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. (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 Parties acknowledge that (a) Schedules A (Additional Sellers), 2.1(a) (Acquired Equity Interests), 2.1(c) (Assigned Contracts), and 7.2 (Mexican Entity Employees) 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 Closing Date, Sellers shall deliver to Buyer a new Schedule 1.1(b) and a revised Schedule 1.3(a) showing Buyer’s good faith estimate of the AR and AP, as applicable, as of the Closing Date. Sellers shall deliver completed and final Schedules 1.1(b) 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 D 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. Seller and Purchaser acknowledge and agree that the Schedules contemplated by each of Section 1.1(a)(ii), Section 1.1(a)(iv) and Section 1.1(a)(v) of the Original Purchase Agreement have not been prepared and mutually agreed upon (and Schedule 5.14 has not yet been updated) as contemplated in such Sections of the Original Purchase Agreement. Accordingly, promptly following the date hereof, the parties will mutually prepare, and the parties will confer and mutually agree upon a specifically identifiable list of assets contemplated by Section 1.1(a)(ii), Section 1.1(a)(iv) and Section 1.1(a)(v) of the Original Purchase Agreement which lists of assets will be used to calculate the Net Asset Value as contemplated in Section 1.4 of this Agreement, and the parties will confer and mutually agree upon a specific list of guarantees to be included on Schedule 5.14."
Section 5. Schedule 1.1(a)(vii) attached hereto sets forth, as of May 31, 2002, the updated list of Transferred Employees contemplated by Section 5.6(a) of the Original Purchase Agreement, to reflect hiring and termination activity between April 10, 2002 and May 31, 2002.
Section 6. Schedule 1.1(a)(xiv) and Schedule 1.1(b)(xiv) of the Agreement are attached hereto.
Section 7. Each of the undersigned agrees that the mutually agreed upon Estimated Net Asset Value described in the first sentence of Section 1.4(a) of the Agreement is $866,000, as reflected in the attached estimated Closing Date balance sheet. Notwithstanding any provision in the Agreement to the contrary (including, without limitation, Section 5.6(d) of the Agreement), the parties agree that (i) for all purposes of Section 1.4 of the Agreement, including without limitation, for purposes of the determination of the Estimated Net Asset Value and the Actual Net Asset Value, the Business' Closing Date obligation for accrued vacation pay is deemed to be exactly $225,000 (and will not be subject to further review by any party or its advisors), as reflected in the estimated Closing Date balance sheet described in the first sentence of this Section 6 and (ii) neither Seller nor any of its Affiliates shall have any further liability or obligation to pay or otherwise compensate Purchaser or any of its Affiliates for any accrued vacation pay for any Transferred Employee, except as otherwise expressly set forth in this Section 6 (with respect to the accrual of $225,000 of accrued vacation pay in the Estimated Net Asset Value and the Actual Net Asset Val...
Certain Schedules. The Parties agree that Schedule 2.1.1, Schedule 2.1.2, Schedule 2.2.1, Schedule 2.2.2, and Schedule 3.1(b) attached hereto shall be deemed (i) to replace, respectively, Schedule 2.1.1, Schedule 2.1.2, Schedule 2.2.2, and Schedule 3.1(b) attached to the Merger Agreement and (ii) to be Schedule 2.1.1, Schedule 2.1.2, Schedule 2.2.1, Schedule 2.2.2, and Schedule 3.1(b) to the Merger Agreement for all purposes as if they were attached to the Merger Agreement at the time of execution of the Merger Agreement. The Parties agree that Schedule 3.1(h), part III attached hereto constitutes the Revised Well Exhibit referred to in Section 5.1(r) of the Merger Agreement.
Certain Schedules. The items set forth in Schedule 1 attached to this First Amendment as Exhibit A shall be deemed to have been disclosed in Schedules 5.11.3 and 7.1 of the Merger 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.
