BMG Disclosure Letter definition

BMG Disclosure Letter means the disclosure letter executed by BMG and delivered to GSV prior to the execution of this Agreement;
Sample 1

Examples of BMG Disclosure Letter in a sentence

  • Such Shareholder is and will immediately prior to the Effective Date be the sole beneficial owner of, or exercises control or direction over, the Shareholder Securities, with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever, except for the escrow agreements referred to in the BMG Disclosure Letter.

  • All current material assessments under applicable workers compensation legislation in relation to the employees listed in Schedule 3.1(cc) of the BMG Disclosure Letter have been paid or accrued by BMG and the BMG Material Subsidiaries, as applicable, and neither BMG nor any of the BMG Material Subsidiaries are subject to any material special or penalty assessment under such legislation which has not been paid.

  • Except as disclosed in Schedule 3.1(nn) of the BMG Disclosure Letter, BMG has made available in the Data Room Information true and complete copies of all BMG Material Contracts.

  • The Parties acknowledge and agree that the GSV Disclosure Letter and the BMG Disclosure Letter and all information contained in each of them is also Confidential Information.

  • Each such subsidiary is owned as disclosed in Schedule 3.1(h) of the BMG Disclosure Letter.

  • As of the date of this Agreement, BMG and its subsidiaries have such policies of insurance as are listed in Schedule 3.1(mm) of the BMG Disclosure Letter.

  • There are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) providing to any third party the right to acquire any shares or other ownership interests in any of the BMG Material Subsidiaries, other than as disclosed in Schedule 3.1(h) of the BMG Disclosure Letter.

  • If GST/HST is determined to apply to all or a part of the above amount, please explain why.

  • Except as disclosed in Schedule 3.1(nn) of the BMG Disclosure Letter, all Data Room Information provided by BMG to GSV was accurate and complete in all material respects as at its respective date as stated therein, or, if any Data Room Information is undated, as of the date of its delivery to the Data Room Information website.

  • In addition, as of the close of business on the date of this Agreement, an aggregate of 4,414,000 BMG Shares are issuable upon the exercise of BMG Options and 4,887,960 BMG Shares are issuable upon the exercise of BMG Warrants, all as more fully disclosed in Schedule 3.1(f) of the BMG Disclosure Letter.

Related to BMG Disclosure Letter

  • Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company in connection with, and upon the execution of, this Agreement.

  • Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Vendor to the Purchaser with this Agreement.

  • Company Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Company to the Purchaser with this Agreement.

  • Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.

  • Company Disclosure Schedules means the disclosure schedules delivered by the Company to the Commitment Parties on the date of this Agreement.

  • Company Disclosure Schedule means the disclosure schedule of the Company referred to in, and delivered pursuant to, this Agreement.

  • Buyer Disclosure Letter means the letter, dated as of the date hereof, delivered by Buyer to Seller prior to the execution of this Agreement and identified as the Buyer Disclosure Letter.

  • Seller Disclosure Letter means the letter, dated as of the date hereof, delivered by Seller to Buyer prior to the execution of this Agreement and identified as the Seller Disclosure Letter.

  • Purchaser Disclosure Letter means the disclosure letter delivered by the Purchaser to the Company at the time of execution hereof.

  • Disclosure Schedule means the Disclosure Schedule, dated as of the date hereof, delivered to the Buyer by the Seller concurrently with the execution of this Agreement.

  • Buyer Disclosure Schedules means the disclosure schedules delivered by Buyer to Seller concurrently with the execution and delivery of this Agreement.

  • Buyer Disclosure Schedule means the disclosure schedule of Buyer referred to in, and delivered pursuant to, this Agreement.

  • Disclosure Letters means the Seller Disclosure Letter and the Buyer Disclosure Letter.

  • Seller Disclosure Schedules means those certain Seller Disclosure Schedules dated as of the date of this Agreement, provided by Seller to Purchaser.

  • Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection with the execution and delivery of this Agreement.

  • Seller Disclosure Schedule means the disclosure schedule dated, and delivered by Seller to Buyer on, the date of this Agreement. The Sections of the Seller Disclosure Schedule will be numbered to correspond to the applicable Section of this Agreement and, together with all matters under such heading, will be deemed to qualify only that Section unless it is manifestly evident from such disclosure that it qualifies another Section, in which case it will be deemed to qualify such other Section.

  • Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Disclosure Memorandum means the set of numbered schedules referencing Sections of this Agreement delivered by Seller and dated of even date herewith, as supplemented by new or amended schedules delivered by Seller prior to the Closing.

  • Company Disclosure Documents is defined in Section 3.4(g) of the Agreement.

  • Continuing Disclosure Certificate means that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

  • Continuing Disclosure Undertaking means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

  • Risk Disclosure Statement the risk disclosure statement provided by the Broker to the Client before the opening of the Account and/or from time to time in form prescribed by the SFC from time to time with the current version set out in Part IV;

  • 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.

  • Subsequent Disclosure Documents means any financial statements, management’s discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;

  • Company SEC Documents shall have the meaning set forth in Section 4.7(a).