Holdings Disclosure Schedule definition
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.
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.
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.
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".
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.
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.
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.
The Holdings Disclosure Schedule also contains complete and accurate copies of the unaudited consolidated balance sheet, consolidated statements of income, retained earnings and cash flows (together with any supplementary information thereto) of Holdings, all as of and for the first and second fiscal quarters of 1997 and the four week period ended August 2, 1997 (all of the foregoing financial statements, collectively, the "Holdings Financial Statements").
Except as set forth in Section 3.17 of the Holdings Disclosure Schedule, each of the Transferred Companies has fee simple title to all Real Property owned by such entity, and has valid leasehold interests in all Real Property leased by such entity, in each case free and clear of all Liens except for defects in title or Liens which, individually or in the aggregate, would not have a Material Adverse Effect on the Business.
All Contracts which are material to the business, financial condition, results of operations or prospects of Holdings and its Subsidiaries taken as a whole, are listed in the Holdings Disclosure Schedule.