Company Disclosure Schedules. (a) The Company may revise the Company Disclosure Schedules by delivering revised Company Disclosure Schedules to the Investor not later than ten (10) Business Days prior to the Closing Date. Following receipt of such revised Company Disclosure Schedules, the Investor shall have a right to terminate this Agreement at any time prior to the date that is five (5) Business Days after its receipt of such revised Company Disclosure Schedules by delivering written notice of termination to the Company if the revised or additional disclosures set forth on such revised Company Disclosure Schedules would reasonably be expected to have a Material Adverse Effect. This notice, if given, shall specify the information forming the basis for the decision to terminate. The Company shall have five days after receipt of such notice to review with the Investor the information forming the basis of the decision to terminate and to attempt to agree on corrective measures, if any. If the parties cannot agree on corrective measures within such five day period, then this Agreement shall terminate. If this Agreement is not terminated as permitted by this Section, the Investor shall be deemed to have accepted such revisions, and the Company Disclosure Schedules delivered on the date hereof shall be deemed for all purposes to be superseded by the revised Company Disclosure Schedules.
Company Disclosure Schedules. The Purchaser shall have received the Company Disclosure Schedules.
Company Disclosure Schedules. Notwithstanding anything in this Agreement to the contrary, (a) all information contained in the Schedules delivered by the Company pursuant to ARTICLE III hereto (the "COMPANY DISCLOSURE SCHEDULES") for all purposes is and shall be deemed to constitute a part of the Company's representations and warranties set forth in this ARTICLE III, (b) the Company Disclosure Schedules are incorporated in this Agreement by this reference, and (c) disclosure by the Company in or on one Company Disclosure Schedule shall be deemed to be disclosure for all other purposes on any or all of the other Company Disclosure Schedules for which such disclosure may be relevant to the extent that a reasonable person would understand that information disclosed in such Schedule might reasonably apply to such other Schedule(s).
Company Disclosure Schedules. Except as otherwise provided in the Company Disclosure Schedules, all capitalized terms therein shall have the meanings assigned to them in this Agreement. Matters reflected in the Company Disclosure Schedules are not necessarily limited to matters required by this Agreement to be disclosed. No disclosure made in the Company Disclosure Schedules shall constitute an admission or determination that any fact or matter so disclosed is material, could reasonably be expected to have a Material Adverse Effect, meets a dollar or other threshold set forth in this Agreement or would otherwise be required to be disclosed, and no Person shall use the fact of the setting of a threshold or the inclusion of such facts or matters in any dispute or controversy as to whether any obligation, amount, fact or matter is or is not material for purposes of this Agreement. Information disclosed in any Company Disclosure Schedule delivered will qualify any representation, warranty, covenant or agreement in this Agreement to the extent that a reasonable buyer would infer, based on the location and content of such disclosure, the relevance or applicability of the information disclosed to any such representation, warranty, covenant or agreement, notwithstanding the absence of a reference or cross-reference to such representation, warranty, covenant or agreement on any such Company Disclosure Schedule or the absence of a reference or cross-reference to such Company Disclosure Schedule in such representation, warranty, covenant or agreement. No disclosure in the Company Disclosure Schedules relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred.
Company Disclosure Schedules. The Company Disclosure Schedules to the Business Combination Agreement are amended and restated in their entirety and are attached as Exhibit A hereto.
Company Disclosure Schedules. (a) The Company may revise the Company Disclosure Schedules by delivering revised Company Disclosure Schedules to the Investor not later than ten (10) Business Days prior to the Closing Date. If the revised Company Disclosure Schedules require the delivery of additional information to the Investor pursuant to the terms of this Agreement, such revised Company Disclosure Schedule shall be deemed to apply to the applicable representations and warranties made in this Agreement as of the date hereof; provided, that the Company provides such information to the Investor with the revised Company Disclosure Schedules. Following receipt of such revised Company Disclosure Schedules, the Investor shall have a right to terminate this Agreement at any time prior to the date that is five (5) Business Days after its receipt of such revised Company Disclosure Schedules by delivering written notice of termination to the Company if the revised or additional disclosures set forth on such revised Company Disclosure Schedules would reasonably be expected to have a Material Adverse Effect. This notice, if given, shall specify the information forming the basis for the decision to terminate. The Company shall have five Business Days after receipt of such notice to review with the Investor the information forming the basis of the decision to terminate and to attempt to agree on corrective measures, if any. If the parties cannot agree on corrective measures within such five day period, then this Agreement shall terminate. If this Agreement is not terminated as permitted by this Section, the Investor shall be deemed to have accepted such revisions, and the Company Disclosure Schedules delivered on the date hereof shall be deemed for all purposes to be superseded by the revised Company Disclosure Schedules.
