Examples of TEF Covered Assets in a sentence
Set forth on Section 4.3 of the Disclosure Schedule is the number of all common shares and preferred shares representing the entire capital stock of each of the TEF Covered Assets, all of which were validly issued and fully paid, and the name of each shareholder therein who is the owner of record or beneficial owner of not less than 5% of the total capital stock of each of the TEF Covered Assets.
The Assets of the TEF Covered Assets are and will be sufficient for the continued conduct of the their businesses after each of the Closings, in substantially the same manner as conducted prior to the respective Closing.
All the representations and warranties made by the TEF Group with respect to the TEF Covered Assets shall also be deemed to have been made with respect to the Subsidiaries of each of the TEF Covered Assets, if any.
I f durin g th e previou s calenda r yea r th e aggregat e Compan y Employmen t Commitmen t wa s no t met , th e Annua l Paymen t payabl e th e followin g yea r shal l b e reduce d (o n a pro-rat a basis ) b y th e percentag e b y whic h th e aggregat e Compan y Employmen t Commitmen t wa s missed .
Except as stated otherwise in the TEF Group Financial Statements or in Section 4.8 of the TEF Group Disclosure Schedule, such TEF Group Financial Statements (a) fairly present, in all material respects, the financial position of the TEF Covered Assets as of the respective dates thereof, all in accordance with Brazilian GAAP consistently applied throughout the period indicated; and (b) are correct and complete in all material respects and are consistent with the books and records of the TEF Covered Assets.
Except (a) for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practices since the date of the TEF Group Financial Statements or (ii) which are duly reflected, or reserved against, in the TEF Group Financial Statements and (b) as otherwise disclosed herein or in Section 4.9 of the TEF Group Disclosure Schedule, none of the TEF Covered Assets has incurred any liabilities or obligations (whether direct, indirect, accrued or contingent).
Except as set forth in Section 4.10 of the TEF Group Disclosure Schedule, since December 31, 2001, the business of TEF Covered Assets has been conducted in the ordinary course consistent with past practices and there has not been any change in the business, results of operations or financial condition of any of the TEF Covered Assets as described in the TEF Group Financial Statements, which could be reasonably be expected to have a Material Adverse Effect.
TEM has made available to Portugal Telecom and PT Móveis in Section 4.1 of the TEF Group Disclosure Schedule complete and correct copies of the bylaws and the shareholders agreements of each of the TEF Covered Assets as currently in effect.
Attached in Section 4.8 of the Disclosure Schedule are copies of the audited consolidated financial statements as of and for the year ended December 31, 2001 and copies of the reviewed, consolidated financial statements as of the period ended June 30, 2002 with respect to each of the TEF Covered Assets (the financial statements referred to above and the accompanying notes thereto are referred to herein collectively as the “TEF Group Financial Statements”).
The TEF Group will, as of the Initial Closing, the Balance Closing and any Additional Closings, be the record and beneficial owner of, and will have good and marketable title to all of the Interests in the TEF Covered Assets intended to be transferred to the Company at any such Closing, free and clear of all liens, claims, title defects, charges, restrictions, rights of first refusal, options, security interests, mortgages, pledges, debts, demands or other encumbrances (“Liens”).