RMT Partner Disclosure Letter definition

RMT Partner Disclosure Letter means the RMT Partner Disclosure Letter that has been prepared by RMT Partner in accordance with the requirements of Section 9.6 of this Agreement and that has been delivered by RMT Partner to Remainco concurrently with the execution of this Agreement.
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RMT Partner Disclosure Letter means the disclosure letter delivered by RMT Partner to Parent immediately prior to the execution of this Agreement.
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Examples of RMT Partner Disclosure Letter in a sentence

  • Any purported update or modification to the Remainco Disclosure Letter or RMT Partner Disclosure Letter after the date hereof without the prior written consent of the other party shall be disregarded.

  • All of said assets are owned by the RMT Partner Companies free and clear of any Encumbrances, except (i) for Encumbrances securing the RMT Partner Credit Agreement; (ii) where the failure to have such good and valid title results from any liens described in Section 3.8 of the RMT Partner Disclosure Letter; or (iii) any other Permitted Encumbrance.

  • The RMT Partner Disclosure Letter shall be arranged in separate parts corresponding to the numbered and lettered sections contained in Article III.

  • Except as provided in the preceding sentence and disclosed in Section 7.2(a) of the RMT Partner Disclosure Letter and except for shares of Pre-Closing RMT Partner Capital Stock that after the date hereof become reserved for issuance or subject to issuance as permitted under this Agreement, RMT Partner has no shares of Pre-Closing RMT Partner Capital Stock reserved for, or subject to, issuance.

  • The RMT Partner Companies are the lessees of, and hold valid leasehold interests in, all assets purported to have been leased by them, and the RMT Partner Companies enjoy undisturbed possession of such leased assets, except where the failure to have such valid leasehold interest results from any liens described in Section 3.8 of the RMT Partner Disclosure Letter, liens created or otherwise imposed by Remainco or the Spinco Companies or any other Permitted Encumbrance.

  • Except as set forth on Section 5.2(a) of the RMT Partner Disclosure Letter, RMT Partner shall not submit any other proposals for approval at the RMT Partner Stockholders’ Meeting without the prior written consent of Remainco (such consent not to be unreasonably withheld, conditioned or delayed).

  • For the avoidance of doubt, this Section 9.8 does not apply to or supersede the equivalent provision in the Merger Agreement, but the RMT Partner Disclosure Letter and the Spinco Disclosure Letter do constitute part of the agreement among the Parties and RMT Partner with respect to this Agreement and the transactions contemplated hereby.

  • The Remainco Disclosure Letter and RMT Partner Disclosure Letter shall each be delivered as of the date hereof, and no amendments or modifications thereto shall be made without the prior written consent of Remainco and RMT Partner.

  • Whenever required by the context, any pronoun used in this Agreement or the Parent Disclosure Letter or RMT Partner Disclosure Letter will include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns, and verbs will include the plural and vice versa.

  • The insurance policies carried by or for the benefit of RMT Partner and its Subsidiaries or the assets, properties or personnel of the RMT Partner Business, or for the benefit of each of RMT Partner and its Subsidiaries or its assets, properties or personnel (collectively, the “RMT Partner Insurance Policies”), in each case as of the date of this Agreement and that are material to the RMT Partner Business are set forth on Section 7.14 of the RMT Partner Disclosure Letter.

Related to RMT Partner Disclosure Letter

  • Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company simultaneously with the execution of 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.

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

  • 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.

  • Buyer Disclosure Schedule means the disclosure schedule dated as of the date hereof delivered by Buyer to Seller in connection with the execution and delivery of this Agreement.

  • Buyer Disclosure Schedules means the disclosure schedules of the Buyer, dated as of the date hereof, accompanying 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.

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

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

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

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

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

  • Disclosure Letter means the disclosure letter, dated the Effective Date, delivered by the Credit Parties to the Collateral Agent, as may be updated on the Tranche A Closing Date (if required and as permitted hereunder).

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

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

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

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

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

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

  • 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.

  • 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 Proxy Statement has the meaning set forth in Section 3.5.

  • Acquiror has the meaning specified in the Preamble hereto.

  • Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).