disclosure letter sample

b.the disclosure letter will be arranged to correspond to the representations and warranties in schedule 3 to this agreement, and the disclosure in any section of the disclosure letter shall qualify the corresponding provision in section 3 and any other section or provision of this agreement or schedule 3 to which it is reasonably apparent from such disclosure that such disclosure relates. mbt and each subsidiary possess all licenses, franchises, permits and other authorizations necessary for the continued conduct of their respective businesses without material interference or interruption, except where the failure to possess such licenses or other authorizations would not be reasonably expected to have a material adverse effect on mbt, and such licenses, franchises, permits and authorizations shall be transferred to first merchants on the effective date without any material restrictions or limitations thereon or the need to obtain any consents of third parties, except as otherwise set forth in the mbt disclosure letter. mbt shall supplement, amend and update as of the effective date the mbt disclosure letter with respect to any matters hereafter arising which, if in existence or having occurred as of the date of this agreement, would have been required to be set forth or described in the mbt disclosure letter. lbi shall supplement, amend and update as of the effective date the lbi disclosure letter with respect to any matters hereafter arising which, if in existence or having occurred as of the date of this agreement, would have been required to be set forth or described in the lbi disclosure letter. f&m shall supplement, amend and update as of the effective date the f&m disclosure letter with respect to any matters hereafter arising which, if in existence or having occurred as of the date of this agreement, would have been required to be set forth or described in the f&m disclosure letter. (b) the issued and outstanding equity interests of each of the peanuts companies (including the holders thereof) is set forth in section 4.4(b) of the seller disclosure letter. any disclosure made by a party in the applicable disclosure letter, or any section thereof, with reference to any section of this agreement or section of the applicable disclosure letter shall be deemed to be a disclosure with respect to such other applicable sections of this agreement or sections of the applicable disclosure letter if it is reasonably apparent on the face of such disclosure that such disclosure is responsive to such other section of this agreement or section of the applicable disclosure letter. if any information required by this agreement to be furnished in any section of the disclosure letter is contained in this agreement or in any section of the disclosure letter, such information shall be deemed to be included in all sections of the disclosure letter to the extent it is reasonably apparent that such information is applicable to such other section of the disclosure letter. headings have been inserted in the sections of the disclosure letter for the convenience of reference only and shall to no extent have the effect of amending or changing the express description of the sections as set forth in this agreement. each jurisdiction in which gadsden is qualified or licensed to do business under which it conducts business in any jurisdiction is identified in section 3.1(a) of the gadsden disclosure letter.







any matter set forth in any section or subsection of the gadsden disclosure letter or the parent disclosure letter shall be deemed to be a disclosure for all purposes of this agreement and all other sections or subsections of the gadsden disclosure letter or the parent disclosure letter to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections or subsections, but shall expressly not be deemed to constitute an admission by gadsden or any gadsden subsidiary, or parent or any parent subsidiary, as the case may be, or otherwise imply, that any such matter rises to the level of a gadsden material adverse effect, or a parent material adverse effect, or is otherwise material for purposes of this agreement or the gadsden disclosure letter or the parent disclosure letter. no reference to or disclosure of any item or other matter in the company disclosure letter shall be construed as an admission or indication that such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in the company disclosure letter. a complete list of each subsidiary of the company and its jurisdiction of incorporation, formation or organization, as applicable, is set forth on section 4.2 of the company disclosure letter. a complete list of each subsidiary of panavision and its jurisdiction of incorporation, formation or organization, as applicable, is set forth in section4.2 of the panavision disclosure letter. (a) a list of the names of the company’s subsidiaries, including their jurisdiction of organization and the name of any equityholder other than the company or any subsidiary of the company is set forth on section 4.07(a) of the company disclosure letter. all indebtedness of the company and its subsidiaries as of the date of this agreement is set forth in section3.19 of the company disclosure letter. sections 5.2(a) and 5.2(h) of the company disclosure letter shall be replaced in its entirety as set forth in the amended and restated disclosure letter delivered to the parent as of the date of this amendment. the exceptions, modifications, descriptions and disclosures in any section of the seller disclosure letter are made for all relevant purposes of this agreement and are exceptions by members of the seller group to all representations and warranties set forth in this agreement or in any instrument delivered pursuant to this agreement to the extent applicable thereto. except as disclosed in schedule 3.1(j) of the bmg disclosure letter, there are no consents or waivers required from any party under any bmg material contract to which bmg or its subsidiaries are a party in order for bmg to proceed with the completion of the transactions contemplated by this agreement and the arrangement. (c) a true and complete list of all subsidiaries of the company as of the date hereof is set forth on section4.2(c) of the company disclosure letter.

the commission has stated that a number of its disclosure rules may require disclosure related to climate change. the following illustrative letter contains sample comments that the division may issue to companies regarding their climate-related disclosure or the absence of such disclosure. any comments issued would be appropriately tailored to the specific company and industry, and would take into consideration the disclosure that a company has provided in commission filings. we have reviewed your filing and have the following comments regarding compliance with the topics addressed in the commission’s 2010 guidance regarding disclosure related to climate change, release no.

please respond to these comments by providing the requested information and/or revising or updating your disclosure as applicable. if you do not believe our comments apply to your facts and circumstances, please tell us why in your response. this guidance is not a rule, regulation, or statement of the securities and exchange commission (“commission”). the commission has neither approved nor disapproved its content. [2] commission guidance regarding disclosure related to climate change, release no.

disclosure letter. (a) the disclosures in the disclosure letter, and those in any supplement thereto, must relate only to the representations and warranties the information set forth in the disclosure letter is disclosed solely for the purposes of this agreement, and no information set forth therein shall be deemed the disclosure letter is the document which formally records these disclosed exceptions to the warranties. it is therefore an integral part of the transaction, disclosure letter pdf, disclosure letter pdf, disclosure letter for employment, non disclosure agreement, disclosure letter template uk.

this is a template disclosure letter for disclosing against warranties provided in an m&a or capital raising transaction. typically under these transactions this letter constitutes the disclosure letter (company) as defined in the agreement (referred to herein as the “disclosure letter”) and, disclosure letter acquisition of the shares in, or the business and assets of, a private limited company. the letter is prepared by the seller in the, disclosure, full disclosure meaning.

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