disclosed Sample Clauses
The "disclosed" clause defines the conditions under which information is considered to have been made known to a party, typically in the context of confidentiality or intellectual property agreements. It usually specifies that only information explicitly communicated, whether in writing or orally, and sometimes marked as confidential, falls under the agreement's protections. This clause ensures that both parties are clear about what information is protected, thereby preventing misunderstandings and disputes over whether certain knowledge was shared or remains confidential.
disclosed. As of their respective dates, the SEC Documents complied, and all similar documents filed with the SEC prior to the Closing Date will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and no document similar to the SEC Documents filed by the Company with the SEC prior to the Closing Date will contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to the Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto. Such financial statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-Q as promulgated by the SEC) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
disclosed. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including without limitation the recovery of damages from the Employee.
D. The provisions of this Section 7 shall survive the expiration or termination, for any reason, of this Agreement and shall be separately enforceable.
disclosed any written information disclosed by the Seller or on behalf of the Seller in the Due Diligence Information or in this Agreement that would allow a diligent person skilled in the field to which the information relates (e.g. business administration, accounting, regulatory, legal, etc.) to reasonably discern the relevance of such matter, including the substance of any potential claim, loss, liability or disadvantage based on reading and analysing the said information. DKK Danish Kroner, the valid currency of Denmark. Due Diligence Information the written information provided to the Buyer prior to 11:59pm CET on 13 May 2012 in the Data Room. Enterprise Value an amount of DKK 12,837,880,000, corresponding to USD 2,200,000,000 converted into DKK based on the Signing Date Exchange Rate for USD/DKK. Escrow Account the interest-bearing account in the joint names of the Buyer and the Seller with the Escrow Agent and subject to the terms of the Escrow Agreement. Escrow Agent Nordea Bank Danmark A/S or another reputable international bank based in Scandinavia, to be jointly appointed by the Seller and the Buyer. Escrow Agreement the agreement between the Seller, the Buyer and the Escrow Agent, relating to the operation of the Escrow Account in the agreed terms set out in Schedule 1.1(f), with such amendments as the Escrow Agent may require and which the Seller and the Buyer agree to, acting reasonably. Escrow Closing Amount 10% of the Preliminary Purchase Price in DKK. Estimated Net Debt the Group’s estimated net debt as at the Closing Date determined and calculated in accordance with clause 5 and for the purpose of calculating the Purchase Price. Estimated Working Capital the Group’s estimated working capital as at the Closing Date determined and calculated in accordance with clause 5. EUR “euros”, the lawful currency of the member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community (signed in Rome on March 25, 1957) as amended from time to time. Expert a state authorized public accountant appointed by Deloitte Statsautoriseret Revisionspartnerselskab (“Deloitte”) from among its partners. If Deloitte is unwilling to appoint the Expert among its partners, the Expert will be a state authorized public accountant appointed by FSR from an internationally recognised auditing firm not having provided substantial services (substantial services for the purposes of this Agreement being understood as ser...
disclosed. Notwithstanding any other provision of this Agreement, each of the Borrower and the Collateral Manager shall each have the right to keep confidential from the Administrative Agent, the Collateral Agent, the Custodian and/or the other Secured Parties, for such period of time as such Person determines is reasonable (i) any information that such Person reasonably believes to be in the nature of trade secrets and (ii) any other information that such Person or any of their Affiliates, or the officers, employees or directors of any of the foregoing, is required by law as evidenced by an Opinion of Counsel.
disclosed. Disclosure is the process by which the company and the other warrantors (usually the company’s founders and key members of the management team) make general and specific disclosures against the warranties contained in the investment agreement. If the warrantors fail to disclose a relevant matter, in respect of the warranties, they may be sued by the investors for breach of warranty. The warrantors usually make their disclosures in a disclosure letter and attach relevant documents to that letter to support their disclosures (the disclosure bundle). The wording of this definition is important as it qualifies what constitutes valid disclosure against the warranties in the disclosure letter. The question of what constitutes "fairly disclosed" has been considered in a number of cases, and most recently in the case of Infiniteland Limited and ▇▇▇▇ ▇▇▇▇▇▇▇ Aviss v Artisan Contracting Ltd and Artisan (UK) PLC [2005] EWCA Civ 758. The definition in the BVCA model investment agreement provides that a disclosure must be fair and that is must also be full, accurate and clear, including sufficient details and explanation to clearly identify the nature, scope and full implications of the matters disclosed. The company and the warrantors are usually prepared to cross-reference disclosures to the warranties to which they relate, but should avoid an absolute obligation to cross-refer every disclosure and warranty.