Transferor Disclosure Letter definition

Transferor Disclosure Letter means the disclosure letter delivered by or on behalf of Company or Transferor, as applicable, prior to or concurrently with the execution and delivery of this Agreement, and which will be updated as of the Closing Date, unless such update, if not made, would result in Transferor not satisfying its obligations under Section 9.2(a).
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Transferor Disclosure Letter means the disclosure letter delivered by Transferor to Acquirer contemporaneously with the execution and delivery of this Agreement.
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Examples of Transferor Disclosure Letter in a sentence

  • Except as set forth in Section 4.16(b)(ii) of the Transferor Disclosure Letter, with respect to Owned Intellectual Property, Company or Subsidiary has good and valid title to such Owned Intellectual Property, free and clear of all Liens, other than Permitted Liens.

  • At the Closing, the Company and Subsidiary shall have good, valid and marketable title to each of the Owned Fixed Assets, and the valid and enforceable right to receive and/or use each of the Fixed Assets, in each case free and clear of any Liens, title defects, contractual restrictions, covenants or reservations of interests in title, except for the Liens set forth in Section 4.10(b) of the Transferor Disclosure Letter.

  • Section 4.9(a)(i) of the Transferor Disclosure Letter sets forth a correct and complete list (including address, record owner and legal description) of all interests in real property owned by the Company or Subsidiary (all such real property, together with all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property are collectively referred to herein as the “ Owned Real Property”).

  • Except as set forth on Section 4.18(b) of the Transferor Disclosure Letter, the employment of each employee listed in Section 4.18(a) of the Transferor Disclosure Letter is terminable at will, and no such employee is entitled to receive severance pay or other benefits from Company or Subsidiary following the termination of such employee’s employment.

  • The capitalization of Company is set forth in Section 4.2(a) of the Transferor Disclosure Letter.

  • Section 4.16(c) of the Transferor Disclosure Letter sets forth each item of Company Intellectual Property that any third party owns and that Company or Subsidiary uses pursuant to a license, sublicense, agreement, or permission (other than “off-the-shelf” software purchased for use in the day-to-day operations of its business) (collectively, the “ Licensed Intellectual Property”).

  • Section 4.9(b)(i) of the Transferor Disclosure Letter lists each real property leased, subleased, licensed or occupied (excluding the Owned Real Property) by, or from, Company or Subsidiary (the “ Leased Real Property” and, together with the Owned Real Property, the “Real Property”).

  • From 2014 to 2017, IPAM offered technical assistance through regular visits, and free inputs (e.g., wire for fences, fertilizers).

  • Except as set forth in Section 4.9(a)(ii) of the Transferor Disclosure Letter, the Company and Subsidiary own good, valid and marketable title to each of the Owned Real Property in which it has an interest, in each case free and clear of any Liens, title defects, contractual restrictions, easements, covenants or reservations of interests in title, except for Permitted Liens.

  • Except as set forth in Section 4.12(ii) of the Transferor Disclosure Letter, each of the Company and Subsidiary possesses all Permits and have made all notifications and applications to Governmental Authorities, that are required under law or otherwise necessary for each of the Company or Subsidiary to conduct its business as now being conducted and to construct, own, operate, maintain and use its assets in the manner in which they are now being constructed, operated, maintained and used.

Related to Transferor Disclosure Letter

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

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

  • Disclosure Schedule has the meaning set forth in Section 3 below.

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

  • Seller Disclosure Letter means the Seller Disclosure Letter attached hereto, dated as of the date hereof, delivered by Seller to Purchaser in connection with this Agreement.

  • Purchaser Disclosure Schedule means the schedule (dated as of the date of the Agreement) delivered to Seller and the Members by the Purchaser, a copy of which is attached to this Agreement.

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

  • Company Disclosure Letter has the meaning set forth in Article III.

  • 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 Schedule means the disclosure schedule delivered by Seller to Purchaser contemporaneously with the execution and delivery of the Agreement.

  • 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.

  • Seller Disclosure Schedules means the disclosure schedules of Seller delivered by Seller pursuant to this Agreement.

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

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

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

  • Parent Disclosure Schedule means the disclosure schedules delivered by Parent to the Company simultaneously with the execution of this Agreement.

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

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

  • 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.

  • 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.

  • Company SEC Documents has the meaning set forth in Section 3.5(a).

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

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

  • 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;

  • Schedule of Exceptions shall have the meaning set forth in Section 5, and is attached hereto as Exhibit C.

  • 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;