Certain Schedules Sample Clauses
Certain Schedules. (a) On or prior to February 24, 2006, the Company shall:
(i) deliver to Parent each of the Supplemental Disclosure Schedules; provided, however, that nothing set forth in the Supplemental Disclosure Schedules, individually or in the aggregate, shall have, or shall reasonably be expected to have, a Material Adverse Effect; and
(ii) amend and supplement Initial Schedule 5.7(a)(ii) as may be necessary or advisable (as determined by the Company in its good faith judgment) in order to make such Initial Schedule 5.7(a)(ii) true, complete and correct, in all material respects, as of the date of this Agreement.
(b) From the date that Supplemental Schedule 3.5(a) is delivered to the Company (pursuant to Section 5.9(a)(i)) until the Closing, the Company shall use its commercially reasonable best efforts to amend and supplement such Supplemental Schedule 3.5(a) as may be necessary or advisable (as determined by the Company in its good faith judgment) in order to make such Supplemental Schedule 3.5(a) true, complete and correct, in all material respects, as of the Closing Date.
Certain Schedules. The PSA is hereby amended to affix a new Schedule 11.3 thereto in the form attached hereto as Exhibit A.
Certain Schedules. Schedules 10.5, 10.6, 10.7, 10.9, 10.10, 10.11 and 10.12 hereto which are incomplete as of June 23, 1999 shall be prepared by Contributor and appended hereto prior to the Contract Date. Contributor shall not knowingly create or suffer the creation of matters which shall be the subject of such disclosure schedules and shall use reasonable efforts to notify Acquiror as promptly as possible once Contributor acquires knowledge of any such matters.
Certain Schedules. The Parties acknowledge that (a) Schedules A (Additional Sellers), 2.1(a) (Acquired Equity Interests), and 2.1(c) (Assigned Contracts) may be completed and/or updated after the date hereof but no later than the applicable dates set forth herein, in each case subject to the express terms of this Agreement, (b) Schedules 6.2(c) (Consents and Approvals) and 9.2(i) (Consents) shall be delivered by Buyer to Sellers no later than three (3) days prior to the Auction and, in case of Schedule 9.2(i) (Consents), shall not contain any Consents not listed in Section 5.2(c) of the Disclosure Schedules, and (c) the Disclosure Schedules shall be delivered by Sellers to Buyer no later than (3) days prior to the hearing on the Approval Order; provided, however, that to the extent a disclosure relating to qualification of a representation, warranty or covenant (as opposed to listing items required by a representation, warranty or covenant) included therein would cause the conditions set forth in Sections 9.2(e), (f) or (g) to be unsatisfied had such disclosures not been made, the Buyer shall have the option to terminate this Agreement pursuant to Section 10.1(e)(i). Notwithstanding the foregoing, the disclosure of the Mexican Tax Assessment shall not cause Sections 9.2(e), (f) or (g) to be unsatisfied.
Certain Schedules. Five Business Days prior to the First Closing Date, Sellers shall deliver to Buyer a new Schedule 1.1(c) and a revised Schedule 1.3(a) showing Buyer’s good faith estimate of the AR and AP, as applicable, as of the First Closing Date. Sellers shall deliver completed and final Schedules 1.1(c) and 1.3(a) with respect to the AR and AP in accordance with Section 1.6.
Certain Schedules. Schedules 3.4, 3.17, 3.19, 5.1, 5.14 and 9.2 to the Existing Credit Agreement are hereby amended and restated as set forth on Exhibit C attached to and made a part of this Amendment, and shall be deemed to be given as of the date of this Amendment.
Certain Schedules. N21's Disclosure Letter includes a separate schedule containing an accurate and complete list and description of:
(a) All real property owned by N21 or in which N21 has a leasehold or other interest or which is used by N21 in connection with the operation of its business, together with a description of each lease, sublease, license, or any other instrument under which N21 claims or holds such leasehold or other interest or right to the use thereof or pursuant to which N21 has assigned, sublet or granted any rights therein, identifying the parties thereto, the rental or other payment terms, expiration date and cancellation and renewal terms thereof.
(b) As of a date no earlier than June 30, 1997 all of N21's receivables (which shall include accounts receivable, loans receivable and any advances), together with detailed information as to each such listed receivable which has been outstanding for more than 30 days.
(c) All machinery, tools, equipment, motor vehicles, and other tangible personal property (other than inventory and supplies), owned, leased or used by N21 except for items having a value of less than $1,000 which do not, in the aggregate, have a total value of more than $10,000, setting forth with respect to all such listed property a summary description of all leases, liens, claims, encumbrances, charges, restrictions, covenants and conditions relating thereto, identifying the parties thereto, the rental or other payment terms, expiration date and cancellation and renewal terms thereof.
(d) All sales agency or route distributorship agreements or franchises or agreements providing for the services of an independent contractor to which N21 is a party or by which it is bound.
(e) All loan agreements, indentures, mortgages, pledges, conditional sale or title retention agreements, security agreements, equipment obligations, guarantees, leases or lease purchase agreements to which N21 is a party or by which it is bound.
(f) All contracts, agreements and commitments, whether or not fully performed, in respect of the issuance, sale or transfer of the capital, debt or other securities of N21 or pursuant to which N21 has acquired any substantial portion of its business or assets.
(g) All contracts, agreements, commitments or other understandings or arrangements to which N21 is a party or by which it or any of its property is bound or affected but excluding
(i) purchase and sales orders and commitments made in the ordinary course of business involving payme...
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Certain Schedules. Set forth on Schedule 4.2(q) is a true and correct copy of the Restructuring Plan. Set forth on Schedule 7.3 are illustrations of the calculation of certain financial covenants set forth in this Agreement.
Certain Schedules. (a) The Indemnification Schedule to the Purchase and Exchange Agreement is hereby deleted in its entirety and replaced with the Indemnification Schedule attached hereto.
(b) The Schedule of Sellers to the Purchase and Exchange Agreement is hereby deleted in its entirety and replaced with the Schedule of Sellers attached hereto.
(c) The Phantom Members Schedule to the Purchase and Exchange Agreement and the Capitalization Schedule to the Purchase and Exchange Agreement are hereby updated solely to reflect changes to such Schedules as a result of the Conversion as set forth on the updated Schedules to the Purchase and Exchange Agreement attached hereto. The updated Schedules shall not be deemed to constitute a waiver of any breaches of any representations or warranties of the Sellers or the Company in the Purchase and Exchange Agreement.
(d) The Select Phantom Member Schedule to the Purchase and Exchange Agreement is hereby deleted in its entirety and replaced with the Select Phantom Member Schedule attached hereto.