Transferor Disclosure Schedule definition

Transferor Disclosure Schedule means the disclosure schedule prepared and delivered by Transferor as of the Execution Date pursuant to the terms and conditions hereof.
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Transferor Disclosure Schedule has the meaning ascribed thereto in Section 3.1.
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Transferor Disclosure Schedule shall have the meaning set forth in the preamble to Article V.
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Examples of Transferor Disclosure Schedule in a sentence

  • The Company does not have any Liability that is not shown on or provided for in the Financial Statements, other than Liabilities incurred or accrued in the ordinary course consistent with past practice since January 1, 2013 and reflected in the calculation of Net Working Capital pursuant to Section 2.2. Except as set forth on Section 3.5 of the Transferor Disclosure Schedule, the Company does not have any outstanding Indebtedness.

  • Other than as set forth on Section 3.11 of the Transferor Disclosure Schedule, all tangible and intangible properties and rights of the Company are in the possession, or under the control, of the Company.

  • Section 3.21 of the Transferor Disclosure Schedule sets forth a true and complete list and description of each bank account used by the Company and the name of each Person authorized to make withdrawals or other transfers from each such account.

  • Section 3.12 of the Transferor Disclosure Schedule sets forth a list of all such Insurance Policies.

  • Except as set forth on Section 3.13(a) of the Transferor Disclosure Schedule, all Taxes of the Company due and payable with respect to such Tax Returns (whether or not shown as due on a Tax Return), or otherwise payable by a Company, have been timely paid.

  • The terms “this Agreement,” “hereof,” “herein” and “hereunder” and similar expressions refer to this Agreement (including the Transferor Disclosure Schedule and the Exhibits) and not to any particular Article, Section or other portion hereof.

  • Other than as set forth on Section 3.11 of the Transferor Disclosure Schedule, the assets reflected on the most recent balance sheet included in the Financial Statements are sufficient for the operation of the Business as conducted prior to the Execution Date.

  • Section 3.19 of the Transferor Disclosure Schedule sets forth a list of all Intellectual Property owned or licensed by the Company.

  • Section 3.20 of the Transferor Disclosure Schedule contains a true and complete list of (x) the ten (10) largest customers of the Company based on recognized revenues and (y) the ten (10) largest suppliers of goods or services to the Company based on payments made thereto by the Company, in each case during the three (3) most recent fiscal years.

  • Except as set forth on Section 3.10(a) of the Transferor Disclosure Schedule, the Company has not mortgaged, assigned or transferred any interest in the Owned Real Property.


More Definitions of Transferor Disclosure Schedule

Transferor Disclosure Schedule means the Disclosure Schedule of Transferor, dated as of the date hereof.
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Transferor Disclosure Schedule has the meaning set forth in Section 2.
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Related to Transferor Disclosure Schedule

  • 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.

  • 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.

  • 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.

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

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

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

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

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

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

  • Buyer Disclosure Schedules means the disclosure schedules delivered by Buyer to Seller concurrently with the execution of 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 Schedules means the disclosure schedules delivered by the Company to the Commitment Parties on the date of this Agreement.

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

  • 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.

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

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

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

  • 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).

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

  • Purchaser Schedule means the Purchaser Schedule to this Agreement listing the Purchasers of the Notes and including their notice and payment information.