Specifically Disclosed definition

Specifically Disclosed means disclosed in the Transaction Reports, this Agreement and/or the Annexes hereof (including, the Financial Statements) in a way that the relevant facts or circumstances and their potential impact and/or effect could be expected to be readily identified.
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Specifically Disclosed means to the extent fairly disclosed in or by the specific disclosures in the Disclosure Letter (which may for the avoidance of doubt include cross references to specific information in the relevant Disclosure Documents or to other specific disclosures in the Disclosure Letter) (each such disclosure of which shall reference the particular Key Warranty to which it relates, provided that any specific disclosure in the Disclosure Letter against another paragraph of Part B or Part C of Schedule 7 shall be deemed to apply to the Key Warranties in paragraph 5 of Part B of Schedule 7, if and to the extent that the relevance of such disclosure to such Key Warranties is reasonably apparent), with sufficient details to identify the nature and scope of the matter so disclosed;
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Specifically Disclosed means specific, adequate and fair written disclosure sufficient to provide notice of the relevant matter or event to a reasonable purchaser, including sufficient detail regarding such matter or event to enable a reasonable purchaser to make an informed assessment of the nature and scope of the matter or event disclosed and assess the impact of such matter or event on the Business.
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Examples of Specifically Disclosed in a sentence

  • Other Than As Specifically Disclosed Herein, Seller Has Not Made, Does Not Make, And Expressly Disclaims, Any Warranties, Representations, Covenants Or Guarantees, Expressed Or Implied, Or Arising By Operation Of Law, As To The Merchantability, Habitability, Quantity, Quality Or Environmental Condition Of The Property Or Its Suitability Or Fitness For Any Particular Purpose Or Use.

  • Each of the Representations and Warranties is made to the Purchasers subject to the exceptions Specifically Disclosed in the Disclosure Schedules, it being provided that disclosures labeled “For informational purposes” are not intended to disclose any specific risk or exception but are purely informational and do not qualify the extent of any Representation or Warranty.

  • Other Than as Specifically Disclosed Herein, Seller Has Not Made, Does Not Make, And Expressly Disclaims, Any Warranties, Representations, Covenants Or Guarantees, Expressed Or Implied, Or Arising By Operation Of Law, As To The Merchantability, Habitability, Quantity, Quality Or Environmental Condition Of The Property Or Its Suitability Or Fitness For Any Particular Purpose Or Use.


More Definitions of Specifically Disclosed

Specifically Disclosed has the meaning given to same in Section 7.1.
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Specifically Disclosed or "specific disclosures" shall only mean those disclosures made in the Disclosure Schedules which are indicated with an asterisk.
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Related to Specifically Disclosed

  • Disclosed means fairly disclosed (with sufficient details to identify the nature and scope of the matter disclosed) in or under the Disclosure Letter;

  • Fairly Disclosed means fairly disclosed in sufficient detail to enable the Buyer to identify and assess the nature and scope of the matter disclosed;

  • 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.

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

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

  • Disclosure Letter the disclosure letter delivered by Sellers to Buyer concurrently with the execution and delivery of this Agreement.

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

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

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

  • Company Disclosure Schedule means the disclosure schedule delivered by the Company to and accepted by Parent and Merger Sub on the date hereof.

  • 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.

  • Disclosure shall have the meaning given to such term under the HIPAA regulations in 45 CFR § 160.103.

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

  • 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.

  • Information Disclosure Requirements means the requirements to disclose information under:

  • Parent Disclosure Letter has the meaning set forth in Article IV.

  • Adverse Disclosure means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

  • Disclosures means the disclosures set out in ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .

  • Business Confidential Information means all information, knowledge or data related to the operation of the Business or the Company that is not in the public domain or otherwise publicly available, other than as a result of any action or inaction by a Seller, or that has been treated as confidential by the Company.

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

  • 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.

  • Data Room Information means the information and documents listed in the index of documents contained in the Data Site attached to the Company Disclosure Letter;

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

  • 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.

  • Parent Disclosure Schedule means the Parent Disclosure Schedule delivered to the Company on the date of this Agreement.

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