Xxxxxxx Disclosure definition

Xxxxxxx Disclosure means any form, statement, schedule or other material (other than the Distribution Disclosure Documents) filed with or furnished to the Commission, any other Governmental Entity, or holders of any securities of any member of the Xxxxxxx Group, in each case, on or after the Distribution Date by or on behalf of any member of the Xxxxxxx Group in connection with the registration, sale, or distribution of securities or disclosure related thereto (including periodic disclosure obligations).
Sample 1Sample 2
Xxxxxxx Disclosure. Schedule shall qualify only the corresponding section in this Article II, except to the extent disclosure in any numbered and lettered section of the Xxxxxxx Disclosure Schedule is specifically cross-referenced in another numbered and lettered section of the Xxxxxxx Disclosure Schedule.)
Sample 1

Examples of Xxxxxxx Disclosure in a sentence

  • Except as set forth in Xxxxxxx Disclosure Schedule Section 5.14, no Xxxxxxx Entity is, nor to the knowledge of the Xxxxxxx Entities is any other party thereto, in default under any of the Xxxxxxx Commitments where such default would result, in the aggregate, in a Liability in excess of $2,000,000.

  • Disclosure of any matter in the WP Disclosure Schedule or the Xxxxxxx Disclosure Schedule shall not constitute an admission or raise any inference that such matter constitutes a violation of law or an admission of Liability or facts supporting Liability.

  • In addition, Xxxxxxx Disclosure Schedule Section 5.8(c) contains an accurate and complete list of all deposits or other moneys that would be forfeited or paid as a result of a failure to exercise the option on any such Xxxxxxx Option Real Property.

  • Disclosure of any matter in either the WP Disclosure Schedule or the Xxxxxxx Disclosure Schedule shall not be deemed to imply that such matter is or is not material.

  • Except as set forth in Xxxxxxx Disclosure Schedule Section 5.14, since December 31, 1998, no Xxxxxxx Entity has received written notice of cancellation or termination of any Xxxxxxx Commitment from any other party thereto.

  • Except as described in Xxxxxxx Disclosure Schedule Section 5.10, none of the Xxxxxxx Entities nor any of their properties or assets currently are subject to or bound by any Governmental Order (other than any Governmental Order that may be applicable generally to the industry in which the Xxxxxxx Business operates).

  • Except as described in Xxxxxxx Disclosure Schedule Section 5.10, there is no Action pending or, to the knowledge of the Xxxxxxx Entities, threatened against the Xxxxxxx Entities, whether at law or in equity, or before or by any Governmental Authority which (a) seeks damages or other monetary relief in excess of $2,000,000, (b) seeks injunctive relief which if granted could have a Material Adverse Effect on the Xxxxxxx Business or (c) relates to the transactions contemplated by this Agreement.

  • No material development fees, in-lieu fees, school fees or charges or other developer-related charges or assessments by any Governmental Authority or any other Person for public facilities or improvements or otherwise made against the developed Xxxxxxx Owned Real Property or any lots included therein are past due and unpaid (other than those set forth on the Xxxxxxx Balance Sheet or on Xxxxxxx Disclosure Schedule Section 5.8(d)).

  • The WP Disclosure Schedule and the Xxxxxxx Disclosure Schedule shall be divided into sections corresponding to the sections and subsections of this Agreement.

  • No representation or warranty made by Xxxxxxx in this Article V and the related Xxxxxxx Disclosure Schedule contains any untrue statement of material fact or omits to state, in light of the circumstances under which it has been made, a material fact necessary to make such representation or warranty not misleading; provided, however, that no representation or warranty is made as to projections, forecasts or other forward looking information furnished by any Xxxxxxx Entity to the WP Partners.

Related to Xxxxxxx Disclosure

  • Non-Disclosure Term shall have the meaning set forth in Section 25.3.4 of this Agreement.

  • Information Disclosure Requirements means the requirements to disclose information under:

  • Disclosure shall have the meaning given to such term under the HIPAA regulations in 45 CFR § 160.103.

  • Unauthorized disclosure or "unauthorized release" means any disclosure or release not permitted by federal or state statute or regulation, any lawful contract or written agreement, or that does not respond to a lawful order of a court or tribunal or other lawful order.

  • Purchaser Confidential Information means all confidential or proprietary documents and information concerning the Purchaser or any of its Representatives; provided, however, that Purchaser Confidential Information shall not include any information which, (i) at the time of disclosure by the Company, the Seller Representative or any of their respective Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by the Purchaser or its Representatives to the Company, the Seller Representative or any of their respective Representatives, was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such Purchaser Confidential Information. For the avoidance of doubt, from and after the Closing, Purchaser Confidential Information will include the confidential or proprietary information of the Target Companies.

  • Business Confidential Information has the meaning set forth in Section 5.04(a).

  • Buyer Confidential Information has the meaning set forth in Section 6.8(a).

  • Internal confidentiality agreement or statement means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.

  • Seller Confidential Information has the meaning set forth in Section 6.4.3.

  • Continuing Disclosure Agreement means the Continuing Disclosure Agreement, as it may be modified from the form on file with the Clerk of Council and signed by the Mayor and the Fiscal Officer in accordance with Section 6, which shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Bonds in accordance with the Rule.

