Newco Disclosure Schedule definition

Newco Disclosure Schedule has the meaning set forth in the preamble to Article V
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Newco Disclosure Schedule has the meaning set forth in Article V of this Agreement.
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Newco Disclosure Schedule means the disclosure schedule identified as the Newco Disclosure Schedule to the Exchange Agreement, which is hereby incorporated by reference.
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Examples of Newco Disclosure Schedule in a sentence

  • Except as set forth on Newco Disclosure Schedule 5.6 (whose fees and expenses shall be paid by Newco), no Person has acted, directly or indirectly, as a broker, finder or financial advisor for Newco, REG or Purchaser in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

  • This Agreement and the Merger Agreement (including the Online Disclosure Schedule, the Omega Disclosure Schedule and the Newco Disclosure Schedule relating thereto) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof.

  • Newco shall have received the proceeds of financing on the terms and conditions set forth in Annexes A-1 through A-2 of the Newco Disclosure Schedule or upon terms and conditions which are substantially equivalent thereto and to the extent that any terms and conditions are not set forth in Annexes A-1 through A-2 of the Newco Disclosure Schedule, on terms and conditions reasonably satisfactory to Newco.

  • Attached as Annex A-1 to A-2 of the Newco Disclosure Schedule are true and complete copies of the letters addressed to the Company, dated the date hereof, issued in connection with the financing of the transactions contemplated by this Agreement (collectively, the "Commitment Letters").

  • The terms and conditions of the letters attached as Annex A-1 to A-2 of the Newco Disclosure Schedule are satisfactory to Newco.

  • No broker, investment banker, financial advisor or other Person, other than as set forth in Section 5.4 of the Newco Disclosure Schedule, the fees and expenses of which will be paid by Newco, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Newco.

  • ARTICLE REPRESENTATIONS AND WARRANTIES OF NEWCO Newco represents and warrants to the Company that, except as set forth in the Newco Disclosure Schedule delivered to the Company prior to the execution of this Agreement (the "Newco Disclosure Schedule"), but, with respect to any representation or warranty, only to the extent that it would be reasonably apparent that a reference on the Newco Disclosure Schedule relates to such representation or warranty: SECTION Organization and Qualification.

  • Except for Newco Sub, neither Newco nor Newco Sub has any Subsidiaries or equity investment or other interest in, nor has Newco or Newco Sub made advances or loans to, any corporation, association, partnership, joint venture or other entity, except as set forth in the Newco Disclosure Schedule.

  • The Newco Disclosure Schedule sets forth (a) the authorized capital stock of each direct and indirect Subsidiary of Newco and Newco Sub and the percentage of the outstanding capital stock of each Subsidiary directly or indirectly owned by Newco or Newco Sub, and (b) the nature and amount of any such equity investment, other interest or advance.

  • Newco Sub is duly qualified to conduct business as a foreign corporation and is in good standing in the states, countries and territories listed on the Newco Disclosure Schedule.

Related to Newco Disclosure Schedule

  • Disclosure Schedule means the Disclosure Schedule, dated as of the date hereof, delivered by the Seller to the Purchaser in connection with this Agreement.

  • Company Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by the Company to Parent and Merger Subsidiary.

  • Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.

  • Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith.

  • Disclosure Letter means that certain Disclosure Letter, dated as of the Closing Date, executed and delivered by the Borrower to the Administrative Agent, for the benefit of the Lenders.

  • Company Disclosure Schedules means the disclosure schedules delivered by the Company to the Commitment Parties on the date of this Agreement.

  • Buyer Disclosure Schedule means the disclosure schedule delivered by Buyer to Seller on the date hereof.

  • Seller Disclosure Schedule means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.

  • Buyer Disclosure Schedules means the disclosure schedules delivered by Buyer to Seller concurrently with the execution and delivery of this Agreement.

  • Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection with the execution and delivery of this Agreement.

  • Seller Disclosure Schedules means those certain Seller Disclosure Schedules dated as of the date of this Agreement, provided by Seller to Purchaser.

  • Company Disclosure Letter has the meaning set forth in Article III.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Buyer Disclosure Letter means the letter, dated as of the date hereof, delivered by Buyer to Seller prior to the execution of this Agreement and identified as the Buyer Disclosure Letter.

  • Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company simultaneously with the execution of this Agreement.

  • Seller Disclosure Letter means the letter, dated as of the date hereof, delivered by Seller to Buyer prior to the execution of this Agreement and identified as the Seller Disclosure Letter.

  • Purchaser Disclosure Letter means the Purchaser Disclosure Letter attached hereto, dated as of the date hereof, delivered by Purchaser in connection with this Agreement.

  • Disclosure Letters means the Seller Disclosure Letter and the Buyer Disclosure Letter.

  • Disclosure Memorandum means the set of numbered schedules referencing Sections of this Agreement delivered by Seller and dated of even date herewith, as supplemented by new or amended schedules delivered by Seller prior to the Closing.

  • Company Disclosure Documents is defined in Section 3.4(g) of the Agreement.

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

  • Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).

  • Buyer SEC Reports has the meaning set forth in Section 4.6.

  • Schedule of Exceptions shall have the meaning set forth in Section 5, and is attached hereto as Exhibit C.

  • Previously Disclosed means information set forth or incorporated in the Company’s Annual Report on Form 10-K for the most recently completed fiscal year of the Company filed with the Securities and Exchange Commission (the “SEC”) prior to the Signing Date (the “Last Fiscal Year”) or in its other reports and forms filed with or furnished to the SEC under Sections 13(a), 14(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) on or after the last day of the Last Fiscal Year and prior to the Signing Date.