Delivery of Disclosure Schedule Sample Clauses

Delivery of Disclosure Schedule. (a) Not later than June 12, 2002, the Company shall deliver to the Purchasers Representative a final Disclosure Schedule (the "Final Disclosure Schedule"), with appropriate attachments and exhibits, which would incorporate events and facts both as of the date hereof and as of the date of the delivery of the Final Disclosure Schedule. In consideration of the Purchasers entering into this Agreement without the benefit of the Final Disclosure Schedule, the Company hereby agrees that the Purchasers Representative (on behalf of the Purchasers) may accept or reject the Final Disclosure Schedule in its sole discretion, by delivering written notice of such decision to the Company not later than ten business days after receipt of such Final Disclosure Schedule; provided that if the Purchasers Representative does not deliver such notice within such ten business day period, then the Final Disclosure Schedule shall be deemed accepted. If the Purchasers Representative shall reject the Final Disclosure Schedule, then this Agreement shall be deemed terminated pursuant to Section 9.1, and the provisions set forth in Section 9.2 shall govern. If the Purchasers Representative shall accept or be deemed to accept the Final Disclosure Schedule, the Final Disclosure Schedule shall become part of this Agreement and shall replace the Original Disclosure Schedule in its entirety. (b) If changes occur in the Company's and its Subsidiaries' businesses in the Ordinary Course of Business between the date of the delivery of the Final Disclosure Schedule and the Closing Date, the Company may update the Final Disclosure Schedule to reflect such changes. The Company shall prepare and deliver to the Purchasers Representative the updated Disclosure Schedule (the "Updated Disclosure Schedule") not later than five business days prior to the Closing Date. The Purchasers Representative (on behalf of the Purchasers) may accept or reject the Updated Disclosure Schedule in its sole discretion, by delivering written notice of such decision to the Company not later than the day before the Closing Date; provided that if the Purchasers Representative does not deliver such notice by the day before the Closing Date, then the Updated Disclosure Schedule shall be deemed accepted. If the Purchasers Representative shall reject the Updated Disclosure Schedule, then this Agreement shall be deemed terminated pursuant to Section 9.1, and the provisions set forth in Section 9.2 shall govern.
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Delivery of Disclosure Schedule. The parties have agreed to execute and deliver this Agreement prior to completion and delivery of the Disclosure Schedule. Sellers will use their best efforts to prepare and deliver to Buyer the Disclosure Schedule together with all supporting agreements and documents related to the information disclosed therein, as promptly as practicable (but in no event later than ten days after the date hereof) in a form and substance reasonably satisfactory to Buyer in all respects (and the parties hereto acknowledge and agree that it is reasonable for Buyer to reject the Disclosure Schedule in the event that the Disclosure Schedule as delivered by Sellers includes or should include, for accuracy and completeness (based upon Buyer’s investigation performed through the date of delivery of the Disclosure Schedule), any materially adverse information, in which event the Disclosure Schedule shall be deemed not delivered and Sellers shall be in breach of this Section 7.10).
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Delivery of Disclosure Schedule. Sellers shall deliver to Buyer a copy of the Disclosure Schedule required to be prepared by Sellers hereunder on or prior to 5:00 p.m., New York time, on the sixth business day following the date of this Agreement. Buyer shall have five business days following its receipt of the Disclosure Schedule to review such Disclosure Schedule and to notify Sellers of its intention not to proceed with the transactions contemplated by this Agreement and to terminate this Agreement. In the event that Buyer does not so notify Sellers of its intention to terminate this Agreement within such five-day period, Buyer's right to terminate this Agreement pursuant to Section 8.1(f) shall expire.
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Delivery of Disclosure Schedule. The Company shall have delivered to the Investors the Disclosure Schedule.
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Delivery of Disclosure Schedule. No later than March 20, 2015, Sellers shall deliver to Buyer the “Disclosure Schedule”, which shall be in form and substance reasonably acceptable to Buyer (it being understood that if any disclosure set forth thereon is materially inconsistent with, or would cause the representations and warranties of Sellers in this Agreements to be materially inconsistent with, the information contained in the Data Room prior to the date hereof or the schedules filed by Sellers in the Bankruptcy Court in connection with the Chapter 11 Cases prior to the date hereof, then a Material Adverse Effect shall be deemed to have occurred and Buyer shall be entitled to terminate this Agreement pursuant to Section 8.1(b)(ii)).
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Delivery of Disclosure Schedule. On or before the execution of this Agreement, the Seller shall deliver to the Buyer the Disclosure Schedule.
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Delivery of Disclosure Schedule. The Company covenants and agrees to deliver to the Purchaser the Disclosure Schedule (as defined in Section II) on or before December 11, 2000.
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Delivery of Disclosure Schedule. The parties have agreed to execute and deliver this Agreement prior to completion and delivery of the Seller’s Disclosure Schedule to Buyer and the Buyer’s Disclosure Schedule to Seller. Both Buyer and Seller will use commercially reasonable efforts to prepare and deliver to the other the Seller’s Disclosure Schedule to the Buyer and the Buyer’s Disclosure Schedule to the Seller as promptly as practicable (but in no event later than ten (10) days after the date hereof).
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Related to Delivery of Disclosure Schedule

  • Delivery of Disclosure Documents Upon request by a customer that is a Shareholder of the Funds, FSSC will send a copy of the current Prospectus (and, if expressly requested, Statement of Additional Information), annual report or semi-annual report for any Fund (“Disclosure Documents”) to the customer within three (3) business days of such request. (i) The Funds will furnish to FSSC at the Funds’ own expense such number of copies of the then-current Disclosure Documents as FSSC requests to satisfy its obligations under this paragraph. (ii) FSSC covenants to the Funds that it will not make any representations concerning any Shares other than those contained in the Disclosure Documents of the applicable Fund. (iii) The parties may agree from time to time to set appropriate security procedures and to perform electronically certain of their obligations under this Agreement, including without limitation the delivery of requested Disclosure Documents.

