Transferor Disclosure Letter definition

Transferor Disclosure Letter means the disclosure letter delivered by or on behalf of Company or Transferor, as applicable, prior to or concurrently with the execution and delivery of this Agreement, and which will be updated as of the Closing Date, unless such update, if not made, would result in Transferor not satisfying its obligations under Section 9.2(a).
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Examples of Transferor Disclosure Letter in a sentence

  • Except as set forth in Section 4.9(d)(iii) of the Transferor Disclosure Letter, there are no encroachments upon any of the parcels comprising the Real Property (other than such encroachments as would not affect the usability or marketability of the applicable parcel of Real Property) and no portion of any improvement encroaches upon any property not included within the Real Property or upon the area of any easement affecting the Real Property.

  • Except as set forth in Section 4.12(ii) of the Transferor Disclosure Letter, each of the Company and Subsidiary possesses all Permits and have made all notifications and applications to Governmental Authorities, that are required under law or otherwise necessary for each of the Company or Subsidiary to conduct its business as now being conducted and to construct, own, operate, maintain and use its assets in the manner in which they are now being constructed, operated, maintained and used.

  • Except as set forth in Section 5.7 of the Transferor Disclosure Letter, Transferor has filed all material Tax Returns that it was required to file for all periods ending on or before the Closing Date (taking into account any extension of time that has been obtained for the filing thereof) and during which the Company and Subsidiary were a member of Transferor’s affiliated group.

  • If the Transferor shall have been dissolved or is no longer in existence at the time such payments become due and payable, then the Acquirer shall make such payments to the Persons listed in Section 3.1(c) to the Transferor Disclosure Letter in the respective percentages to be furnished to the Acquirer by the Transferee in writing at the Closing.

  • In the event that Transferor shall have been dissolved or shall otherwise no longer be in existence at the time any such payments become due and payable by the Acquirer under this Section 3.1(d), the Acquirer shall make such payments to the Persons listed on Section 3.1(c) to the Transferor Disclosure Letter in the respective percentages to be furnished to the Acquirer by the Transferee in writing at the Closing.

  • Section 4.12(i) of the Transferor Disclosure Letter sets forth a complete list of all Permits held by the Company or Subsidiary.

  • Except as set forth in Section 6.18 of the Transferor Disclosure Letter, there are no security interests of any type on the Acquired Assets that have arisen in connection with any failure (or alleged failure) by the Transferor to pay any Tax and there are no judgments against Transferor for or with respect to any Taxes arising out of the operation of the Business.

  • Except as set forth in Section 6.19 of the Transferor Disclosure Letter, since December 31, 2003, Transferor has conducted the Business only in the Ordinary Course of Business and no event, circumstance or condition has occurred that has caused a Material Adverse Effect.

  • Except as set forth on Section 3.11(b) of the Transferor Disclosure Letter, to the maximum extent provided for by, and in accordance with, applicable laws and regulations, Astral has recorded each such assignment with the relevant Governmental Body, including the PTO, the U.S. Copyright Office, or their equivalents in any relevant foreign jurisdiction, as the case may be.

  • Except as set forth in Section 4.20 of the Transferor Disclosure Letter, neither Company nor Subsidiary is a party to or bound by any Contract with any of its Affiliates or any of the stockholders, managers, officers or employees of Company or Subsidiary or any of their respective Affiliates.

Related to Transferor Disclosure Letter

  • Disclosure Letter the disclosure letter delivered by Sellers to Buyer concurrently with the execution and delivery of this Agreement.

  • Purchaser Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Purchaser to the Company with this Agreement.

  • Disclosure Schedule means the Disclosure Schedule, dated as of the date hereof, delivered to the Buyer by the Seller concurrently with the execution of this Agreement.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Seller Disclosure Letter means the letter, dated as of the date hereof, delivered by Seller to Buyer prior to the execution of this Agreement and identified as the Seller Disclosure Letter.

  • Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection with the execution and delivery of this Agreement.

  • Buyer Disclosure Letter means the letter, dated as of the date hereof, delivered by Buyer to Seller prior to the execution of this Agreement and identified as the Buyer Disclosure Letter.

  • Company Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Company to the Purchaser with 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.

  • Seller Disclosure Schedule means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.

  • Buyer Disclosure Schedule means the disclosure schedule delivered by Buyer to Seller on the date hereof.

  • Seller Disclosure Schedules means the disclosure schedules delivered by Seller concurrently with the execution and delivery of this Agreement.

  • Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith.

  • Company Disclosure Schedules means the disclosure schedules delivered by the Company to the Commitment Parties on the date of this Agreement.

  • Buyer Disclosure Schedules means the disclosure schedules of the Buyer, dated as of the date hereof, accompanying this Agreement.

  • Parent Disclosure Schedule means the Parent Disclosure Schedule delivered to the Company on the date of this Agreement.

  • Parent Disclosure Letter has the meaning set forth in Article IV.

  • Disclosure Letters means the Seller Disclosure Letter and the Buyer Disclosure Letter.

  • 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.

  • Continuing Disclosure Certificate means that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

  • Company SEC Documents shall have the meaning set forth in Section 4.7(a).

  • Company Disclosure Documents is defined in Section 3.4(g) of the Agreement.

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

  • Risk Disclosure Statement means the document setting out general information in respect of the risks associated with utilising our Services;

  • Schedule of Exceptions shall have the meaning set forth in Section 5, and is attached hereto as Exhibit C.

  • Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).