Schedules and Other Documents Clause Samples

Schedules and Other Documents. (a) The Schedules and all Exhibits and documents referred to herein or attached to this Agreement are integral parts of this Agreement and are incorporated herein as if fully set forth herein, and all statements appearing therein shall be deemed to be part of, or limitations on, the Agreement, and the representations and warranties contained herein. If there is a conflict between this Agreement and a Schedule, the Schedule shall control. If there is a conflict between this Agreement and any Exhibit, this Agreement shall control. (b) Notwithstanding any assistance provided by Advocate in the drafting and organization of the Schedules attached to this Agreement, ▇▇▇▇▇▇▇ shall have reviewed and is fully responsible for the information contained in each Schedule, including all Schedules to which it is making a representation or warranty on its own behalf or on behalf of any ▇▇▇▇▇▇▇ Corporation. Notwithstanding anything herein to the contrary, no representation or warranty of ▇▇▇▇▇▇▇ shall be diminished or limited by reason of such assistance provided by Advocate or any Advocate Corporation. Exhibit A Articles of Merger or Consolidation Exhibit B-1 Amended ▇▇▇▇▇▇▇ Foundation Articles of Incorporation Exhibit B-2 Amended ▇▇▇▇▇▇▇ Foundation Bylaws Exhibit C Commitments and Obligations Agreement Exhibit D Charitable Gifts Agreement Exhibit E Integration Plan Schedule 4.3 Validity Schedule 4.4 ▇▇▇▇▇▇▇ Joint Ventures Schedule 4.7 Tax Exempt Status Schedule 4.10 Insurance Schedule 4.11(a) Owned Real Estate Schedule 4.11(b) Other Real Estate Schedule 4.11(c) Owned Real Estate located within a flood hazard area Schedule 4.11(d) Improvements to the Owned Real Estate Schedule 4.11(e) Owned Real Estate not in compliance with applicable law Schedule 4.11(h) Improvements Schedule 4.11(i) Rights of Possession Schedule 4.12 Permits Schedule 4.13 Material Contracts Schedule 4.14 Taxes Schedule 4.15 Litigation Schedule 4.16 Accounts Receivable Schedule 4.17 Environmental Matters Schedule 4.19 Financial Statements Schedule 4.20 Interim Changes Schedule 4.21 Material Adverse Effect Schedule 4.22 Governmental Compliance Schedule 4.23 Consents and Approvals Schedule 4.24 Employee Benefit Plans Schedule 4.25(a) Employment Agreements Schedule 4.25(b) Employee Strike or Labor Dispute Schedule 4.26 Restricted Funds Schedule 5.12 Reimbursement Schedule 8.3 ▇▇▇▇▇▇▇ Third Parties Consents Schedule 9.4 Advocate Third Parties Consents
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Schedules and Other Documents. All certificates, schedules and other documents delivered pursuant to the terms of this Agreement are made a part hereof. All schedules shall be dated and initialed or executed by the respective party or parties submitting the same and shall be delivered prior to or simultaneously with the delivery of this Agreement.
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Schedules and Other Documents. All documents, schedules, reports and consents required to be delivered to Purchaser at or prior to the Closing shall have been so delivered, including the schedules referred to in Section 5 which shall have been updated as of the Closing Date.
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Related to Schedules and Other Documents

  • Agreements and Other Documents 29 3.23 Solvency....................................................................................... 29 3.24

  • Submission of Reports and Other Documents Service Provider shall submit all reports and other documents as and when specified in the Scope of Work. This information shall be subject to review by the City, and if found to be unacceptable, Service Provider shall correct and deliver to the City any deficient Work at Service Provider’s expense with all practical dispatch. Service Provider shall abide by the City’s determinations concerning acceptability of Work.

  • Contracts and Other Agreements Section 3.12 of the Disclosure Schedule sets forth a list of the following contracts and other agreements to which the Company is a party or by or to which any of its assets, properties or securities are bound or subject (each, a "Material Contract"): (a) any agreement or series of related agreements requiring aggregate payments by or to the Company of more than $50,000; (b) any agreement with or for the benefit of any current or former officer, director, holder of any security, employee or consultant of the Company under which the Company has any obligations as of the date hereof; (c) any agreement with any labor union or association representing any employee of the Company; (d) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or services that contains an escalation clause or that obligates the Company to purchase all or substantially all of its requirements of a particular product or service from a supplier or to make periodic minimum purchases of a particular product or service from a supplier, which is not terminable on not more than 30 days notice (without penalty or premium); (e) any agreement for the sale of any of the assets or properties of the Company other than in the ordinary course of business or for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any such assets or properties; (f) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000; (g) any agreement which contains covenants of the Company not to compete in any line of business, in any geographic area or with any Person or covenants of any other Person not to compete with the Company or in any line of business of the Company; (h) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (i) any agreement obligating the Company to deliver maintenance services or future product enhancements or containing a "most favored nation" pricing clause; (j) any agreement relating to the acquisition by the Company of any operating business or the capital stock of any other Person; (k) any agreement requiring the payment to any Person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commissions or fees to employees in the ordinary course of business); (l) any agreements, notes or other instruments relating to or evidencing outstanding indebtedness of the Company for borrowed money (including capitalized lease obligations); (m) any lease, sublease or other agreement under which the Company is lessor or lessee of any real property or equipment or other tangible property; (n) any agreement with a change of control provision or otherwise requiring any consent, approval, waiver or other action by any Person in connection with the Merger; (o) any stock option agreement, restricted stock agreement, employment or severance agreement, phantom stock plan or bonus, incentive or similar agreement, arrangement or understanding; (p) any agreement involving the assignment, transfer, license (whether as licensee or licensor) or pledge or encumbrance of any Company Intellectual Property; (q) any distribution or sales representative agreement or agreement appointing any agent; and (r) any other material agreement whether or not made in the ordinary course of business. True and complete copies of all Material Contracts (and all amendments, waivers or other modifications thereto) have been furnished or made available to the Buyer. Each Material Contract is valid, subsisting, in full force and effect, binding upon the Company and, to the Company's knowledge, the other parties thereto in accordance with their terms, and the Company is not in default under any of them, nor, to the Company's knowledge, is any other party to any Material Contract in default thereunder, nor, to the Company's knowledge, does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except, in each of the foregoing cases, such defaults as would not, either individually or in the aggregate, have, or be reasonably likely to have, a Material Adverse Effect.

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.