Disclosed to Buyer definition

Disclosed to Buyer means (i) all documents published in the virtual data room as of September 5, 2014 (a duplicate physical copy of which has been retained by counsel to Buyer and Sellers), but only to the extent of information actually contained in such documents, and specifically excluding any facts relating to the performance of obligations or satisfactions of
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Disclosed to Buyer means (i) all documents published in the virtual data room as of September 5, 2014 (a duplicate physical copy of which has been retained by counsel to Buyer and Sellers), but only to the extent of information actually contained in such documents, and specifically excluding any facts relating to the performance of obligations or satisfactions of conditions under such documents, unless otherwise specifically disclosed in such data room, (ii) any final written Phase I environmental report provided to Buyer by Buyer’s environmental site assessment specialists as of the Closing Date (or if no final written Phase I report is received by the Closing Date, the most recent draft Phase I report received by Buyer prior to the Closing Date), (iii) any environmental liabilities of which Buyer otherwise has Knowledge, (iv) any Permitted Encumbrances of the type described in clauses (i), (iii), (iv), (vi), (vii), and (ix) of that definition, and (v) any fact described in the Seller Disclosure Letter.
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Disclosed to Buyer a matter shall be deemed “Disclosed to Buyer” if the substance of such matter is (i) disclosed in the Disclosure Schedule, including any written documents annexed thereto or specifically referred to in the Disclosure Schedule, as further set forth in Section 11.7, or (ii) other than to the extent such matter relates to a Fundamental Representation, reasonably apparent in a document that Seller or the Company has uploaded into the Data Room for review (without subsequent modification by Seller or the Company) by Buyer or any of its Representatives prior to the Data Room Image Date; provided that, in each case of (i) and (ii), the relevant fact, matter or circumstance can be identified as a Breach and the impact of such fact, matter or circumstance on the relevant representation and warranty can be assessed by a reasonable person based on the face of the relevant disclosed document when reading all pages of the same, but without making any further inquiries or cross examinations of other documents, facts, matters or circumstances. “Disclosure Schedule”--the Disclosure Schedule delivered by Seller to Buyer concurrently with the execution and delivery of this Agreement.
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Examples of Disclosed to Buyer in a sentence

  • Data and Information Disclosed to Buyer Unless the data and information disclosed to Buyer is covered by and identified in accordance with a Proprietary Data Agreement between Buyer and Seller, any data and information which Seller has disclosed or may hereafter disclose to Buyer in connection with the purchase of the Items covered by this PO shall not be deemed to be proprietary data and information; and it shall be acquired by Buyer free from any restrictions regarding its use or disclosure.

  • Parent has Previously Disclosed to Buyer true and complete copies of each material Master Trust Transaction Document in effect as of the date hereof.

  • Parent has Previously Disclosed to Buyer true and complete copies of each Acquisition Contract in effect as of the date hereof.

  • Except as otherwise Disclosed to Buyer, the Company has no liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations specifically reflected or reserved against in the Balance Sheet or the Interim Balance Sheet and current liabilities incurred in the Ordinary Course of Business that are not Material, individually or in the aggregate, since the respective dates thereof.

  • Except as otherwise Disclosed to Buyer, the Company is not a guarantor or indemnitor of any indebtedness of any other Person.

  • Undated AFRRI Safety manual, " Safety at the Armed Forces Radiobiology Research Institute" (superseded).

  • Seller has Previously Disclosed to Buyer copies of all Material Contracts, except for any Material Contracts relating to loans made by Peoples Federal in the ordinary course of business consistent with past practice, copies of such loan files have been made previously available to Buyer.

  • Seller has Previously Disclosed to Buyer the following with respect to Seller, all of which are true and complete and in full force and effect as of the date hereof: (a) Articles of Incorporation, (b) the Code of Regulations, and (c), for the Disclosure Period, minutes of shareholder and director meetings (except the minutes related to the process leading to this Agreement and the transactions contemplated hereby).

  • The factor of safety of the concrete shall be applied to the compressive strength of tested sample size 200x200x200 mm.The compressive strength for concrete shall be determined according to ASTM C39 in cube shape samples.

  • If you have any questions about SWA privacy policy or your privacy rights, please submit a written request to: SWA Privacy Officer, 4665 Second Street SW, Dickinson, ND 58601- 7231or call 701-225-0241 or 1-888-425-0241.NOTICE OF PRIVACY THIS NOTICE DESCRIBES HOW PROTECTED HEALTH INFORMATION ABOUT YOU MAY BE USED AND DISCLOSED AND HOW YOU CAN GET ACCESS TO THIS INFORMATION.

Related to Disclosed to Buyer

  • Disclosed Information means the information disclosed by a Party for the purpose of settlement, negotiation, Mediation or Arbitration;

  • Disclosed Litigation has the meaning specified in Section 3.01(b).

  • Disclosed means disclosed in or pursuant to the Disclosure Letter with sufficient detail to enable a reasonable buyer to identify the nature of the matter disclosed.

  • SEC Filings has the meaning set forth in Section 4.6.

  • Public Filings means the reports, schedules, forms, statements and other documents filed by the Company or Bezeq with the SEC or the ISA, as applicable, and publically available at least two (2) Business Days prior to the date of this Agreement.

  • Related to the Business means required for, primarily related to, or used primarily in connection with, the Business as conducted by the Sellers as of the date hereof and prior to the Closing.

  • Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

  • SEC Reports shall have the meaning ascribed to such term in Section 3.1(h).

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

  • Disclosure Time means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

  • SEC Documents shall have the meaning specified in Section 4.5.

  • Previously Disclosed means information set forth or incorporated in the Company’s Annual Report on Form 10-K for the most recently completed fiscal year of the Company filed with the Securities and Exchange Commission (the “SEC”) prior to the Signing Date (the “Last Fiscal Year”) or in its other reports and forms filed with or furnished to the SEC under Sections 13(a), 14(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) on or after the last day of the Last Fiscal Year and prior to the Signing Date.

  • Disclosure Documents is defined in Section 5.3.

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

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

  • Environmental Reports means each and every “Phase I Environmental Site Assessment” (and, if applicable, “Phase II Environment Site Assessment”) as referred to in the ASTM Standards on Environmental Site Assessments for Commercial Real Estate, E 1527-2000 and an asbestos survey, with respect to each Mortgaged Property, prepared by one or more Environmental Auditors and delivered to Lender and any amendments or supplements thereto delivered to Lender.

  • Company Reports has the meaning set forth in Section 3.08(a).

  • Disclosure Notice means a notice issued by or on behalf of the Company requiring disclosure of interests in shares pursuant to section 212 of the Act;

  • Environmental Report The environmental audit report or reports with respect to each Mortgaged Property delivered to the related Mortgage Loan Seller in connection with the origination or acquisition of the related Mortgage Loan.

  • Public Reports includes all reports filed by Company under the Act or the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two full fiscal years preceding the Effective Date and thereafter.

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

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

  • disclosure date means either of the following:

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

  • Buyer SEC Reports has the meaning set forth in Section 4.6.

  • Disclosure Record means the Company’s prospectuses, annual reports, annual and interim financial statements, annual information forms, business acquisition reports, management discussion and analysis of financial condition and results of operations, information circulars, material change reports, press releases and all other information or documents required to be filed or furnished by the Company under Applicable Securities Laws which have been publicly filed or otherwise publicly disseminated by the Company;