NFI Disclosure Letter definition
Examples of NFI Disclosure Letter in a sentence
Except as set forth in Section 3.1 of the NFI Disclosure Letter, NFI and each of its Subsidiaries is a corporation duly incorporated (or, if not a corporation, duly organized), validly existing and in good standing under the laws of the jurisdiction in which it is incorporated (or, if not a corporation, in which it is organized) and has the requisite power and authority to own, lease and operate its properties and assets and to carry on in all material respects its business as now being conducted.
All third party consents listed on Section 7.1(b) of the NFI Disclosure Letter shall have been received.
Other than the securities listed in Section 3.2(c) of the NFI Disclosure Letter, NFI does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of NFI on any matter submitted to shareholders or a separate class of holders of capital stock.
Except as set forth in Section 3.6(a) of the NFI Disclosure Letter, none of the Subsidiaries of NFI is, or at any time since January 1, 2005 has been, required to file any form or report with the SEC.
Other than the securities listed in Section 3.3(b) of the NFI Disclosure Letter, none of the Material Subsidiaries have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of any such Material Subsidiary on any matter submitted to shareholders or a separate class of holders of capital stock.
Except as disclosed in Section 3.3 of the NFI Disclosure Letter, neither NFI nor any of its Subsidiaries is a member of (nor is any part of their respective businesses conducted through) any partnership or joint venture.
No update, amendment or modification to the NFI Disclosure Letter shall have any effect for the purpose of determining the satisfaction of the conditions to the obligation of the Investors under Section 9(a) except as permitted under Section 9(a), but any matter disclosed in an updated, amended or modified Section of the NFI Disclosure Letter pursuant to this Section 6(d) shall not form the basis for any claim for indemnification under this Agreement on account of a breach of a representation or warranty.
Except as set forth in Section 3.9(i) of the NFI Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional or subsequent event) result in any payment that would constitute an "excess parachute payment" for purposes of Sections 280G or 4999 of the Code.
All the outstanding shares of capital stock of each Subsidiary of NFI have been validly issued and are fully paid and nonassessable (and no such shares are subject to preemptive or similar rights) and, except as set forth in Section 3.3 of the NFI Disclosure Letter, are wholly owned beneficially and as of record by NFI, by one or more Subsidiaries of NFI or by NFI and one or more such Subsidiaries, free and clear of all Liens.
The Parking Enforcement Officer's work week shall be full time (35 hours).