Common use of Closing Schedules Clause in Contracts

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 Party contained in this Agreement are found to have been untrue in any material respect as of the date of this Agreement, or (ii) the event, occurrence or circumstance could have been prevented in the exercise of reasonable diligence by any officers or directors of the Affected Party, in either of which cases the Affected Party shall be liable to the terminating party for Liquidated Damages as provided in Section 8.5 hereof.

Closing Schedules. Tehama Granite, LLC has delivered to Humboldt TBH on or before the date of this Agreement all of the Schedules to this Agreement which Tehama is Granite, LLC are required to deliver to Humboldt TBH hereunder (the "Tehama “Granite, LLC 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 Granite, LLC shall have prepared updates of the Tehama Granite, LLC Schedules provided for in this Agreement and shall deliver to Humboldt TBH revised schedules containing the updated information (or a certificate signed by Tehama's Chief Executive Officer Granite, LLC’s Managing Member 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 TehamaGranite, on the one hand, or on Humboldt, on the other handLLC, 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 TBH in the letter of transmittal for such Closing Schedules, the Closing Date shall be delayed for seven (7) Business Days and such other party TBH 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 TBH shall have no liability for such termination. The Affected Party 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 Party affected party contained in this Agreement are found to have been untrue in any material respect as of the date of this Agreement, or (ii) the event, occurrence or circumstance could have been prevented in the exercise of reasonable diligence by any officers or directors of the Affected Partyaffected party, in either of which cases the Affected Party affected party shall be liable to the terminating party for Liquidated Damages as provided in Section 8.5 hereof.

Closing Schedules. Tehama Auburn has delivered to Humboldt Western on or before the date of this Agreement all of the Schedules to this Agreement which Tehama Auburn is required to deliver to Humboldt Western hereunder (the "Tehama “Auburn Schedules"”). Humboldt Western has delivered to Tehama Auburn on or before the date of this Agreement all of the Schedules to this Agreement which Humboldt Western is required to deliver to Tehama Auburn hereunder ( (the "Humboldt “Western Schedules"”). Immediately prior to the Closing Date, Tehama Auburn shall have prepared updates of the Tehama Auburn Schedules provided for in this Agreement and shall deliver to Humboldt Western revised schedules containing the updated information (or a certificate signed by Tehama's Auburn’s Chief Executive Officer stating that there have been no changes on the applicable schedules); and Humboldt Western shall have prepared updates of the Humboldt Western Schedules provided for in this Agreement and shall deliver to Tehama Auburn revised Schedules containing updated information (or a certificate signed by Humboldt's Western’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 TehamaAuburn, on the one hand, or on HumboldtWestern, 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 Party contained in this Agreement are found to have been untrue in any material respect as of the date of this Agreement, or (ii) the event, occurrence or circumstance could have been prevented in the exercise of reasonable diligence by any officers or directors of the Affected Party, in either of which cases the Affected Party shall be liable to the terminating party for Liquidated Damages as provided in Section 8.5 hereof.

Closing Schedules. Tehama Subject to the provisions of Section 5.10, GLOBAL and CAPITOL has delivered to Humboldt BANCORP on or before the date of this Agreement all of the Schedules to this Agreement which Tehama is GLOBAL and CAPITOL are required to deliver to Humboldt BANCORP hereunder (the "Tehama GLOBAL Schedules"). Humboldt BANCORP has delivered to Tehama GLOBAL on or before the date of this Agreement all of the Schedules to this Agreement which Humboldt BANCORP is required to deliver to Tehama GLOBAL hereunder ( the "Humboldt BANCORP Schedules"). Immediately prior to the Closing Date, Tehama GLOBAL and CAPITOL shall have prepared updates of the Tehama GLOBAL Schedules provided for in this Agreement and shall deliver to Humboldt BANCORP revised schedules containing the updated information (or a certificate signed by TehamaGLOBAL's or CAPITOL's Chief Executive Officer stating that there have been no changes on the applicable schedules); and Humboldt BANCORP shall have prepared updates of the Humboldt BANCORP Schedules provided for in this Agreement and shall deliver to Tehama GLOBAL revised Schedules containing updated information (or a certificate signed by HumboldtBANCORP'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 TehamaGLOBAL, on the one hand, or on HumboldtBANCORP, 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 Party contained in this Agreement are found to have been untrue in any material respect as of the date of this Agreement, or (ii) the event, occurrence or circumstance could have been prevented in the exercise of reasonable diligence by any officers or directors of the Affected Party, in either of which cases the Affected Party shall be liable to the terminating party for Liquidated Damages as provided in Section 8.5 hereof.