Conexant Disclosure Schedule definition

Conexant Disclosure Schedule means the schedule of exceptions (dated as of the date of the Agreement), delivered by Conexant, if any, a copy of which is attached to the Agreement and incorporated in the Agreement by reference.
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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.

Related to Conexant Disclosure Schedule

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

  • 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 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.

  • Seller Disclosure Schedule means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.

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

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

  • Buyer Disclosure Schedules means the disclosure schedules of the Buyer, dated as of the date hereof, accompanying this Agreement.

  • Disclosure Letter means the disclosure letter, dated the Effective Date, delivered by the Credit Parties to the Collateral Agent, as may be updated on the Tranche A Closing Date (if required and as permitted hereunder).

  • Seller Disclosure Schedules means those certain Seller Disclosure Schedules dated as of the date of this Agreement, provided by Seller to Purchaser.

  • Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection with the execution and delivery of this Agreement.

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

  • Seller Disclosure Letter means the letter, dated as of the date hereof, delivered by Seller to Buyer prior to the execution of this Agreement and identified as the Seller Disclosure Letter.

  • Buyer Disclosure Letter means the letter, dated as of the date hereof, delivered by Buyer to Seller prior to the execution of this Agreement and identified as the Buyer Disclosure Letter.

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

  • Company Disclosure Schedules means the disclosure schedules delivered by the Company to the Commitment Parties on the date of this Agreement.

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

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

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

  • 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.

  • 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.

  • Company Disclosure Documents is defined in Section 3.4(g) of the Agreement.

  • Subsequent Disclosure Documents means any financial statements, management’s discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

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

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

  • Buyer SEC Reports has the meaning set forth in Section 4.6.