  • Disclosure Schedules The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contract.

  • of the Disclosure Schedule To the Knowledge of the Company there are no strikes, slowdowns, work stoppages, lockouts or threats thereof by or with respect to any of the employees of the Company.

  • Company Disclosure Schedule Article 3.............................................10

  • Disclosure Letters (a) Prior to the execution and delivery of this Agreement, each party has delivered to the other party a letter (its “Disclosure Letter”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of such party’s representations or warranties contained in Section 3.3 or to one or more of its covenants or agreements contained in Articles 4 or 5; provided, that (i) no such item is required to be set forth in a party’s Disclosure Letter as an exception to any representation or warranty of such party if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 3.2, and (ii) the mere inclusion of an item in a party’s Disclosure Letter as an exception to a representation or warranty shall not be deemed an admission by that party that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect (as defined herein) with respect to such party. (b) Any disclosures made with respect to a subsection of Section 3.3 shall be deemed to qualify (i) any subsections of Section 3.3 specifically referenced or cross-referenced and (ii) other subsections of Section 3.3 to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure (A) applies to such other subsections and (B) contains sufficient detail to enable a reasonable person to recognize the relevance of such disclosure to such other subsections.

  • Disclosure Schedule (i) During the Investment Period, the Company shall from time to time update the Disclosure Schedule as may be required to satisfy the condition set forth in Section 6.3(i). For purposes of this Section 5.14, any disclosure made in a schedule to the Compliance Certificate substantially in the form attached hereto as Exhibit D shall be deemed to be an update of the Disclosure Schedule. Notwithstanding anything in this Agreement to the contrary, no update to the Disclosure Schedule pursuant to this Section 5.14 shall cure any breach of a representation or warranty of the Company contained in this Agreement and shall not affect any of the Investor’s rights or remedies with respect thereto. (ii) Notwithstanding anything to the contrary contained in the Disclosure Schedules or in this Agreement, the information and disclosure contained in any Schedule of the Disclosure Schedules shall be deemed to be disclosed and incorporated by reference in any other Schedule of the Disclosure Schedules as though fully set forth in such Schedule for which applicability of such information and disclosure is readily apparent on its face. The fact that any item of information is disclosed in the Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement. Except as expressly set forth in this Agreement, such information and the thresholds (whether based on quantity, qualitative characterization, dollar amounts or otherwise) set forth herein shall not be used as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement.

  • Receipt of Disclosure Document The Fund and the Adviser acknowledge receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser’s Form ADV containing certain information concerning the Subadviser and the nature of its business.

  • Disclosure Letter (a) The disclosures in the Disclosure Letter, and those in any Supplement thereto, must relate only to the representations and warranties in the Section of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement. (b) In the event of any inconsistency between the statements in the body of this Agreement and those in the Disclosure Letter (other than an exception expressly set forth as such in the Disclosure Letter with respect to a specifically identified representation or warranty), the statements in the body of this Agreement will control.

  • Company Disclosure Letter The Company Disclosure Letter has been arranged, for purposes of convenience only, as separate parts corresponding to the subsections of Article II of this Agreement. The representations and warranties contained in Article II of this Agreement are subject to (a) the exceptions and disclosures set forth in the part of the Company Disclosure Letter corresponding to the particular subsection of Article II in which such representation and warranty appears; (b) any exceptions or disclosures explicitly cross-referenced in such part of the Company Disclosure Letter by reference to another part of the Company Disclosure Letter; and (c) any exception or disclosure set forth in any other part of the Company Disclosure Letter to the extent it is reasonably apparent that such exception or disclosure is intended to qualify such representation and warranty. No reference to or disclosure of any item or other matter in the Company Disclosure Letter shall be construed as an admission or indication that such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Letter. The information set forth in the Company Disclosure Letter is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including of any violation of Law or breach of any agreement. The Company Disclosure Letter and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of the Company contained in this Agreement. Nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty contained in this Agreement or create any covenant. Matters reflected in the Company Disclosure Letter are not necessarily limited to matters required by the Agreement to be reflected in the Company Disclosure Letter. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature.

  • Accuracy of Disclosure The Company represents and warrants to each Holder and agrees for the benefit of each Holder that (i) the Preference Registration Statements and any amendment thereto will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading; and (ii) each of the Prospectuses furnished to such Holder for delivery in connection with the exercise of Preference Warrants or in connection with the sale of Preference Warrant Shares, as the case may be, and the documents incorporated by reference therein will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company shall have no liability under clause (i) or (ii) of this Section 2.1(c) with respect to any such untrue statement or omission made in a Preference Registration Statement in reliance upon and in conformity with information furnished to the Company by or on behalf of the Holders specifically for inclusion therein.

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