NSC Disclosure Schedule definition

NSC Disclosure Schedule means the disclosure schedule attached hereto and dated as of the Agreement Date and delivered by HoldCo to Parent on the Agreement Date listing any exceptions to the representations and warranties of HoldCo and the Company herein (each of which exceptions, in order to be effective, shall clearly indicate the section and, if applicable, the subsection of Article III to which it relates, unless it is reasonably apparent on its face that such information qualifies another representation and warranty of HoldCo or the Company).
Sample 1

Examples of NSC Disclosure Schedule in a sentence

  • Except as otherwise provided for in Section 3.9 of the NSC Disclosure Schedule, HoldCo and the Company have good and marketable title to all of its assets and properties (including those shown on the Company Balance Sheet) free and clear of all Encumbrances, other than NSC Permitted Encumbrances.

  • Parent shall have the HoldCo Stockholders released at Closing from such personal guarantees set forth on Section 7.6 of the NSC Disclosure Schedule.

  • Section 3.18 of the NSC Disclosure Schedule sets forth the name of the insurer under each such policy and bond, the type of policy or bond, and the coverage amount and any applicable deductible.

  • Section 3.4(h) of the NSC Disclosure Schedule includes true, correct and complete copies of the documents and certificates effecting such plan of reorganization, including the certificates of formation and/or incorporation of HoldCo and HoldCo Merger Sub, the filed and approved certificate effecting such merger, and the filed and approved certificate of conversion of the Company effecting its conversion into a limited liability company.

  • All Governmental Permits held by HoldCo or the Company as of the Agreement Date pursuant to any Environmental Law (if any) are identified in Section 3.19 of the NSC Disclosure Schedule.

  • Except as set forth on Section 3.21 of the NSC Disclosure Schedule, the Accounts Receivable constitute only valid, undisputed claims of the Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practices, and are collectible in full within 90 days following the Closing.

  • The auditing role may be shared with other duties or provided within the resources of individual groups.

  • In addition, .Azurel agrees and accepts the officers and directors of Azurel following the Merger of persons listed on Section 2.1 of the NSC Disclosure Schedule, until the earlier of their death, resignation or removal or until their respective successors are duly appointed and qualified.

  • Section 3.23 of the NSC Disclosure Schedule sets forth the account number and names of authorised signatories with respect to each account maintained by or for the benefit of the Company, HoldCo or in connection with its business at any bank or other financial institution.

  • Section 3.8(d) of the NSC Disclosure Schedule contains a true, correct and complete copy of the HoldCo Charter Documents and the Company Charter Documents.

Related to NSC 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.

  • 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.

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

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

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

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

  • 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.

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

  • 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.

  • 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.

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

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

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

  • 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.

  • 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;

  • Risk Disclosure Statement the risk disclosure statement provided by the Broker to the Client before the opening of the Account and/or from time to time in form prescribed by the SFC from time to time with the current version set out in Part IV;

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