Transferor Disclosure Schedules definition

Transferor Disclosure Schedules means the disclosure schedules delivered by Transferor to Issuer concurrently herewith.
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Transferor Disclosure Schedules means the disclosure schedules delivered by Transferor to Issuer concurrently herewith. “ Transferor Equity Award ” shall have the meaning set forth in Section 5.14(f) .
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Transferor Disclosure Schedules means those certain Transferor Disclosure Schedules dated as of the date of this Agreement provided by Transferor to the Transferee.
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Examples of Transferor Disclosure Schedules in a sentence

  • Except as set forth in Section 3.18 of the Transferor Disclosure Schedules, there are no special bonuses or other similar compensation payable to any Business Employee or any other employee of the Transferred Business in connection with the Transactions that would reasonably be expected to become a Liability of Issuer or its Subsidiaries.

  • Section 3.20(a) of the Transferor Disclosure Schedules contains a true and complete list of each parcel of Owned Real Property.

  • Except as set forth in Section 3.18 of the Transferor Disclosure Schedules, neither Transferor nor the Purchased Entity has employed any investment banker, broker, finder or intermediary in connection with the Transactions who might be entitled to any fee or any commission in connection with or upon consummation of the Transactions, and any such fee or commission, and any costs or expenses incurred in connection therewith shall be borne solely by Transferor.

  • Transferor has provided to Parent true and complete copies of any agreements set forth in Section 3.18 of the Transferor Disclosure Schedules to the extent that Issuer will have any Liability thereunder.

  • Except as set forth in Section 3.20(a) of the Transferor Disclosure Schedules, there are no outstanding options or rights of first refusal or other agreements granting to any Person any right to purchase or lease any parcel of Owned Real Property, or any portion thereof or interest therein.

  • Transferor shall, and shall cause its Subsidiaries to, operate their respective businesses (other than the Transferred Business) in the ordinary course of business in their dealings with, and otherwise in respect of, the Transferred Business (including its customers and continuing in the ordinary course the ongoing capital expenditures that are the subject of Section 3.7(e) of the Transferor Disclosure Schedules).

  • Transferor or the Purchased Entity has the valid right to use all Intellectual Property and Internet domain names listed in Section 3.15(a) of the Transferor Disclosure Schedules other than those owned by Transferor or the Purchased Entity, free of all Encumbrances.

  • All Intellectual Property used or held for use primarily in connection with the Operations is listed in Transferor Disclosure Schedules 1.1(i), 1.1(j), 1.1(k) and 1.1(l).

  • The interest of Transferor in the applicable Owned Real Property has not been conveyed, leased (except for (i) those real property leases and subleases set forth in Section 3.20(c) of the Transferor Disclosure Schedules and (ii) licenses or arrangements with suppliers pursuant to which suppliers have access to the Transferred Real Property), pledged, or otherwise transferred or encumbered, whether in whole or in part, except for Permitted Encumbrances.

  • Notwithstanding anything else in this Agreement to the contrary, the Liabilities listed in Section 5.14(k) of the Transferor Disclosure Schedules (the “Retained Employment Liabilities”) shall be Excluded Liabilities.

Related to Transferor Disclosure Schedules

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

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

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

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

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

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

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

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

  • 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.

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

  • 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.

  • 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 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 has the meaning set forth in Article III.

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

  • 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.

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

  • 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).

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

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

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

  • Subsequent Disclosure Documents means any financial statements, management’s discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;