Examples of Conexant Disclosure Schedule in a sentence
The parties acknowledge and agree that, no later than five (5) days prior to the Closing Date, Conexant may update or supplement Parts 2.1 through 2.19 of the Conexant Disclosure Schedule solely for the purpose of reflecting events or occurrences occurring after the date hereof by providing to the Company and Carlyle an updated or supplemented Conexant Disclosure Schedule (which shall be marked to show changes against the original Conexant Disclosure Schedule).
Part 2.2(b) of the Conexant Disclosure Schedule identifies all of the Contributed Assets that are leased or licensed to the Conexant group Companies.
Part 2.14 of the Conexant Disclosure Schedule sets forth a list of all current customer contracts and current customer proposals of the Conexant Group Companies with respect to the Wafer Fabrication Operations.
As of the date hereof, no Conexant Group Company has received any communication from any supplier named on Part 2.14 of the Conexant Disclosure Schedule of any intention to terminate or materially reduce purchases from or supplies to any of the Conexant Group Companies.
Except as set forth in Part 2.2(a) of the Conexant Disclosure Schedule, all of the Contributed Assets owned by Newport Fab LLC are owned free and clear of any Encumbrances, other than Permitted Encumbrances.
Such updated parts of the Conexant Disclosure Schedule shall, solely for the purpose of Section 6.1 hereof (and not for the purpose of Section 8 hereof), be deemed to have amended the relevant parts of the Conexant Disclosure Schedule unless the events or occurrences reflected in such updated or supplemented parts of the Conexant Disclosure Schedule have or would reasonably be expected to have a Conexant Material Adverse Effect.
See Shared Agreements Table in Part 2.4(a) of the Conexant Disclosure Schedule.
Except as set forth on Part 2.8(c) of the Conexant Disclosure Schedule, the Wafer Fabrication Operations Permits constitute all of the Governmental Authorizations necessary (i) to enable the Conexant Group Companies to conduct the Wafer Fabrication Operations in the manner in which such business is currently being conducted, and (ii) to permit the Conexant Group Companies to own and use the Contributed Assets in the manner in which they are currently owned and used by the Conexant Group Companies.
Part 2.4(b) of the Conexant Disclosure Schedule lists each Contract to which any Conexant Group Company is a party that relates solely to the Wafer Fabrication Operations and which is transferable with consent of the other party thereto by Conexant to Newport Fab LLC in connection with the transactions contemplated by the Newport Fab Contribution Agreement (the “Transferred Contracts”).
Except as set forth in Part 2.7 of the Conexant Disclosure Schedule, none of the Conexant Group Companies has, during the past five (5) years, conducted any internal investigation concerning any actual or alleged violation of any Legal Requirement by any of the Conexant Group Companies, any Affiliate thereof, or any officer, director, employee, or agent thereof in connection with the conduct of the Wafer Fabrication Operations.