Previously Disclosed. The terms "Previously Disclosed to FCB" and "Previously Disclosed to Cordia" shall mean the disclosure of information by Cordia and BOV to FCB, or by FCB to Cordia and BOV, respectively, in, or in the case of lists of specified information or copies of documents being Previously Disclosed, as exhibits to, a written schedule (a "Disclosure Schedule") delivered prior to the date of this Agreement by the disclosing party(ies) to the other party(ies) specifically referring to this Agreement and arranged in paragraphs corresponding to the Paragraphs, Subparagraphs and items of this Agreement applicable thereto. Information shall be deemed to have been Previously Disclosed in a Disclosure Schedule for the purpose of a given Paragraph, Subparagraph or item of this Agreement only if (x) the information is provided in the paragraph of the Disclosure Schedule corresponding to the relevant Paragraph, Subparagraph or item in this Agreement to which it applies, or (y) in the case of information that applies to more than one Paragraph, Subparagraph or item of this Agreement, if such information is provided once with respect to one such Paragraph, Subparagraph or item and that disclosure specifically references or cross-references to each other Paragraph, Subparagraph or item to which the information applies.
Previously Disclosed. (a) Each of the Community Entities has timely filed federal income tax returns for each year through December 31, 1995 and has timely filed all other material federal, state, local and foreign tax returns (including, without limitation, estimated tax returns, returns required under Sections 1441-1446 and 6031-6060 of the Code and the regulations thereunder and any comparable state, foreign and local laws, any other information returns, withholding tax returns, FICA and FUTA returns and back-up withholding returns required under Section 3406 of the Code and any comparable state, foreign and local laws) required to be filed with respect to the Community Entities. All taxes due in respect of the periods covered by such tax returns and for any subsequent periods have been paid or adequate reserves have been established for the payment of such taxes. As of the Closing Date, all material taxes due in respect of any subsequent periods ending on or prior to the Closing Date (or that portion of any period that is prior to the Closing Date) will have been paid or adequate reserves will have been established for the payment thereof. No (i) audit examination, (ii) deficiency or (iii) refund litigation with respect to any tax is pending. The Community Entities will not have any material liability for any taxes in excess of amounts paid or reserves or accruals established.
Previously Disclosed. “Previously Disclosed” with regard to (1) any party means information set forth on its Disclosure Schedule corresponding to the provision of this Agreement to which such information relates; provided that information which, on its face is reasonably apparent to a reader that it relates to another provision of this Agreement, shall also be deemed to be Previously Disclosed with respect to such other provision and (2) the Company, includes information publicly disclosed by the Company in the SEC Reports filed by it with or furnished to the SEC and publicly available on or prior to the Closing Date (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or other statements that are predictive or forward-looking in nature).
Previously Disclosed. Information. "Previously Disclosed" shall mean the disclosure of information in a disclosure schedule delivered by either Anson or Uwharrie, as the case may be, not later than the date hereof and which specifically refers to this Agreement and is arranged in paragraphs corresponding to the Paragraphs, subparagraphs and items of this Agreement applicable thereto. Information disclosed in a disclosure schedule described above shall be deemed to have been Previously Disclosed for the purpose of any given Paragraph, subparagraph or item of this Agreement only to the extent that information is expressly set forth in such party's disclosure schedule described above and that, in connection with such disclosure, a specific reference is made in the disclosure schedule to that Paragraph, subparagraph or item.
Previously Disclosed. Notwithstanding the definition of "Previously -------------------- Disclosed" contained in Section 11.1 hereof or the other terms and conditions of this Agreement, the Parties hereto agree that materials reflected as having been Previously Disclosed in this Agreement have not yet been distributed by each Party to the other. Each Party shall deliver the appropriate schedule of materials Previously Disclosed not later than 5:00 p.m. on November 26, 1996. If the materials disclosed by either the Tara Companies or the Holding Companies reveals previously undisclosed matters which, either individually or in the aggregate, would have a Material Adverse Effect, the recipient of such Previously Disclosed materials shall have the right to terminate its obligations under this Agreement on or before 5:00 p.m. on December 16, 1996. [SIGNATURES ON NEXT PAGE]
Previously Disclosed. Prosperity is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) that would be considered a “material contract” of Prosperity within the meaning of Item 601(b)(10) of the Securities and Exchange Commission’s (the “SEC”) Regulation S-K if the Prosperity Common Stock was registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (B) that restricts the conduct of business by Prosperity of ability to compete in any line of business or (C) with respect to employment of an officer, director or consultant of Prosperity. To its Knowledge, Prosperity is not in default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.
Previously Disclosed it owns, directly or indirectly, all the issued and outstanding equity securities of each of its Subsidiaries, (C) no equity securities of any of its Subsidiaries are or may become required to be issued (other than to it or its wholly-owned Subsidiaries) by reason of any Right or otherwise, (D) there are no contracts, commitments, understandings or arrangements by which any of such Subsidiaries is or may be bound to sell or otherwise transfer any equity securities of any such Subsidiaries (other than to it or its wholly-owned Subsidiaries), (E) there are no contracts, commitments, understandings, or arrangements relating to its rights to vote or to dispose of such securities and (F) all the equity securities of each Subsidiary held by WBI or its Subsidiaries are fully paid and nonassessable (except pursuant to 12 U.S.C. Section 55) and are owned by WBI or its Subsidiaries free and clear of any Liens.
Previously Disclosed. The terms “Previously Disclosed to FCB” and “Previously Disclosed to SFC” shall mean the disclosure of information by SFC and SNB to FCB and Bancorp, or by FCB and Bancorp to SFC, respectively, as of the last day of the calendar month immediately preceding the date of this Agreement or as of such other date as is specified herein, in the manner described in Paragraph 11.05 of this Agreement.
Previously Disclosed. 4.9.1 To the best of Sandwich's knowledge, Sandwich and its Subsidiaries are in material compliance with all Environmental Laws. Neither Sandwich nor any Sandwich Subsidiary has received any communication alleging that Sandwich or any Sandwich Subsidiary is not in such compliance and, to the best knowledge of Sandwich, there are no present circumstances that would prevent or interfere with the continuation of such compliance.