Fairly Disclosed definition

Fairly Disclosed means fairly disclosed in sufficient detail to enable the Buyer to identify and assess the nature and scope of the matter disclosed;
Fairly Disclosed means disclosed in sufficient detail to identify the nature of the matter disclosed and assess the scope and impact of such matter disclosed;
Fairly Disclosed means disclosed in reasonable detail and specificity as would enable a reasonable purchaser to identify in all material respects the relevant facts, nature and scope of the matter concerned;

Examples of Fairly Disclosed in a sentence

  • None of the representations and warranties set forth in this Section 3.01, taking into account the Disclosures as Fairly Disclosed, contains any untrue statement of a material fact or omits a material fact necessary to make each statement contained herein or therein, in light of the circumstances in which they were made, misleading in any material respect.

  • The Company has Fairly Disclosed in the VDR a true and complete copy of each such employment agreement.


More Definitions of Fairly Disclosed

Fairly Disclosed means disclosed in the Disclosed Information with sufficient detail to enable a reasonable and professional purchaser (taking into account its industry knowledge in respect of the Business) with the assistance of professional advisers to make a reasonably informed assessment of the facts, matters or information concerned and their nature and effect, where matters that appear from a prima facie review of the Disclosed Information shall in any event be deemed Fairly Disclosed;
Fairly Disclosed means information fairly disclosed in the Data Room Information, with sufficient detail to enable a reasonable person to identify and understand the nature, significance and scope of the matter disclosed and to evaluate the purpose and effect of the disclosure.
Fairly Disclosed has the meaning given to it in clause 7.5;
Fairly Disclosed means disclosure of information that is made in a manner which would enable a sophisticated investor, experienced in transactions of the nature of the transaction contemplated in the Acquisition Agreement, to be aware of the substance and consequences of the relevant fact, matter, event or circumstance at the Commencement Date.
Fairly Disclosed means, with respect to a given fact, information, or matter, a fact or matter disclosed in this Agreement, the Exhibits thereto, the Data Room and/or the Disclosed Emails, in sufficient details to enable a reasonable investor of the kind of the Purchaser, assisted by its advisers, to review and to make an informed assessment of the nature and scope of the matter being disclosed and the precise consequences thereof in such a manner that the nature of the relevant fact, information or matter referenced in this Agreement, the Exhibits thereto, the Data Room and/or the Disclosed Emails is reasonably apparent from the disclosures, it being specified that, for the avoidance of doubt, a fact, information or matter may be deemed Fairly Disclosed (if fulfilling the criteria set above), even if the risk attached to such fact or matter is not quantified.
Fairly Disclosed means disclosure of information that is sufficient in content and made in a manner and context which would enable a reasonable and sophisticated investor, in the Purchaser’s position and experienced in transactions of the nature of the transaction contemplated in this agreement, to assess the nature, significance and scope (but not necessarily the financial quantum of any Loss relating to) of the fact, matter or circumstance so disclosed;
Fairly Disclosed means disclosed in writing as part of the Due Diligence Process or in this Agreement or its Schedules with a reasonable degree of detail described and scheduled in relevant context to enable a prudent professional purchaser operating in the same business sector and professionally advised to identify the nature and scope of the matter being disclosed.