Schedule 3.5 definition

Schedule 3.5. Balance sheets for the transferred business dated as of December 27, 1996, and as of March 28, 1997

Examples of Schedule 3.5 in a sentence

  • The Company Interests set forth on Schedule 3.5 constitute all of the issued and outstanding equity interests in the Company as of the date hereof, and such Company Interests are owned by the applicable Former Members listed on Schedule 3.5. The Company Interests listed on Schedule 3.5 constitute all of the interests in and to the Company that are held by each Former Member.

  • Except as otherwise specified in Schedule 3.5, all Inventory and Equipment has been located at the address specified on Schedule 3.5 at all times during the four-month period prior to the date hereof while owned by the Debtor.

  • Schedule 3.5 correctly sets forth the location of all Equipment and Inventory, other than rolling stock, aircraft and goods in transit.

  • Seller shall not create, assume or permit to exist any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon the Assets, except for (i) liens disclosed on Schedule 3.5 and Schedule 3.6, which shall be removed prior to the Closing Date, (ii) liens for current taxes not yet due and payable, and (iii) mechanics' liens and other similar liens, which shall be removed prior to the Closing Date.

  • To Crow's knowledge and except as set forth on ---------------- Schedule 3.5 and in the financial statements delivered to Patriot, there are no ------------ special taxes or assessments relating to the Property or any part thereof or any planned public improvements that may result in a special tax or assessment against the Property or any agreement artificially reducing taxes and assessments for the Property.

  • Disclosure Schedule 3.5 contains a true, correct and complete list of all the officers and directors of the Company and the Company Subsidiary.

  • For private projects proceeding under Section 608.02, the applicant may be allowed to participate in the Request for Proposals process.

  • Except as set forth in Schedule 3.5, no Consent of any Governmental Authority or any other Person, is required by or with respect to Purchaser in connection with the execution and delivery of this Agreement by Purchaser, or the consummation by Purchaser of the transaction contemplated hereby, except for any consents which if not obtained would not reasonably be expected to result in a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement.

  • Schedule 3.5 lists all Permits of the Seller, each of which is current and in good standing.

  • Except as described on Schedule 3.5 hereto, the Company has no material Debt outstanding as of the date hereof.

Related to Schedule 3.5

  • Schedule F means internal revenue service schedule F (form 1040) filed by a taxpayer pursuant to the Internal Revenue Code.

  • Disclosed Litigation has the meaning specified in Section 3.01(b).

  • 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.

  • Material Consents as defined in Section 7.3.

  • Schedule means a schedule to 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 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.

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

  • Schedule E means internal revenue service schedule E (form 1040) filed by a taxpayer pursuant to the Internal Revenue Code.

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

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

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

  • Company Disclosure Schedule means the disclosure schedule of the Company referred to in, and delivered pursuant to, this Agreement.

  • Seller’s Knowledge means the actual knowledge of Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxx Xxxxxxx, Xxxx Xxxxxxxx and Xxxxx Xxxxxxxx.

  • Buyer Disclosure Schedule means the disclosure schedule of Buyer referred to in, and delivered pursuant to, this Agreement.

  • Public Filings means the reports, schedules, forms, statements and other documents filed by the Company or Bezeq with the SEC or the ISA, as applicable, and publically available at least two (2) Business Days prior to the date of this Agreement.

  • to Seller’s knowledge or “Seller’s Knowledge” means the present actual (as opposed to constructive or imputed) knowledge solely of Xxxx Xxxxxxx, Vice President, Leasing, and Xxxxxxxx Xxxxxxx, Senior Director of Property Management and regional property manager for this Property, without any independent investigation or inquiry whatsoever.

  • Commission Documents means, as of a particular date, all reports, schedules, forms, statements and other documents filed by the Company with the Commission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act, and shall include all information contained in such filings and all filings incorporated by reference therein.

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

  • Required Consents shall have the meaning set forth in Section 4.5.

  • Seller Disclosure Schedule means the disclosure schedule dated, and delivered by Seller to Buyer on, the date of this Agreement. The Sections of the Seller Disclosure Schedule will be numbered to correspond to the applicable Section of this Agreement and, together with all matters under such heading, will be deemed to qualify only that Section unless it is manifestly evident from such disclosure that it qualifies another Section, in which case it will be deemed to qualify such other Section.

  • SEC Documents shall have the meaning specified in Section 4.5.

  • 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.

  • Schedule 4 means Schedule 4 to ITEPA;

  • Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.

  • Material Contracts has the meaning set forth in Section 3.09(a).