(b) The Company has set forth information in the Company Disclosure Schedules in a section thereof that corresponds to the section of this Agreement to which it relates. A matter set forth in one section of the Company Disclosure Schedules need not be set forth in any other section so long as its relevance to such other section of the Company Disclosure Schedules or section of the Agreement is reasonably apparent on the face of the information disclosed therein to the Investor. The parties acknowledge and agree that (i) the Company Disclosure Schedules to this Agreement may include certain items and information solely for informational purposes for the convenience of the Investor a...
Company Disclosure Schedules. These are the Disclosure Schedules of Nile Therapeutics, Inc. to the Securities Purchase Agreement dated of July 7, 2009 (the “Purchase Agreement”) by and among the Company and each purchaser identified on the signature pages to the Purchase Agreement. Capitalized terms used and not otherwise defined in these Disclosure Schedules shall have the meanings given to such terms in the Purchase Agreement. The information included in these Disclosure Schedules is not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company except as and to the extent provided in the Purchase Agreement. Inclusion of any information in these Disclosure Schedules is not and shall not be deemed an admission that such information is material to the operations, business, assets, liabilities, prospects or financial condition of the Company. Inclusion of information herein in connection with the disclosure of matters that are not in the ordinary course of business shall not be deemed to be an admission that such included items or actions are not in the ordinary course of business. Matters disclosed in these Disclosure Schedules are not necessarily limited to matters required by the Purchase Agreement to be disclosed in these Disclosure Schedules. Any matter disclosed in one section of these Disclosure Schedules shall be deemed disclosed for all purposes of any other sections hereof, to the extent that its relevance to such other sections is reasonably apparent. Such additional matters are set forth for information purposes and these Disclosure Schedules do not necessarily include matters of a similar nature. Headings used herein have been provided for convenience of reference.
Company Disclosure Schedules. Company have heretofore delivered to GRLC certain schedules containing information regarding Company, the Shares and Company's business as indicated at various places in this Agreement (the "Company Disclosure Schedules"). All information set forth in the Company Disclosure Schedules is true, correct, complete and set forth in a manner that is not materially misleading as of the date of this Agreement. Information in the Company Disclosure Schedules specifically refers to the article and section of this Agreement to which such information is responsive and such information shall not be deemed to have been disclosed with respect to any other article or section of this Agreement or for any other purposes unless otherwise noted. Unless otherwise indicated, all capitalized terms used in the Company Disclosure Schedules shall have the same meanings as used in this Agreement. The Company represents that Jerry Lassiter and his spouse owns 00% xx xxx xxxres of common stock of the Company.
Company Disclosure Schedules. It is expressly understood and agreed that (a) the disclosure of any fact or item in any section of the Company Disclosure Schedules shall be deemed disclosure with respect to any other Section or subsection of this Agreement or the Company Disclosure Schedules to which its relevance is reasonably apparent on its face, (b) the disclosure of any matter or item in the Company Disclosure Schedules shall not be deemed to constitute an acknowledgement that such matter or item is required to be disclosed therein, or otherwise imply, that any such matter is material or creates a measure for materiality for purposes of this Agreement, and (c) the mere inclusion of an item in the Company Disclosure Schedules as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has resulted in and would reasonably be expected to result in a Material Adverse Effect.
Company Disclosure Schedules. Schedule 1.3 Net Working Capital Calculation Methodology
