Holdings Disclosure Schedule definition

Holdings Disclosure Schedule means the Disclosure Schedule being delivered by Holdings concurrently with the execution of the Agreement and Plan of Merger relating to the Holdings Merger.

Holdings Disclosure Schedule means the Disclosure Schedule delivered by Holdings pursuant to Section 5.1.

Holdings Disclosure Schedule means the disclosure schedule delivered by Holdings to AmSurg prior to the execution of this Agreement.

Examples of Holdings Disclosure Schedule in a sentence

• Parent Holdings and Holdings shall cause all intercompany accounts to be settled, and all Affiliate Agreements to be treated, as set forth in Section 4.10 of the Holdings Disclosure Schedule.

• Except as set forth in Section 4.2(b) of the Parent Holdings Disclosure Schedule, Parent Holdings owns, directly or indirectly, all of the issued and outstanding shares of capital stock of each of the Subsidiaries of Parent Holdings, free and clear of all liens, charges, encumbrances and security interests whatsoever, and all of such shares are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.

• Each contract, arrangement, commitment or understanding of the type described in this Section 4.19(a), whether or not set forth in Section 4.19(a) of the Parent Holdings Disclosure Schedule, is referred to herein as a "Parent Holdings Contract".

• The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405.

• Holdings has provided the Company with true and correct copies of the form of Management Equity Agreements and the form of Other Equity Agreements and related letter agreements, which are included in Section 2.2(f) of the Holdings Disclosure Schedule.

• An executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule.

• Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of Parent Holdings and its Subsidiaries, and except as set forth in Section 4.5 of Parent Holdings Disclosure Schedule, no Regulatory Agency has initiated any proceeding or, to the knowledge of Parent Holdings, investigation into the business or operations of Parent Holdings or any of its Subsidiaries since December 31, 1995.

• Except as described in Holdings Disclosure Schedule 3.4, no consents or approvals of, or filings or registrations with, any Regulatory Authorities or other third parties are necessary in connection with the execution and delivery of this Agreement by Holdings or the consummation of the Contemplated Transactions by Holdings, except where the failure to obtain such consents or approvals, or make such filings or registrations, would not have a Material Adverse Effect on Holdings.

• The Holdings Companies are not bound by or a party to any licenses or agreements of any kind with respect to any Intellectual Property which they claim to own or possess, other than licenses or agreements described in Holdings Disclosure Schedule 3.17, and possess all right, title, and interest in and to such Intellectual Property, free and clear of any Lien.

• To the best knowledge of SEI Holdings, there are no factors or circumstances that are material to the SETM Business or the SETM Business Assets, or the continued ownership or operation thereof, that have not been disclosed to VRI in this Agreement or in the SEI Holdings Disclosure Schedule or to representatives of VRI prior to the date hereof.

More Definitions of Holdings Disclosure Schedule

Holdings Disclosure Schedule means the Disclosure Schedule delivered by Holdings pursuant to Section 5.1. “Holdings GP” has the meaning set forth in the introductory paragraph to this Agreement.

Holdings Disclosure Schedule means the disclosure schedule being delivered by Holdings concurrently with the execution of this Agreement. "Holdings Effective Time" shall have the meaning set forth in Section 2.3 hereof. "Holdings Material Adverse Effect" shall mean a material adverse effect on the business, results of operation or financial condition of Holdings and its subsidiaries, taken as a whole. "Holdings Merger" shall have the meaning set forth in the recitals hereof. "Holdings SEC Reports" shall have the meaning set forth in Section 4.7(a) hereof. "Holdings Shares" shall have the meaning set forth in Section 4.2(a). "HSR Act" shall mean the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. "Indebtedness" of any Person at any date shall include (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness of such Person that is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (d) all liabilities secured by any Lien (as hereinafter defined) on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, and (e) all direct or indirect guarantees of any of the foregoing for the benefit of another Person. "Indemnifying Party" shall have the meaning set forth in Section 9.2(c) hereof.