Asset Schedules. Unless otherwise agreed to by Buyer, on the Reporting Date or with such greater frequency as reasonably requested by Buyer, Seller will furnish to Buyer monthly electronic Mortgage Loan performance data in the form of Exhibit C attached hereto, including, without limitation, an Asset Schedule that includes all data fields required by FHA, VA, USDA and Xxxxxx Xxx and any other additional data fields Buyer may reasonably request (and available electronically without undue burden and expense) in order to determine the Market Value of the Eligible Assets, delinquency reports and static pool reports (i.e., delinquency, foreclosure and net charge-off reports) and monthly stratification reports summarizing the characteristics of the Mortgage Loans, in each case, as of the last day of the immediately preceding month. Seller shall provide monthly representation and warranty claim reports as well as reports detailing any repurchases or indemnification. Notwithstanding the foregoing, in the event that circumstances outside of the Seller’s reasonable control prevent delivery of the applicable data and reports referenced in this paragraph, which circumstances may include, but need not be limited to, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or, computer (software and hardware) services, then the delivery timelines set forth herein shall be deemed extended to the extent necessary to accommodate such circumstances; provided that Buyer may determine the Market Value of the Eligible Assets taking into account such lack of applicable data and reports referenced in this paragraph.
Asset Schedules. For the avoidance of doubt, all Receivership Assets (other than (i) those Intellectual Property assets described as having been abandoned by Transferor or that have expired prior to the date hereof in Schedule 2.1(a)(i) or Schedule 2.1(a)(ii), (ii) the Elected Excluded Assets and (iii) those tangible assets which, as of the date hereof, no longer physically exist) are Transferred Assets. Schedules 2.1(a)(i) and 2.1(a)(ii) hereof are meant to assist the parties in identifying such assets, but the omission of a Receivership Asset which is not an Excluded Asset from such schedules shall not affect the status of such asset as a Transferred Asset and the inclusion of an Excluded Asset on such schedules shall not affect the status of such asset as an Excluded Asset. Transferor makes no representation or warranty to Transferee with respect to the accuracy or completeness of Schedules 2.1(a)(i) and 2.1(a)(ii).
Asset Schedules. The Vendor shall deliver, or cause to be delivered, to the Purchaser, schedules ("ASSET SCHEDULES"), certified by two officers of the Vendor, confirming (i) that for the purposes of the Tax Act, the Company owns depreciable property of the prescribed classes and having undepreciable capital costs set out in the Asset Schedules and (ii) that, for the purposes of the U.S. Tax Code and the Tax Act, Sun Gro Horticulture Processing Inc. and Sun Gro Horticulture Distribution Inc. will own depreciable property as set out in the Asset Schedules that is depreciable at the rates set out in the Asset Schedules, in both cases consistent with the financial models provided to BMO Nxxxxxx Bxxxx pursuant to the Offering.
Asset Schedules. After the JV Closing, but on or prior to February 13, 2017, Seller shall deliver to Purchaser updated schedules of the Acquired Assets and Assumed Liabilities comprised of (i)(A) Tangible Personal Property, (B) the Acquired Inventory, (C) the Accounts Receivable, and (D) intercompany trade receivables that constitute Permitted Intercompany Accounts, in the case of Acquired Assets, and (ii)(A) Assumed Employee Obligations, (B) Accounts Payable, and (C) intercompany payables that constitute Permitted Intercompany Accounts, in the case of Assumed Liabilities, in each case transferred to Purchaser Group member pursuant to a Local Asset Transfer Agreement or a JV Subsidiary pursuant to a Restructuring Agreement or the Germany Contribution Agreement, which updated schedules shall include the value in both Euro and the local currency (where applicable) of such Acquired Asset calculated in accordance with US GAAP.”
Asset Schedules. Seller has provided as Exhibit II hereto, the Asset Schedule setting forth all of the Assets that Buyer is purchasing hereunder in addition to the computer disk or tape containing information specific to the Assets, which computer disk or tape is hereby incorporated by reference into the Asset Schedule.
Asset Schedules. After the JV Closing, but on or prior to February 13, 2017, Seller shall deliver to Purchaser updated schedules of the Acquired Assets and Assumed Liabilities comprised of (i)(A) Tangible Personal Property, (B) the Acquired Inventory, (C) the Accounts Receivable, and (D) intercompany trade receivables that constitute Permitted Intercompany Accounts, in the case of Acquired Assets, and (ii)(A) Assumed Employee Obligations, (B) Accounts Payable, and (C) intercompany payables that constitute Permitted Intercompany Accounts, in the case of Assumed Liabilities, in each case transferred to Purchaser Group member pursuant to a Local Asset Transfer Agreement or a JV Subsidiary pursuant to a Restructuring Agreement or the Germany Contribution Agreement, which updated schedules shall include the value in both Euro and the local currency (where applicable) of such Acquired Asset calculated in accordance with US GAAP.” (gg) Schedule 6.27(e) of the Master Agreement is hereby deleted in its entirety. (hh) Schedule 7.1(b)(vii) of the Master Agreement (Required Permits and Governmental Approvals Schedule) is hereby amended and restated as set forth on Schedule 7.1(b)(vii) hereto.
Asset Schedules. Assets existing as of the Effective Date (“Existing Health Net Assets”) are classified in Schedules I (Third Party Service Contracts), J (Software), and N (Equipment) (collectively, “Asset Schedules”). The Parties shall update the Asset Schedules pursuant to the Joint Verification Process described in Exhibit C-10, and subsequently during the Term in accordance with this Section 2. Each Asset added to an Asset Schedule shall be classified within one of the five Asset categories in the matrix above.
