The Disclosure Letter Sample Clauses

The Disclosure Letter. Concurrently with the execution of this Agreement or shortly thereafter, Sellers shall deliver to Buyer a draft of the Disclosure Letter and all schedules and exhibits to be attached thereto. The Disclosure Letter shall: (a) be executed by Sellers and dated the date of this Agreement; (b) contain accurate, true, correct and complete information and data; (c) be deemed to modify the representations, warranties and obligations of Buyer made pursuant to Article 4 of this Agreement, or qualifications or exceptions thereto, as appropriate, and as expressly contemplated herein and therein; (d) be accompanied by a copy of each document referenced therein, except where otherwise indicated; and (e) be updated, amended and supplemented, as appropriate through the Supplemental Disclosure Letter through the Closing, so that the Disclosure Letter shall, as of the Closing, contain accurate, true and correct information and data, and shall be re-executed by Buyer and dated the date of the Closing. Terms used and defined in this Agreement shall have the same definition when used in the Disclosure Letter and the schedules and exhibits attached thereto.
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The Disclosure Letter. 7. Each of the Reports together with signed reliance letters addressed to the Agents and the Lenders where required.
The Disclosure Letter. 4.3 The Purchaser shall procure the repayment of the Bank Overdraft.
The Disclosure Letter. 5.2.1 identifies each item of Open Source Code incorporated in, linked to, or distributed with, any Software Product or from which any part of any Software Product is derived;
The Disclosure Letter. With the exception of information contained in the copies of the legal agreements referred to in the Disclosure Letter, which copies are true and complete copies of the originals, all information contained or referred to in the Disclosure Letter and any documents annexed to it is true and accurate in all material respects and the Warrantors are not aware of any other fact or matter which renders or might upon its disclosure render any such information misleading in any material respect.
The Disclosure Letter. All information contained or referred to in the Disclosure Letter is true and accurate in all material respects.

Related to The Disclosure Letter

  • of the Disclosure Schedule To the Knowledge of the Company, there are no strikes, slowdowns, work stoppages, lockouts or threats thereof by or with respect to any of the employees of the Company.

  • Company Disclosure Letter The Company Disclosure Letter shall be arranged to correspond to the Articles and Sections of this Agreement, and the disclosure in any portion of the Company Disclosure Letter shall qualify the corresponding provision in Article III and any other provision of Article III to which it is reasonably apparent on the face of the disclosure that such disclosure relates. No disclosure in the Company Disclosure Letter relating to any possible non-compliance, breach or violation of any Contract or Law shall be construed as an admission that any such non-compliance, breach or violation exists or has actually occurred. In the Company Disclosure Letter, (a) all capitalized terms used but not defined therein shall have the meanings assigned to them in this Agreement and (b) the Section numbers correspond to the Section numbers in this Agreement.

  • Disclosure Letter (a) The disclosures in the Disclosure Letter, and those in any Supplement thereto, must relate only to the representations and warranties in the Section of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement.

  • Company Disclosure Schedule Article 3.............................................10

  • Disclosure Schedule The Company has delivered the Disclosure Schedule and, if applicable, the Disclosure Update to Treasury and the information contained in the Disclosure Schedule, as modified by the information contained in the Disclosure Update, if applicable, is true, complete and correct.

  • Disclosure Schedules The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties of such party that is contained in this Agreement (in either case (i) or (ii), regardless of the absence of an express reference or cross-reference in a particular Section of this Agreement or a particular Section of either the Company Disclosure Schedule or Parent Disclosure Schedule), but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be reasonably apparent. The disclosure of any matter in any section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall not be deemed to constitute an admission or indication by the disclosing party, or to otherwise imply, that any such matter is material for the purposes of this Agreement. No party shall use, either individually or in the aggregate, the fact of the inclusion of any such item or information in any sections of the Company Disclosure Schedule or the Parent Disclosure Schedule in any disagreement, dispute or controversy between the parties as to whether any obligation, item, information or matter is or is not material, or may give rise to a change or effect that could have a Company Material Adverse Effect or a Parent Material Adverse Effect. Nor shall any disclosure on a section be deemed to constitute an acknowledgment that any such matter is required to be disclosed. No disclosure on any section relating to a possible breach or violation of any contract or applicable Law shall be construed as an admission or indication that any breach or violation exists or has actually occurred. The disclosure of any matter in any section of either the Company Disclosure Schedule or the Parent Disclosure Schedule is not to be treated as constituting or implying any representation, warranty, assurance or undertaking by the disclosing party not expressly set out in this Agreement, nor to be treated as adding to or extending the scope of any of the disclosing party’s representations or warranties in this Agreement.

  • Disclosure Letters (a) Prior to the execution and delivery of this Agreement, each party has delivered to the other party a letter (its “Disclosure Letter”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of such party’s representations or warranties contained in Section 3.3 or to one or more of its covenants or agreements contained in Articles 4 or 5; provided, that (i) no such item is required to be set forth in a party’s Disclosure Letter as an exception to any representation or warranty of such party if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 3.2, and (ii) the mere inclusion of an item in a party’s Disclosure Letter as an exception to a representation or warranty shall not be deemed an admission by that party that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect (as defined herein) with respect to such party.

  • Disclosure Schedule References The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, and (b) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable person who has read that reference and such representations and warranties, without any independent knowledge on the part of the reader regarding the matter(s) so disclosed.

  • Notification; Updates to Disclosure Schedule (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of:

  • Accurate Disclosure Neither the Registration Statement, nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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