Delivery of Schedules. The Company and the Owners will deliver to AMP all schedules required to be delivered by them prior to the Closing.
Delivery of Schedules. The Company and the Physician shall deliver to Vision 21 all Schedules required to be delivered by them prior to the Closing.
Delivery of Schedules. The Stockholders and the Company shall deliver final Company Disclosure Schedules, in form and substance reasonably satisfactory to the Parent, and the Parent shall deliver to the Stockholders and the Company final Parent Disclosure Schedules in form and substance reasonably satisfactory to the Company and the Stockholders, in each case by a date which shall be not later than thirty (30) days from the date of execution of this Agreement.
Delivery of Schedules. Seller shall provide all Schedules required by this Agreement (other than those required by ARTICLE 7 hereof, which will be provided by Purchaser by the Schedule Due Date) within ten (10) days following the Effective Date (the “Schedule Due Date”). If applicable, the Due Diligence Period shall be extended by the total number of days which elapse between the Schedule Due Date and the date upon which all required Schedules have actually been provided to Purchaser, or, as applicable, any insufficiently completed Schedules have been corrected to Purchaser’s reasonable satisfaction (inclusive of the Schedule Due Date and the last applicable date of delivery or correction, as applicable). Any fact or item disclosed on any Schedule to this Agreement shall be deemed disclosed with regard to all other representations and warranties to which such fact or item may reasonably apply to the extent such disclosure would provide notice to a reasonable person that the information disclosed would also qualify, or constitute an exception to, such other representations and warranties. Seller may from time to time supplement and update such Schedules to reflect any changes since the date of delivery of the original Schedules or any matters of which Seller first acquires Knowledge following the original delivery date of such Schedules. Any such updates or supplements shall be deemed to amend the Schedules for all purposes retroactively to the Effective Date, except that (i) no amendment to Schedules 1.1(a) and 2.4(a) may be made without Purchaser’s written consent, and (ii) any amendments permitted above shall be disregarded (x) in determining whether the conditions to Closing set forth in Section 5.3(a) or Section 5.3(e) below have been satisfied, and (y) for all purposes under this Agreement if Seller intentionally omitted such information from the original Schedules. Notwithstanding the foregoing, if Purchaser has the right to terminate this Agreement pursuant to Sections 5.6(b), (c) or (d) and does not exercise such right as a result of such update to such schedules within ten (10) business days thereof, then such update to the disclosure schedules shall be deemed to have amended the appropriate schedule as of the Effective Date, to have qualified the representations and warranties contained in Section 6 as applicable, as of the Effective Date, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the existenc...
Delivery of Schedules. The Company shall deliver to Parent, within ten business days after the date hereof, a schedule listing all Foreign Company Plans. With respect to each Foreign Company Plan, the Company will deliver or make available within ten business days after the date hereof, to Parent a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any summary plan description and other written communications by the Company or any of its subsidiaries to their employees concerning the extent of the benefits provided under a Company Plan; and (iv) for the three most recent years (A) the Form 5500 and attached schedules, (B) audited financial statements and (C) actuarial valuation reports.
Delivery of Schedules. The schedules required to be delivered pursuant to this Agreement are being delivered simultaneously with the execution and delivery of this Agreement.
Delivery of Schedules. The Parties acknowledge that the Schedules to be delivered pursuant to this Agreement will not be delivered on the Signing Date. The Parties agree that all Schedules will be delivered no later than November 6, 1998. If the Party to whom a particular Schedule is delivered does not object in writing to the contents of such Schedule by November 11, 1998, then that particular Schedule will be deemed final and the disclosures made thereon will be deemed made as of the Signing Date. Any Schedule to which a written objection is raised will be deemed final upon the mutual agreement of the Parties as to the content of such Schedule and the disclosures made thereon will be deemed made as of the Signing Date.
Delivery of Schedules. The Company and the Shareholder shall deliver to Vision 21 all Schedules required to be delivered by them prior to the Closing.
Delivery of Schedules. Except for the Excluded Assets Schedule, the Estimated Purchased Inventory Schedule, the Proprietary Products and Formulations Schedule and the Excluded Products Schedule (which are attached hereto and made a part hereof) and any schedules to be delivered at the Closing (i.e., the Purchased Receivables Schedule, the Purchased Inventories Schedule and the Purchase Price Allocation Schedule), Seller shall prepare in good faith and deliver to Buyer all of the remaining Schedules to this Agreement (the "Deferred Schedules"), on or prior to March 10, 1999. Seller shall use its best efforts to describe in reasonable detail the facts, events and occurrences required to be disclosed on the Deferred Schedules. Seller acknowledges and agrees that the Deferred Schedules shall not contain the words "know," "knowledge," "material," "materiality" or derivations of such words. The parties will use reasonable efforts to resolve in good faith any disputes regarding the information and/or level of detail disclosed on the Deferred Schedules. Notwithstanding any provision in this Agreement or any schedule or exhibit hereto to the contrary, Seller's obligation to consummate the transactions contemplated by this Agreement shall not be conditioned upon the waiver or amendment of any instrument governing any indebtedness for borrowed money or any security interest granted in connection therewith. In furtherance of the foregoing, on or prior to the Closing Date, Seller hereby covenants and agrees to obtain the release of any Liens encumbering any of the Purchased Assets pursuant to the terms of any instrument governing any such indebtedness for borrowed money or any security interest granted in connection therewith, including any such item listed on Schedule 5.3 hereof.
Delivery of Schedules. Within one hundred eighty days (180) following the date of execution of this Agreement, Seller shall deliver to Buyer a schedule, to be identified as Schedule 6.20, which sets forth all of the following identified by Seller after reasonable investigation (i) all Permits, (ii) all material items of Tangible Personal Property (other than Inventories), (iii) quantities of Inventories recorded in Seller's books and records for the Business as of the last day of the month preceding the date of this Agreement, together with the net book values of such Inventories as of such date, (iv) all Easements held by Seller in connection with the Business, (v) all line extension agreements and similar construction arrangements, railroad crossing agreements and similar arrangements, and (vi) all Real Property Leases. Schedule 6.20 will also designate those Permits that require the consent of the respective Governmental Authority to transfer and those that purport to be non- transferable.
