Closing Schedules. Tehama has delivered to Humboldt on or before the date of this Agreement all of the Schedules to this Agreement which Tehama is required to deliver to Humboldt hereunder (the "Tehama Schedules"). Humboldt has delivered to Tehama on or before the date of this Agreement all of the Schedules to this Agreement which Humboldt is required to deliver to Tehama hereunder ( the "Humboldt Schedules"). Immediately prior to the Closing Date, Tehama shall have prepared updates of the Tehama Schedules provided for in this Agreement and shall deliver to Humboldt revised schedules containing the updated information (or a certificate signed by Tehama's Chief Executive Officer stating that there have been no changes on the applicable schedules); and Humboldt shall have prepared updates of the Humboldt Schedules provided for in this Agreement and shall deliver to Tehama revised Schedules containing updated information (or a certificate signed by Humboldt's Chief Executive Officer stating that there has been no change on the applicable schedules). Such updated schedules shall sometimes be referred to collectively, as the "Closing Schedules." The Closing Schedules shall be dated as of the day prior to the Closing Date and shall contain information as of the day prior to the Closing Date or as of such earlier date as is practicable under the circumstances. In the event the Closing Schedules disclose an event, occurrence or circumstance that has had or could reasonably be expected to have a Material Adverse Effect on Tehama, on the one hand, or on Humboldt, on the other hand, or on consummation of the transactions contemplated by this Agreement, that was not disclosed in the previously delivered Schedules hereto, the party delivering such Closing Schedules (the "Affected Party") shall so notify the other party in the letter of transmittal for such Closing Schedules, the Closing Date shall be delayed for seven (7) Business Days and such other party shall be entitled to terminate this Agreement within five (5) Business Days after receiving such Closing Schedules that disclose such event, occurrence or circumstance. In the event of any such termination, the terminating party shall have no liability for such termination. The Affected Party shall have no liability to the terminating party in such an event unless (i) as a result of the existence of such event, occurrence or circumstance so disclosed in the Closing Schedules any of the representations or warranties of the Affected Part...
Closing Schedules. Three (3) Business Days prior to the Closing Date, the Seller shall deliver to Purchaser a closing schedule, which shall be certified by the Company’s chief accounting officer (the “Company Closing Schedule”), setting forth in reasonable detail: (i) the estimated consolidated balance sheet of the Company and the Company’s corresponding Estimated Working Capital, as well as the Estimated Working Capital Surplus or Estimated Working Capital Deficit, as applicable; and (ii) the Company’s good faith estimate of its Closing Indebtedness and Transaction Costs.
Closing Schedules. 2 Code.......................................................................2 control....................................................................2 Customer...................................................................2
Closing Schedules. At least two (2) business days prior to the Closing, the Company will provide to Purchaser a true and correct update of the Schedule of Exceptions, but only with respect to any events, conditions, circumstances or matters arising during the period from the Effective Date to the date of the Closing, which if existing on the Effective Date would have been included or described in the Schedule of Exception (the "CLOSING SCHEDULES"), which items shall be factual and described in detail on the schedules and which schedules shall identify the specific exception to the representations and warranties that the item represents, and with respect to which items Purchaser shall be entitled to request additional information from the Company. In advance of the delivery of the Closing Schedules, from time to time during the period between the Effective Date and the date of the Closing as any events, conditions, circumstances or matters of the type set forth on Schedules 3.5(c), 3.5(e), 3.5(f), 3.9, 3.11, 3.12(a), 3.12(b), 3.12(c), 3.12(d), 3.18. or 3.23 of the Schedule of Exceptions, or any other material events, conditions, circumstances or matters on any other schedule, arise that will be, or are reasonably expected to be, listed on the Closing Schedules, the Company shall provide Purchaser with notice of the occurrence of any such events, conditions, circumstances or matters and copies of or access to any agreements and/or other documentation that relate to or document such events, conditions, circumstances or matters, using commercially reasonable efforts to segregate or otherwise clearly identify such agreements and/or other documentation in any data room; provided, that any such notice need not be delivered more than once every two (2) weeks regardless of the occurrence of any such events, conditions, circumstances or matters; and provided, further, that any breach by the Company of its obligations under this paragraph shall not be considered in determining whether the Company has satisfied its obligations under Section 6.2 of this Agreement.
Closing Schedules. Within forty-five (45) days after the Closing Date, Seller shall deliver to Purchaser the following schedules (the "Closing Schedules"), in each case as of the Closing Date: (i) a schedule of New Inventory and Seller's latest invoice cost therefor, net of discounts, but inclusive of freight; (ii) a schedule of the Accounts Receivable; (iii) a schedule of the Prepaid Items; and (iv) a schedule of the Accrued Employee Credit. Except as otherwise provided in Section 3.4 for the New Inventory, the Closing Schedules shall be prepared by Seller in accordance with generally accepted accounting principles on a basis consistent with the Financial Statements.
Closing Schedules. Upon Buyer's exercise of the Option, Seller shall as soon as practicable prepare and deliver to Buyer the Disclosure Letter and all required schedules to this Agreement that have not previously been delivered.
Closing Schedules. It is understood that the schedules to this Agreement were calculated as of the respective dates set forth thereon based upon the best information available at such time. It is expected that certain of the figures and items set forth on the Schedule of Advance Accounts, the Schedule of Deposit Liabilities and the Schedule of Included Personal Property (collectively, the "PRELIMINARY SCHEDULES") will change between the time of execution hereof and the Closing and that, prior to the Closing, such schedules may not represent the complete list of Deposit Liabilities, personal property or Advance Accounts which the Buyer shall purchase or assume pursuant to the terms hereof. The Seller shall, five (5) Business Days prior to Closing, recalculate the figures and reinventory the items set forth respectively on the Preliminary Schedules based upon the value of such items at such time as stated on the books and records of the Seller, and shall deliver a copy of such revised schedules to the Buyer in order to enable the Seller to estimate the closing payment that will be required by it pursuant to Section 2.4 hereof. The Seller shall further adjust all such figures and items based upon the value of such items as of the Transfer Date as stated on the books and records of the Seller, and shall provide to the Buyer at the Closing. The Initial Closing Schedules shall be used in calculating the payments to be made by the Seller to the Buyer pursuant to Section 2.4 hereof.
Closing Schedules. Schedules shall have been agreed to by the parties hereto in accordance with the provisions of this Agreement.
Closing Schedules. In connection with the delivery of the Closing Net Asset Value Statement, Sellers shall deliver to Buyer the Updated Schedules as of the Closing Date.
Closing Schedules. 2.4(c) COBRA Laws......................................................................7.19 Code............................................................................2.2 Communications Act..............................................................6.5
