List of Debts Sample Clauses

List of Debts. Article 4.1.14 of the Disclosure Letter sets forth details of all Liabilities (including contingent liabilities or otherwise payable) of the Group Companies as of the First Closing Date. Except for the Liabilities listed in Article 4.1.14 of the Disclosure Letter, (a) the Group Companies do not have any debts of any nature, whether accrued, absolute, contingent, and whether due or to become due; (b) the Group Companies do not have any current administrative penalties, fines, arrears, evasion of taxes, payable but unpaid social insurance premium, pending litigation, arbitration, infringement and other liabilities (including contingent liabilities); (c) the Group Companies do not have any contingent liabilities that should be recorded in the Financial Statements in accordance with the PRC GAAP but have not been recorded, nor do they serve as a guarantor, indemnitor or guarantor of any Indebtedness of the Existing Shareholders or any other third party, nor have they provided any security for the debt or benefit of the Existing Shareholders or any other third party; (d) from the Execution Date to the Closing Date, the Group Companies have not incurred any loans, debts, liabilities, security or other contingent liabilities other than those incurred in the ordinary course of business.
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Related to List of Debts

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  • List of Contracts The information set forth in the List of Contracts is true, complete and correct in all material respects as of the Cutoff Date.

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  • LIST OF DEFINED TERMS A— Acquisition Proposal 36 Affiliates 6 Agreement 1, 52 Agreement Date 1 Alternative Acquisition Agreement 36 Alternative Financing 41 Antitrust Laws 39 Assignee 48 —B— Balance Sheet Date 18 Bank 40 Benefit Plans 19 Book Entry Shares 11 Business Day 2 —C— CERCLA 25 Certificate of Merger 9 Certificates 11 Change of Recommendation 35 Chestnut Merger Agreement 9 Closing 9 Closing Date 9 Company 1 Company Board 1 Company Board Recommendation 1 Company Bylaws 15 Company Charter 15 Company Common Stock 1 Company Disclosure Documents 16 Company Disclosure Schedule 15 Company Equity Plans 14 Company Material Adverse Effect 15 Company Restricted Stock 14 Company RSUs 14 Company SEC Reports 17 Company Stock Option 14 Company Stockholder Approval 27 Company Stockholders 1 Company’s Knowledge 19 Confidentiality Agreement 34 Consideration Fund 11 Continuing Director 6 Continuing Employees 37 Contract 17 —D— Debt Financing Letter 30 Delisting Period 42 DGCL 8 Dissenting Shares 13 —E— Effective Time 9 End Date 43 Environmental Laws 25 ERISA 19 ESPP 14 Exchange Act 2 Expiration Date 3 —F— FDCA 26 Financing 30 Financing Sources 47 Fully Diluted Basis 2 —G— GAAP 17 Good Manufacturing Practices 26 XXX Xxx 00 —I— Indemnified Parties 38 Initial Expiration Date 3 Insured Parties 38 Intellectual Property 22 IRS 20 —K— Knowledge of the Company 19 Knowledge of the Parent 31 —L— Law 2 License-In Contracts 22 License-Out Contracts 22 Loan Agreement 40 —M— Material Contract 18 Maximum Premium 38 MDD 26 Medical Device 26 Merger 1 Merger Consideration 11 Minimum Condition 2 —N— Notice Period 36 —O— Offer 1 Offer Documents 4 Offer Price 1 Offer to Purchase 2 Offering 14 Option Amount 13 Order 22 —P— Parent 1 Parent Disclosure Schedule 28 Parent Material Adverse Effect 28 Parent’s Knowledge 31 Paying Agent 11 Permits 21 Person 12 Post-Closing SEC Reports 42 Prohibited Payment 21 Proxy Statement 10 Purchaser 1 —Q— Qualifying Transaction 45 —R— Real Property 24 Representatives 33 —S— Schedule 14D-9 5 Schedule TO 4 SEC 3 Section 409A 20 Securities Act 8 Securities Exchange Rule 3 Share Acceptance Time 2 Shares 1 Short Form Threshold 10 Special Meeting 10 Subsequent Offering Period 3 Subsidiary 16 Superior Proposal 36 Surviving Corpo 8 —T— Tax 24 Taxes 23, 24 Taxing Authorities 23 Tender and Voting Agreements 1 Termination Fee 45 Top-Up Option 7 Top-Up Option Shares 7 Transactions 1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 1, 2010 (the “Agreement Date”), is by and among ev3 Inc., a Delaware corporation (the “Company”), Covidien Group S.a.r.l., a Luxembourg company (the “Parent”), and COV Delaware Corporation, a Delaware corporation and wholly owned subsidiary of the Parent (the “Purchaser”).

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  • Holders Lists and Reports SECTION 7.01. Company To Furnish Trustee Names and Addresses of Holders..................................48 SECTION 7.02. Preservation of Information; Communications to Holders.....................................48 SECTION 7.03. Reports by Trustee.........................................................................49 SECTION 7.04. Reports by Company.........................................................................49 ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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