Disclosure Memorandum means the set of numbered schedules referencing Sections of this Agreement delivered by Seller and dated of even date herewith, as supplemented by new or amended schedules delivered by Seller prior to the Closing.
Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).
Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.
Disclosure Schedule has the meaning set forth in Section 3 below.
Buyer Disclosure Schedule means the disclosure schedule dated as of the date hereof delivered by Buyer to Seller in connection with the execution and delivery of this Agreement.
Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith.
Buyer Disclosure Schedules means the disclosure schedules delivered by Buyer to Seller concurrently with the execution of this Agreement.
Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Vendor to the Purchaser with this Agreement.
Disclosure Letters means the Seller Disclosure Letter and the Buyer Disclosure Letter.
Buyer Disclosure Letter means the disclosure letter delivered by Buyer to Seller concurrently with the execution and delivery of this Agreement.
Parent Disclosure Schedule means the disclosure schedules delivered by Parent to the Company simultaneously with the execution of this Agreement.
Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).
Purchaser Disclosure Schedule means the schedule (dated as of the date of the Agreement) delivered to Seller and the Members by the Purchaser, a copy of which is attached to this Agreement.
Transaction Agreement has the meaning set forth in the recitals.
Purchaser Disclosure Letter means the disclosure letter delivered by the Purchaser to the Company at the time of execution hereof.
Financial Closure or Project Financing Arrangements means the agreements pursuant to which the SPG has sought financing for the Power Project including the loan agreements, security documents, notes, indentures, security agreements, letters of credit and other documents, as may be amended, modified, or replaced from time to time, but without in anyway increasing the liabilities of JDVVNL.
L/C Documents is defined in Section 3.4 hereof.
Company SEC Documents has the meaning set forth in Section 3.5(a).
Parent Disclosure Letter has the meaning set forth in Article IV.
Group Structure Chart means the group structure chart in the agreed form.
Closing Memorandum means the form of closing memorandum to be prepared by Apple for the Closing under this Agreement in which are included the forms of certificates of officers, the opinions of counsel and certain other documents to be delivered at the Closing as provided in Article VII.
Seller Disclosure Schedules means the disclosure schedules of Seller delivered by Seller pursuant to this Agreement.
Seller Disclosure Schedule means the disclosure schedule delivered by Seller to Purchaser contemporaneously with the execution and delivery of the Agreement.
Group Member Agreement means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.
Company Disclosure Schedules means the disclosure schedules delivered by the Company to the Commitment Parties on the date of this Agreement.
Company Disclosure Schedule means the disclosure schedule delivered by the Company to and accepted by Parent and Merger Sub on the date hereof.