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).
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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.)
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Examples of Xxxxxxx Disclosure in a sentence

  • 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.

  • Except as set forth in Xxxxxxx Disclosure Schedule Section 5.9, the Xxxxxxx Entities are the sole and exclusive owner or licensee of, with all right, title and interest in and to (free and clear of any Encumbrances, other than Permitted Liens), the Xxxxxxx Intellectual 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, 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.

  • 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.

  • 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.

  • 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.

Related to Xxxxxxx Disclosure

  • 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 shall have the meaning set forth in Section 5.1.

  • 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.

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

  • 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:

  • 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 shall have the meaning set forth in Section 6.6.

  • Confidential Information Breach means, 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, the Contractor, the Department or State.

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

  • Adverse Disclosure means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.