Transferor Disclosure Schedule definition

Transferor Disclosure Schedule means the disclosure schedule prepared and delivered by Transferor as of the Execution Date pursuant to the terms and conditions hereof.
Sample 1Sample 2Sample 3
Transferor Disclosure Schedule has the meaning ascribed thereto in Section 3.1.
Sample 1Sample 2
Transferor Disclosure Schedule shall have the meaning set forth in the preamble to Article V.
Sample 1

Examples of Transferor Disclosure Schedule in a sentence

  • Notwithstanding anything in this Agreement to the contrary, the inclusion of an item in the Transferor Disclosure Schedule as an exception to a representation or warranty will not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would reasonably be expected to have a Company Material Adverse Effect.

  • Other than as set forth on Section 3.11 of the Transferor Disclosure Schedule, the assets reflected on the most recent balance sheet included in the Financial Statements are sufficient for the operation of the Business as conducted prior to the Execution Date.

  • The terms “this Agreement,” “hereof,” “herein” and “hereunder” and similar expressions refer to this Agreement (including the Transferor Disclosure Schedule and the Exhibits) and not to any particular Article, Section or other portion hereof.

  • Except as set forth on Section 3.10(b) of the Transferor Disclosure Schedule, each Lease is in full force and effect and no Company party is in default thereunder.

  • Section 3.6(b) of the Transferor Disclosure Schedule sets forth a list of all such Permits.

  • Section 3.12 of the Transferor Disclosure Schedule sets forth a list of all such Insurance Policies.

  • Except as set forth on Section 3.10(b) of the Transferor Disclosure Schedule, all Leased Real Property is leased to the Company pursuant to written leases, the Company has not subleased any Leased Real Property, and there are no other parties occupying, or with a right to occupy the Leased Real Property.

  • The Company does not have any Liability that is not shown on or provided for in the Financial Statements, other than Liabilities incurred or accrued in the ordinary course consistent with past practice since January 1, 2013 and reflected in the calculation of Net Working Capital pursuant to Section 2.2. Except as set forth on Section 3.5 of the Transferor Disclosure Schedule, the Company does not have any outstanding Indebtedness.

  • The Purchase Price Allocation Schedule shall be prepared in accordance with the applicable provisions of the Code and consistent with the methodologies set forth in Section 5.11(f)(ii) of the Transferor Disclosure Schedule.

  • Except as set forth on Section 3.10(b) of the Transferor Disclosure Schedule, the Company has a valid and enforceable leasehold interest in each Lease free and clear of all Encumbrances other than Permitted Encumbrances.


More Definitions of Transferor Disclosure Schedule

Transferor Disclosure Schedule means the Disclosure Schedule of Transferor, dated as of the date hereof.
Sample 1
Transferor Disclosure Schedule has the meaning set forth in Section 2.
Sample 1

Related to Transferor Disclosure Schedule

  • Disclosure Schedule means the Disclosure Schedule, dated as of the date hereof, delivered by the Seller to the Purchaser in connection with this Agreement.

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

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

  • 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.

  • Disclosure Letter means that certain Disclosure Letter, dated as of the Closing Date, executed and delivered by the Borrower to the Administrative Agent, for the benefit of the Lenders.

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

  • Company Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by the Company to Parent and Merger Subsidiary.

  • 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 Letter means the Purchaser Disclosure Letter attached hereto, dated as of the date hereof, delivered by Purchaser in connection with this Agreement.

  • Seller Disclosure Schedules means those certain Seller Disclosure Schedules dated as of the date of this Agreement, provided by Seller to Purchaser.

  • Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.

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

  • Company Disclosure Letter has the meaning set forth in Article III.

  • 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.

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

  • Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company simultaneously with the execution of this Agreement.

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

  • 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 has the meaning set forth in Section 3.04(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).

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

  • Purchaser Schedule means the Purchaser Schedule to this Agreement listing the Purchasers of the Notes and including their notice and payment information.