Completeness of Schedules. The Schedules attached hereto, where applicable to Seller, completely and correctly present the information required by this Agreement to be set forth therein, and do not contain any untrue statement of a material fact. Originals or true and complete copies of all documents or other written materials underlying items listed in such Schedules have heretofore been made available for examination by Buyer, including, without limitation, deeds, leases, mortgages, deeds of trust, security instruments, permits, trademarks, patents and other Intellectual Property, litigation files, contracts, employee agreements and licenses, and such documents have not been modified and will not be modified prior to the Closing Date without Nautilus’s prior written consent.
Completeness of Schedules. Except for any tangible assets that are located at the Fola Mine and are included in the applicable Schedule pursuant to the Fola Transaction, Schedules 2.1
(a) 2.1(f) set forth a materially true and complete list of the applicable assets owned by Seller or any of its Affiliates that are (i) located within the Mine Areas or (ii) located outside of the Mine Areas but primarily used during the Applicable Time in connection with the Xxxxxx Creek Mine Operations, other than the Excluded Assets. The Land Agreements, Coal Leases, Purchased Permits, and Contracts are the only material agreements to which the Purchased Assets are bound, and, collectively with those agreements set forth on Schedule 2.2(g), set forth a materially true and complete list of each agreement or contract that is in effect as of the date of this Agreement to which the Seller or any of its Affiliates is a party that relate to the Xxxxxx Creek Mine Operations, including, the following:
(a) any agreement with any Governmental Body (including municipalities);
(b) any coal supply agreement or coal product sales agreement;
(c) any agreement containing a covenant not to compete or similar provision that impairs or purports to impair the ability of the Buyer to freely conduct the Xxxxxx Creek Mine Operations or any other business in any geographic area or during any period of time;
(d) any agreement providing for any interest rate, currency, commodity or other swap, derivative, hedge, future, forward purchase or sale or other transaction similar in nature or effect;
(e) any contract related to the storage, transportation, handling, loading or processing of the Xxxxxx Creek Mine Operations’ coal (including railroad, barge, stock piling and loading agreements) providing for either (A) annual payments by the Seller in excess of $100,000 or (B) aggregate payments by the Seller in excess of $250,000;
(f) any agreement relating to the provision of contract mining for the Xxxxxx Creek Mine Operations, including any agreement relating to any loans or other advances or extensions of credit to any Person providing contract mining services or the loaning, leasing, transfer or other disposition of equipment to any such Person;
(g) any overriding royalty agreements held by Seller or its Affiliates related to the Xxxxxx Creek Mine Operations or to which the Leasehold Property or the Owned Real Property is subject; and
(h) any written agreement to enter into any agreement of the type described in Section 4.7(a)-...
Completeness of Schedules. The Schedules made a part of this Agreement are true, correct and complete. No information furnished by or on behalf of Sellers to Buyer in connection with this Agreement and the other Transaction Documents or on any such Schedule contains any untrue statement of a material fact or omits to state a material fact necessary to make such statements accurate.
Completeness of Schedules. Other than the Summit Patent Rights set forth on Schedule 1.89, Summit does not Control any Patent Rights that Cover any Collaboration Compound or Licensed Product.
Completeness of Schedules. LSI Logic represents and warrants to SSI that, to the extent SSI is not the owner or exclusive licensee thereof, (i) LSI Logic has title to the Technology and Intellectual Property Rights included in SSI IP, and (ii) that the schedules setting forth the list of SSI Patents and of Patents within the LSI Logic Storage IP are complete and accurate. SSI's sole and exclusive remedy and LSI Logic's entire liability for any breach of the representation or warranty in the foregoing subsection (ii), is that such schedules shall be supplemented to include those Patents required to make the representation true and correct as of the Separation Date.
Completeness of Schedules. Section 3.9(a)(i) of the Disclosure Schedule is a full and complete listing of all agreements that cover Licensed-In Intellectual Property Rights (excluding any licenses for Software less than $500 per copy or per user) and, to the extent there is no written document covering certain Licensed-In Intellectual Property Rights, lists the licensor and provides a summary description of such Intellectual Property Rights licensed by that licensor. Section 3.9(a)(ii) is a full and complete listing of all Owned Intellectual Property Rights that are registered or subject to an application to register and all unregistered Owned Intellectual Property Rights material to the Business; provided that unregistered trade secrets and copyrightable material need only be listed by subject matter category.
Completeness of Schedules. The Schedules and the Exhibits are, in all material respects, a complete and accurate listing of all matters shown thereon.
Completeness of Schedules. To the Knowledge of Sheridan and SCEI, the exhibits to the AHC Purchase Agreement list all AHC Contracts, except as disclosed in writing to CPN prior to the execution and delivery of this Agreement. Schedule 3.11 describes all contracts Known to Sheridan and SCEI (the "Xxxxxxxx Ranch Contracts") to which SCEI will become a party or by which it will be bound by virtue of acquiring the Sheridan Properties or to which the Sheridan Properties are (or upon the Closing will be) subject, and describes all other Liens (other than Permitted Liens, as to which further CPN consent will not be required) to which the Sheridan Properties are (or upon the Closing will be) subject or bound. Upon consummation of the AHC Purchase Agreement and this Agreement, to the Knowledge of Sheridan and SCEI, SCEI shall not be a party to, nor have any obligations under, any agreements other than the AHC Purchase Agreement (including but not limited to the Assignment (as defined therein), the Closing Agreement by and among AHC, Sheridan and SCEI and the Assignment and Assumption Agreement of even date herewith by and among SEI, SCEI and AHC and the other agreements specified therein as required to be executed by SCEI pursuant thereto), the AHC Contracts, the Xxxxxxxx Ranch Contracts, the Senior Loan Facility and this Agreement, the other Transaction Agreements to which it is (or will be) a party and other agreements executed and delivered by Sheridan and SCEI in connection with the foregoing that have been executed and delivered by Calpine Corporation or CPN, or that have been approved in writing by Calpine Corporation or CPN, such approval not to be unreasonably withheld. Notwithstanding the foregoing provisions, or any other provisions in this Agreement to the contrary, nothing in this Section 3.11 shall be construed as extending the scope of the representations, warranties and covenants made by or to Sheridan and/or SCEI in the AHC Purchase Agreement.
Completeness of Schedules. Other than the Summit Patent Rights set forth on Schedule 1.45, as of the Effective Date Summit does not Control any Patent Rights that Cover any Licensed Product in the Eurofarma Territory.
Completeness of Schedules. The assets listed in Schedule 2.1 constitute all the assets owned or held by the Company used exclusively in the Aesthetic Business and the sale, marketing and distribution of the products of the Aesthetic Business as of the date hereof. The Company has no material liabilities or similar material obligations that would be required to be reported in accordance with GAAP, whether accrued, absolute or contingent relating to the Aesthetic Business other than liabilities accrued on the Company’s financial statements and incurred in the ordinary course of business.
