SpinCo Disclosure Schedule definition

SpinCo Disclosure Schedule means the Disclosure Schedule delivered by the Company and SpinCo to Parent on the date hereof and identified as such.
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SpinCo Disclosure Schedule means the Disclosure Schedule delivered by Pluto and Spinco to Utah on the date hereof and attached hereto.
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SpinCo Disclosure Schedule means the schedule prepared and delivered by Spinco to the Company as of the date of this Agreement, setting forth, among other things, certain information that, to the extent provided herein, qualifies certain representations, warranties and agreements of HP Co. and Spinco made in this Agreement.
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Examples of SpinCo Disclosure Schedule in a sentence

  • All of the Subsidiaries of Spinco and their respective jurisdictions of incorporation or organization (together with a designation of those Subsidiaries constituting Significant Subsidiaries of Spinco) are identified in Section 4.1 of the Spinco Disclosure Schedule.

  • The copies of the Spinco Certificate of Incorporation and Bylaws in existence on the date hereof are included as part of Section 4.1 of the Spinco Disclosure Schedule and are complete and correct and in full force and effect on the date hereof.

  • Each section of the Company Disclosure Schedule, the Forest Disclosure Schedule and the Spinco Disclosure Schedule qualifies the corresponding numbered representation and warranty or covenant to the extent specified therein, and any other representation, warranty or covenant to which such matter is relevant so long as the applicability of such matter to any such representation, warranty or covenant is reasonably apparent.

  • Section 6.13 of the Spinco Disclosure Schedule sets forth a list as of the date hereof of all material Collective Bargaining Agreements (a) that are applicable to Spinco Employees or former employees of any of the Spinco Entities, (b) to which any of the Spinco Entities is a party as of the date hereof or (c) to which any of the Pluto Entities is a party as of the date hereof and with respect to which any of the Spinco Entities will become a party pursuant to the Employee Matters Agreement.

  • True, correct and complete copies of the Certificate of Incorporation and By-laws of Spinco in effect on the date hereof are attached to Section 5.3(a)(i) of the Spinco Disclosure Schedule.

  • Section 4.3 of the Spinco Disclosure Schedule identifies all material consents, approvals and authorizations of any Governmental Authority that are legally required to be obtained by Spinco for the consummation of the transactions contemplated by the Transaction Agreements.

  • Included in Section 5.3(d)(i) of the Spinco Disclosure Schedule are the consolidated balance sheets of Spinco and its Subsidiaries as of September 30, 2005 and 2004, and the related consolidated statements of income, cash flows and stockholders’ equity for the fiscal years ended September 30, 2005 and 2004, in each case audited by Spinco’s independent public accountants, whose report thereon is included therewith (such statements, together with the notes thereto, the “Spinco Financial Statements”).

  • The Parties shall comply with the obligations set forth on Section 8.28 of the Spinco Disclosure Schedule.

  • Following the Effective Time, Xxxxxxx-Xxxxxx shall provide to Spinco the services described on Section 7.22 of the Spinco Disclosure Schedule for the periods and at the costs set forth thereon.

  • Such supplements shall not constitute a part of the Forest Disclosure Schedule, the Spinco Disclosure Schedule or the Company Disclosure Schedule, as the case may be, for purposes of this Agreement.


More Definitions of SpinCo Disclosure Schedule

SpinCo Disclosure Schedule means the Disclosure Schedule delivered by Remainco and Spinco to RMT Partner on the date hereof and attached hereto.
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SpinCo Disclosure Schedule means the Disclosure Schedule delivered by Pluto and Spinco to Utah on the date hereof and attached hereto. “Spinco Employee” has the meaning set forth in the Employee Matters Agreement.
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SpinCo Disclosure Schedule means the schedule prepared and delivered by Spinco to the Company as of the date of this Agreement, setting forth, among other things, certain information that, to the extent provided herein, qualifies certain representations, warranties and agreements of Forest and Spinco made in this Agreement.
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SpinCo Disclosure Schedule shall have the meaning specified in the Merger Agreement.
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Related to SpinCo Disclosure Schedule

  • Disclosure Schedule has the meaning set forth in Section 3 below.

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

  • Company Disclosure Schedule means the disclosure schedule delivered by the Company to and accepted by Parent and Merger Sub on the date hereof.

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

  • 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.

  • Seller Disclosure Schedule means the disclosure schedule delivered by Seller to Purchaser contemporaneously with the execution and delivery of the Agreement.

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

  • Company Disclosure Letter has the meaning set forth in Article III.

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

  • Parent Disclosure Letter has the meaning set forth in Article IV.

  • Purchaser Disclosure Schedule means the schedule (dated as of the date of the Agreement) delivered to Seller and the Members by the Purchaser, a copy of which is attached to this Agreement.

  • Seller Disclosure Schedules means the disclosure schedules of Seller delivered by Seller pursuant to this Agreement.

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

  • Seller Disclosure Letter means the Seller Disclosure Letter attached hereto, dated as of the date hereof, delivered by Seller to Purchaser in connection with this Agreement.

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

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

  • 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.

  • Seller Employee Plan means any plan, program, policy, practice, Contract or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA (whether or not ERISA is applicable to such plan), that is or has been maintained, contributed to, or required to be contributed to, by the Seller or any Seller Affiliate for the benefit of any Seller Employee, or with respect to which the Seller or any Seller Affiliate has or may have any liability or obligation, except such definition shall not include any Seller Employee Agreement.

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

  • Company SEC Documents has the meaning set forth in Section 3.5(a).

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

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

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

  • Company Employee Plans has the meaning set forth in Section 3.12(a).