NDC Entity definition
Examples of NDC Entity in a sentence
All documents that any NDC Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
No NDC Entity has incurred or paid any Liability since February 28, 1997, except for such Liabilities incurred or paid (i) in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a NDC Material Adverse Effect or (ii) in connection with the transactions contemplated by this Agreement.
For purposes of participation, vesting and (except in the case of NDC retirement plans) benefit accrual under NDC's employee benefit plans, the service of the employees of the Source Entities prior to the Effective Time shall be treated as service with a NDC Entity participating in such employee benefit plans.
Each NDC Entity has in effect all Permits -------------------- necessary for it to own, lease or operate its material Assets and to carry on its business as now conducted, and there has occurred no Default under any such Permit.
Each of the shares of Source Common ---------------------------- Stock and Source Preferred Stock held by any Source Entity or by any NDC Entity shall be canceled and retired at the Effective Time and no consideration shall be issued in exchange therefor.
No NDC Entity has any ---------------------------------- Liabilities that are reasonably likely to have, individually or in the aggregate, a NDC Material Adverse Effect, except Liabilities which are accrued or reserved against in the consolidated balance sheets of NDC as of May 31, 1996 and February 28, 1997, included in the NDC Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto.
None of the information supplied or to --------------------------- be supplied by any NDC Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by NDC with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading.
Each NDC Entity has in effect all Permits --------------------- necessary for it to own, lease or operate its material Assets and to carry on its business as now conducted, and there has occurred no Default under any such Permit.
No NDC Entity or any Affiliate thereof has ------------------- taken or agreed to take any action or has any Knowledge of any fact or circumstance that is reasonably likely to materially impede or delay receipt of any Consents of Regulatory Authorities referred to in Section 6.1(b) or result in the imposition of a condition or restriction of the type referred to in the last sentence of such Section.
The following ------------------------------------------------- persons shall be referred to as "Global Payments Health and Welfare Plan Participants": (i) each Global Payments Employee; (ii) each former employee of NDC or an NDC Entity whose last employment was with a member of the Global Payments Group; and (iii) any other person who is designated in writing by NDC and Global Payments as being a Global Payments Health and Welfare Plan Participant.