  • Citizens Confidential Information means all information, data, and documentation, whether marked as confidential or not, disclosed to Vendor in the course of this Agreement that is either: (a) Protected under any applicable state or federal law (including Chapter 119, Florida Statutes; Sections 501.171, and 627.351(6), Florida Statutes; Chapter 69O-128, Florida Administrative Code; and, 15 U.S.C. § 6801 et seq.); (b) private information concerning Citizens’ employees or policyholders (including social security numbers, personal health information, personal credit information, banking information, drivers’ license numbers, personal email addresses, personal phone numbers, and home addresses); or, (c) related to any Citizens’ manuals, lists, operating and other systems or programs, business practices or procedures, insurance policies, claimants or claims, or any business, governmental, and regulatory matters affecting Citizens. “Citizens Confidential Information” does not include any information, data or documentation that: (a) is publicly available through no fault of Vendor or Vendor Staff; or, (b) Vendor developed independently without relying in any way on Citizens Confidential Information.

  • Company Confidential Information means information (including any and all combinations of individual items of information) that the Company has or will develop, acquire, create, compile, discover or own, that has value in or to the Company’s business which is not generally known and which the Company wishes to maintain as confidential. Company Confidential Information includes both information disclosed by the Company to me, and information developed or learned by me during the course of my employment with the Company. Company Confidential Information also includes all information of which the unauthorized disclosure could be detrimental to the interests of the Company, whether or not such information is identified as Company Confidential Information. By example, and without limitation, Company Confidential Information includes any and all non-public information that relates to the actual or anticipated business and/or products, research or development of the Company, or to the Company’s technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on which I called or with which I may become acquainted during the term of my employment), software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of premises, parts, equipment, or other Company property. Notwithstanding the foregoing, Company Confidential Information shall not include any such information which I can establish (i) was publicly known or made generally available prior to the time of disclosure by the Company to me; (ii) becomes publicly known or made generally available after disclosure by the Company to me through no wrongful action or omission by me; or (iii) is in my rightful possession, without confidentiality obligations, at the time of disclosure by the Company as shown by my then-contemporaneous written records; provided that any combination of individual items of information shall not be deemed to be within any of the foregoing exceptions merely because one or more of the individual items are within such exception, unless the combination as a whole is within such exception. I understand that nothing in this Agreement is intended to limit employees’ rights to discuss the terms, wages, and working conditions of their employment, as protected by applicable law.

  • Protected Disclosure means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.

  • Required disclosure means disclosure by the director who has a conflicting interest of:

  • Customer's Confidential Information means all Personal Data and any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, know-how, personnel, and suppliers of the Customer, including all IPRs, together with all information derived from any of the above, and any other information clearly designated as being confidential (whether or not it is marked "confidential") or which ought reasonably be considered to be confidential;

  • Authority's Confidential Information means all Personal Data and any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, know-how, personnel, and suppliers of the Authority, including all IPRs, together with all information derived from any of the above, and any other information clearly designated as being confidential (whether or not it is marked "confidential") or which ought reasonably be considered to be confidential;

  • Other Confidential Consumer Information The Contractor agrees to comply with the requirements of AHS Rule No. 08-048 concerning access to information. The Contractor agrees to comply with any applicable Vermont State Statute, including but not limited to 12 VSA §1612 and any applicable Board of Health confidentiality regulations. The Contractor shall ensure that all of its employees and subcontractors performing services under this agreement understand the sensitive nature of the information that they may have access to and sign an affirmation of understanding regarding the information’s confidential and non- public nature.

  • Additional Disclosure As defined in Section 3.18(a)(v).

  • Customer Confidential Information means Confidential Information of the Customer provided to Computershare.

  • State Confidential Information means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, PHI, PCI, Tax Information, CJI, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Contractor which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Contractor without restrictions at the time of its disclosure to Contractor; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Contractor to the State; (iv) is disclosed to Contractor, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information.

  • Supplier's Confidential Information means any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, Know-How, personnel and suppliers of the Supplier, including IPRs, together with information derived from the above, and any other information clearly designated as being confidential (whether or not it is marked as "confidential") or which ought reasonably to be considered to be confidential;

  • Non-Disclosure Agreement has the meaning set forth in Section 12.16.

  • Fund Confidential Information means Confidential Information for which the Fund is the Disclosing Party.

  • Existing Confidentiality Agreement has the meaning set forth in Section 4.01.

  • Confidential Information Breach This shall mean, generally, an instance where an unauthorized person or entity accesses Confidential Information in any manner, including but not limited to the following occurrences: (1) any Confidential Information that is not encrypted or protected is misplaced, lost, stolen or in any way compromised; (2)one or more third parties have had access to or taken control or possession of any Confidential Information that is not encrypted or protected without prior written authorization from the State; (3) the unauthorized acquisition of encrypted or protected Confidential Information together with the confidential process or key that is capable of compromising the integrity of the Confidential Information; or (4) if there is a substantial risk of identity theft or fraud to the Client Agency, the Contractor, DAS or State.

  • Safeguard Policy Statement or “SPS” means ADB's Safeguard Policy Statement (2009);