Examples of Holdco Disclosure Schedule in a sentence
Section 4.13 of the Holdco Disclosure Schedule sets forth a complete list of the Benefit Plans.
Except as set forth in Section 4.07(a) of the Holdco Disclosure Schedule, each of the Holdco Financial Statements (i) was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of Holdco as at the date thereof and for the period indicated therein.
Pubco, Merger Sub I, Merger Sub II hereby acknowledge and agree that except for the representations and warranties set forth in Article IV (as modified by the Holdco Disclosure Schedule), or any ancillary agreement contemplated thereby, none of Holdco or its Representatives, affiliates or any other person, has made or is making any express or implied representation or warranty with respect to Holdco or its or their business or operations.
This Holdco Disclosure Schedule is not intended to constitute, and shall not be construed as constituting, representations or warranties of Holdco except as and to the extent provided in the Agreement or to expand the scope of the representations or warranties of Holdco under the Agreement.
Holdco has delivered to the Company a true, correct and complete copy of each of the Buyer Group Contracts, each of which is listed in Section 4.09 of the Holdco Disclosure Schedule.
Each Pension Plan and Welfare Plan disclosed in the Holdco Disclosure Schedule (which Plans have been heretofore delivered to HCCH) and maintained by Holdco has been maintained in all material respects in compliance with their terms and all provisions of ERISA and the Code (including rules and regulations thereunder) applicable thereto.
Any disclosure with respect to a particular paragraph or section of this Holdco Disclosure Schedule shall be deemed to be disclosed for other paragraphs and sections of this Holdco Disclosure Schedule to the extent that the relevance of such disclosure would be reasonably apparent to a reader of such disclosure.
This Holdco Disclosure Schedule sets forth exceptions to the representations, warranties, covenants and other agreements made by Holdco in the Agreement and is intended to qualify such representations, warranties, covenants and agreements.
All consents, approvals and authorizations set forth on Section 8.01(e) of the Holdco Disclosure Schedule shall have been obtained from and made with all Governmental Authorities.
At the Closing, Pubco shall deliver its duly executed signatures to the Registration Rights Agreement Joinder to each of the stockholders of Holdco set forth on Section 7.16 of the Holdco Disclosure Schedule that has also duly executed the Registration Rights Agreement Joinder, and the stockholders of Holdco set forth on Section 7.16 of the Holdco Disclosure Schedule shall be the only persons that Holdco may transfer or assign its rights and obligations under the Registration Rights Agreement.