Examples of Newco Disclosure Schedule in a sentence
Except as set forth on Newco Disclosure Schedule 5.6 (whose fees and expenses shall be paid by Newco), no Person has acted, directly or indirectly, as a broker, finder or financial advisor for Newco, REG or Purchaser in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.
This Agreement and the Merger Agreement (including the Online Disclosure Schedule, the Omega Disclosure Schedule and the Newco Disclosure Schedule relating thereto) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof.
Attached as Annex A-1 to A-2 of the Newco Disclosure Schedule are true and complete copies of the letters addressed to the Company, dated the date hereof, issued in connection with the financing of the transactions contemplated by this Agreement (collectively, the "Commitment Letters").
The terms and conditions of the letters attached as Annex A-1 to A-2 of the Newco Disclosure Schedule are satisfactory to Newco.
Newco shall have received the proceeds of financing on the terms and conditions set forth in Annexes A-1 through A-2 of the Newco Disclosure Schedule or upon terms and conditions which are substantially equivalent thereto and to the extent that any terms and conditions are not set forth in Annexes A-1 through A-2 of the Newco Disclosure Schedule, on terms and conditions reasonably satisfactory to Newco.
No broker, investment banker, financial advisor or other Person, other than as set forth in Section 5.4 of the Newco Disclosure Schedule, the fees and expenses of which will be paid by Newco, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Newco.
ARTICLE REPRESENTATIONS AND WARRANTIES OF NEWCO Newco represents and warrants to the Company that, except as set forth in the Newco Disclosure Schedule delivered to the Company prior to the execution of this Agreement (the "Newco Disclosure Schedule"), but, with respect to any representation or warranty, only to the extent that it would be reasonably apparent that a reference on the Newco Disclosure Schedule relates to such representation or warranty: SECTION Organization and Qualification.
The Newco Disclosure Schedule sets forth (a) the authorized capital stock of each direct and indirect Subsidiary of Newco and Newco Sub and the percentage of the outstanding capital stock of each Subsidiary directly or indirectly owned by Newco or Newco Sub, and (b) the nature and amount of any such equity investment, other interest or advance.
Oh By: /s/ Xxx Xxxxxx Name: Xxx Oh Name: Xxx Xxxxxx Title: President Title: Treasurer Signature Page to Amended and Restated Asset Purchase Agreement AMENDED DISCLOSURE SCHEDULE The attached amended Newco Disclosure Schedule 5.2(i) to the Amended and Restated Agreement and Plan of Merger by and among REG Newco, Inc., REG Merger Sub, Inc., and Renewable Energy Group, Inc.
She earned her BA in political science from Saint Joseph’s University in Philadelphia, Pennsylvania.