Examples of SpinCo Disclosure Schedule in a sentence
All of the Subsidiaries of Spinco and their respective jurisdictions of incorporation or organization (together with a designation of those Subsidiaries constituting Significant Subsidiaries of Spinco) are identified in Section 4.1 of the Spinco Disclosure Schedule.
The copies of the Spinco Certificate of Incorporation and Bylaws in existence on the date hereof are included as part of Section 4.1 of the Spinco Disclosure Schedule and are complete and correct and in full force and effect on the date hereof.
Each section of the Company Disclosure Schedule, the Forest Disclosure Schedule and the Spinco Disclosure Schedule qualifies the corresponding numbered representation and warranty or covenant to the extent specified therein, and any other representation, warranty or covenant to which such matter is relevant so long as the applicability of such matter to any such representation, warranty or covenant is reasonably apparent.
Section 6.13 of the Spinco Disclosure Schedule sets forth a list as of the date hereof of all material Collective Bargaining Agreements (a) that are applicable to Spinco Employees or former employees of any of the Spinco Entities, (b) to which any of the Spinco Entities is a party as of the date hereof or (c) to which any of the Pluto Entities is a party as of the date hereof and with respect to which any of the Spinco Entities will become a party pursuant to the Employee Matters Agreement.
True, correct and complete copies of the Certificate of Incorporation and By-laws of Spinco in effect on the date hereof are attached to Section 5.3(a)(i) of the Spinco Disclosure Schedule.
Section 4.3 of the Spinco Disclosure Schedule identifies all material consents, approvals and authorizations of any Governmental Authority that are legally required to be obtained by Spinco for the consummation of the transactions contemplated by the Transaction Agreements.
Included in Section 5.3(d)(i) of the Spinco Disclosure Schedule are the consolidated balance sheets of Spinco and its Subsidiaries as of September 30, 2005 and 2004, and the related consolidated statements of income, cash flows and stockholders’ equity for the fiscal years ended September 30, 2005 and 2004, in each case audited by Spinco’s independent public accountants, whose report thereon is included therewith (such statements, together with the notes thereto, the “Spinco Financial Statements”).
The Parties shall comply with the obligations set forth on Section 8.28 of the Spinco Disclosure Schedule.
Following the Effective Time, Xxxxxxx-Xxxxxx shall provide to Spinco the services described on Section 7.22 of the Spinco Disclosure Schedule for the periods and at the costs set forth thereon.
Such supplements shall not constitute a part of the Forest Disclosure Schedule, the Spinco Disclosure Schedule or the Company Disclosure Schedule, as the case may be, for purposes of this Agreement.