Holdings Disclosure Schedule definition

Holdings Disclosure Schedule means the Disclosure Schedule being delivered by Holdings concurrently with the execution of the Agreement and Plan of Merger relating to the Holdings Merger.
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Holdings Disclosure Schedule means the Disclosure Schedule delivered by Holdings pursuant to Section 5.1.
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Holdings Disclosure Schedule means the disclosure schedule delivered by Holdings to AmSurg prior to the execution of this Agreement.
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Examples of Holdings Disclosure Schedule in a sentence

  • Parent Holdings and Holdings shall cause all intercompany accounts to be settled, and all Affiliate Agreements to be treated, as set forth in Section 4.10 of the Holdings Disclosure Schedule.

  • Section 4.10 of the Holdings Disclosure Schedule sets forth a true and complete list of all agreements, Contracts, arrangements, payables, obligations and understandings between Holdings or any of its subsidiaries, on the one hand, and Parent Holdings or any of its Affiliates (other than Holdings or its subsidiaries), on the other hand (the "Affiliate Agreements").

  • Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of Parent Holdings and its Subsidiaries, and except as set forth in Section 4.5 of Parent Holdings Disclosure Schedule, no Regulatory Agency has initiated any proceeding or, to the knowledge of Parent Holdings, investigation into the business or operations of Parent Holdings or any of its Subsidiaries since December 31, 1995.

  • Each contract, arrangement, commitment or understanding of the type described in this Section 4.19(a), whether or not set forth in Section 4.19(a) of the Parent Holdings Disclosure Schedule, is referred to herein as a "Parent Holdings Contract".

  • The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405.

  • Holdings has provided the Company with true and correct copies of the form of Management Equity Agreements and the form of Other Equity Agreements and related letter agreements, which are included in Section 2.2(f) of the Holdings Disclosure Schedule.

  • An executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule.

  • Section 4.11 of the Holdings Disclosure Schedule lists each Contract as of the date hereof to which Holdings or C&A Products is a party relating directly or indirectly to indebtedness for borrowed money in excess of ten million dollars ($10,000,000) or the registration, voting or transfer of, or preemptive rights with respect to, any equity security of Holdings or C&A Products.

  • The Holdings Disclosure Schedule also contains complete and accurate copies of the unaudited consolidated balance sheets, consolidated statements of income, retained earnings and cash flows (together with any supplementary information thereto) for the quarterly periods with respect to the fiscal years ended January 6, 1996 and January 4, 1997.

  • With respect to each parcel of real property owned in fee, leased or subleased by the Transferred Companies (the "Real Property"), Section 3.17 of the Holdings Disclosure Schedule sets forth a complete and accurate list setting forth its address and, in the case of owned Real Property, its legal description.


More Definitions of Holdings Disclosure Schedule

Holdings Disclosure Schedule means the disclosure schedule being delivered by Holdings concurrently with the execution of this Agreement. "Holdings Effective Time" shall have the meaning set forth in Section 2.3 hereof. "Holdings Material Adverse Effect" shall mean a material adverse effect on the business, results of operation or financial condition of Holdings and its subsidiaries, taken as a whole. "Holdings Merger" shall have the meaning set forth in the recitals hereof. "Holdings SEC Reports" shall have the meaning set forth in Section 4.7(a) hereof. "Holdings Shares" shall have the meaning set forth in Section 4.2(a). "HSR Act" shall mean the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. "Indebtedness" of any Person at any date shall include (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness of such Person that is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (d) all liabilities secured by any Lien (as hereinafter defined) on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, and (e) all direct or indirect guarantees of any of the foregoing for the benefit of another Person. "Indemnifying Party" shall have the meaning set forth in Section 9.2(c) hereof.
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Related to Holdings Disclosure Schedule

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

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

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

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

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

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

  • Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company in connection with, and upon the execution of, this Agreement.

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

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

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

  • 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.

  • Buyer Disclosure Schedules means the disclosure schedules delivered by Buyer to Seller concurrently with the execution and delivery of this Agreement.

  • 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.

  • 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.

  • 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.

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

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

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

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

  • Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).

  • Parent SEC Reports has the meaning set forth in Section 4.5(a).

  • Company SEC Documents shall have the meaning set forth in Section 4.7(a).

  • 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;