Updated Disclosures definition
Examples of Updated Disclosures in a sentence
The Closing Representations made by the Company at the Third Closing that do not constitute Designated Representations, after giving effect to the Signing Disclosures and the Updated Disclosures, shall be true and correct at the Third Closing, except for such breaches as would not reasonably be expected to have a Material Adverse Effect.
The Closing Representations made by the Company at the Second Closing that do not constitute Designated Representations, after giving effect to the Signing Disclosures and the Updated Disclosures shall be true and correct at the Second Closing, except for such breaches as would not reasonably be expected to have a Material Adverse Effect.
In the event Parent and/or Seller delivers to Buyer Updated Disclosures (as hereinafter defined) as contemplated by Section 7.1(e), the delivery by Parent and/or Seller of such Updated Disclosure Schedules shall not prejudice any rights of Buyer hereunder prior to the Closing.
Of and to the extent any information required to be furnished in any section of the Seller Disclosure Schedule is expressly set forth in this Agreement or is disclosed in any section of the Seller Disclosure Schedule or in any Updated Disclosures, such information shall be deemed to be included in all sections of the Seller Disclosure Schedule or Updated Disclosures, in which the information is required to be included to the extent that such other disclosure is reasonably apparent on its face.
The Closing Representations made by the Company at the First Closing that do not constitute Designated Representations or the representations and warranties set forth in Section 2.20(b) shall, after giving effect to the Signing Disclosures and the Updated Disclosures, be true and correct at the First Closing, except for such breaches as would not reasonably be expected to have a Material Adverse Effect.
If pursuant to its review, the Investor does not agree on any Updated Disclosure, the Investor shall within five (5) Business Days of receipt of the Draft Updates, communicate to the Company and any of the Sanmina Parties issuing Updated Disclosures, in writing its objections to such Updated Disclosures (“Investor’s Objections”).
If Buyers do not provide Sellers with a termination notice prior to the end of such ten (10) day review period, Buyers shall be deemed to have waived their right to terminate this Agreement, solely with respect to such Updated Disclosure unless additional Updated Disclosures are provided.
After receiving the Updated Disclosure, to the extent that the conditions set forth in Section 7.1(a) would not be satisfied without giving effect to such Updated Disclosure (together with all prior Updated Disclosures since the date of this Agreement), Buyer will have up to the Closing Date and the Termination Date (or the extended Closing Date and Termination Date, as the case may be) to terminate this Agreement by providing written notice to the Company.
On successful conclusion between the senior representatives of the Sanmina Parties and the Investor, the Draft Updates as mutually agreed as aforesaid shall be issued by the Company and/or any of the Sanmina Parties, as the case may be, as constituting a part of the Updated Disclosures on the Closing Date.
The schedules (including the Seller Disclosure Schedule) and exhibits hereto and any Updated Disclosures, as permitted pursuant to Section 5.10, identified in this Agreement are incorporated herein by reference and made a part hereof.