Examples of Xxxxxxxx Disclosure Schedule in a sentence
Except as disclosed on Schedule 2.12(f) to the Xxxxxxxx Disclosure Schedule, no assets of Xxxxxxxx are allocated to or held in a "rabbi trust" or similar funding vehicle.
All of the outstanding shares of capital stock or outstanding limited liability company interests of each P Chem Subsidiary are validly issued, fully paid and nonassessable, and, except as set forth on Schedule 4.2 of the Xxxxxxxx Disclosure Schedule, such shares or interests are owned by Xxxxxxxx or a wholly-owned Subsidiary of Xxxxxxxx free and clear of any material Lien with respect thereto.
Xxxxxxxx was, and as of the Closing Subsidiary is, the sole and exclusive beneficial owner of such Intellectual Property, free and clear of all Encumbrances, except as set forth on Xxxxxxxx Disclosure Schedule 5.13.
Copies of the written consents and approvals listed on Xxxxxxxx Disclosure Schedule 5.14 (other than consents or approvals the failure of which to obtain, either individually or in the aggregate, would not have a Material Adverse Effect).
Xxxxxxxx and Chevron shall not be prejudiced in any manner whatsoever by, and no presumptions shall be created by virtue of, any disclosure of any matter in the Xxxxxxxx Disclosure Schedule or the Chevron Disclosure Schedule, respectively, which is not expressly required to be disclosed under this Agreement.
Except as set forth on Section 4.13 of the Xxxxxxxx Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Xxxxxxxx, Parentco, Merger Sub I or Merger Sub II.
As of the date hereof, except as set forth on Schedule 2.2(a) of the Xxxxxxx Xxxxxxxx Disclosure Schedule there are no outstanding obligations of Xxxxxxx Xxxxxxxx or its subsidiaries to repurchase, redeem or otherwise acquire any Xxxxxxx Xxxxxxxx Securities or stockholder agreements, voting trusts or other agreements or understandings to which Xxxxxxx Xxxxxxxx is a party or by which it is bound relating to the voting or registration of any shares of capital stock of Xxxxxxx Xxxxxxxx.
On the Transfer Date as part of the Transfer, Xxxxxxxx shall assign to Subsidiary (the "Assignment") and Subsidiary shall assume the obligations and liabilities of Xxxxxxxx, whether direct or indirect, accrued or unaccrued, relating to the Business and Xxxxxxxx Assets that are specifically set forth on Xxxxxxxx Disclosure Schedule 2.3 (the "Assumed Liabilities").
Schedule 4.2 of the Xxxxxxxx Disclosure Schedule sets forth a complete list of all of the P Chem Subsidiaries and their respective jurisdictions of organization and capitalization as of the date hereof.
Except as disclosed on Xxxxxxxx Disclosure Schedule 5.3, to Campbell's knowledge, there is no proceeding pending or threatened to revoke or amend or limit any such license, permit, authorization, filing or registration of Xxxxxxxx.