VDD Reports definition
Examples of VDD Reports in a sentence
Save as Disclosed in the VDD Reports, each of the Subsidiaries is a wholly-owned subsidiary of the Company and each of the shares of each such company has been properly allotted and issued and is fully paid or credited as fully paid.
The Sellers acknowledge that the VDD Reports made available to the Purchaser have been prepared in good faith in accordance with the principles set out in the respective engagement letters entered into between the authors of the VDD Reports and the Sellers and do not omit, to the best of their knowledge, any relevant material information that could have had a Material Adverse Effect of an amount equal or above €10,000,000.
No provisions or reserves shall be made in the Transfer Balance Sheet for any litigation risks or liabilities or any environmental risks or liabilities to the extent that they have been disclosed as part of the Data Room Information or the VDD Reports, save to the extent that new information arises in respect of those matters after the Signing Date (and new information shall not include the reinterpretation of any such matters or the liability attaching thereto by any person).
Facts and circumstances that could reasonably be concluded from the Data Room Information, or the VDD Reports, as well as facts and circumstances that could reasonably be concluded from the Information Memorandum, the management presentations, the answers to data room requests or in this Agreement or its Annexes are deemed to be known by the Purchaser.
In particular and not by way of limitation, the Sellers shall bear the costs, fees, charges and other expenses incurred in connection with the VDD Reports, Lazard and the Sellers’ attorneys.