Delivery of Schedules and Exhibits Sample Clauses

Delivery of Schedules and Exhibits. Within twenty business days of the date of this Agreement, VSI and Seller shall deliver to Buyer all schedules (other than Schedule 2.9, which shall be delivered within twenty-five business days of the date of this Agreement) and exhibits to this Agreement (the date of delivery of the last such schedule or exhibit, including Schedule 2.9, being referred to herein as the "Delivery Date"), such schedules being true and correct in all material respects at and as of the Delivery Date (except for Schedules 1.1.1 and 1.3A, which shall be true and correct at and as of June 30, 1998) (collectively, the "Preliminary Schedules"). The Preliminary Schedules shall be updated as required pursuant to Section 1.3 hereof and otherwise as necessary so as to be true and correct at and as of the Closing Date (collectively, as so updated, the "Closing Schedules"). The Closing Schedules shall be delivered in accordance with Section 1.9 hereof; provided that any objection by Buyer to any of the Closing Schedules delivered not later than five days prior to Closing must be made by Buyer prior to Closing. Each of the Preliminary Schedules and the Closing Schedules shall be in a form reasonably satisfactory to Buyer.
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Delivery of Schedules and Exhibits. Seller shall have delivered to Buyer all of the Exhibits and Schedules required to be delivered by Seller on or before the Closing Date, in form and substance reasonably satisfactory to Buyer.
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Delivery of Schedules and Exhibits. Buyer shall have received all of Seller's schedules and exhibits in final form at least two Business Days prior to the Closing Date (not counting the Closing Date as one of such days), and no such schedule or exhibit contains or reflects a Business Material Adverse Change from the last previous schedule or exhibit received by Buyer.
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Delivery of Schedules and Exhibits. 23 8.3 DAMAGE OR DESTRUCTION.....................................23 8.4 NO OTHER MATERIAL ADVERSE CHANGE..........................23 8.5 CONSENTS..................................................24 8.6 INJUNCTIONS...............................................24 8.7 TRANSFER OF REAL PROPERTY.................................24 8.8 FINANCING/CONSENT OF LENDER...............................24 8.9
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Delivery of Schedules and Exhibits. The parties hereto acknowledge that the form and substance of Exhibits 1 - 5 have not been agreed upon and that all of the Schedules and supporting documentation to be delivered hereunder have not been delivered. As soon as practicable after the execution of this Agreement by both Seller and Purchaser, but not later than thirty (30) days after the execution of this Agreement by both Seller and Purchaser, Seller shall deliver to Purchaser the Schedules together with all supporting documentation. Purchaser shall have the right to rescind this Agreement, by written notice to Seller, for a period of fifteen (15) days after the date that Purchaser shall have received the last of the Schedules and supporting documentation if the information contained in such Schedules or supporting documentation differs materially from the information previously provided to Purchaser. In the event of such rescission by Purchaser, this Agreement shall be terminated and have no further force or effect, the parties hereto shall have no further obligations or liabilities hereunder and the Escrow Payment, together with interest and earnings thereon, shall be returned to Purchaser. In the event Purchaser does not notify Seller of such rescission, the Schedules shall be deemed approved. Purchaser and Seller shall use their best efforts to agree on the appropriate form and substance of Exhibits 1 - 5, inclusive, not later than forty-five days after the execution of this Agreement by both Seller and Purchaser. If the parties do not agree on the appropriate form and substance of such Exhibits within such time, then each party shall have the right to rescind this Agreement. In the event of such rescission, this Agreement shall be terminated and have no further force or effect, the parties hereto shall have no further obligations or liabilities hereunder and the Escrow Payment, together with interest and earnings thereon, shall be returned to Purchaser.
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Delivery of Schedules and Exhibits. Within ten (10) days from the date of this Agreement, Sellers and the Company shall deliver to Buyer a complete set of the Schedules and Exhibits called for by this Agreement prepared in good faith and containing all the required information. The Schedules and Exhibits must be in form and substance satisfactory to Buyer and HEICO in their sole discretion.
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Delivery of Schedules and Exhibits. All schedules and exhibits respecting the Company or Seller have been delivered in final form on the Closing Date and no such schedule or exhibit shall contain or reflect a Company Material Adverse Change from the last previous draft of such schedule or exhibit, or if none, the last oral discussion or written memorandum respecting such schedule or exhibit. An item disclosed in any Schedule hereto may be incorporated by reference into another Schedule hereto.
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Delivery of Schedules and Exhibits. (a) Within ten (10) days after the date hereof, Sellers shall deliver to Purchaser, in accordance with Section 12.2 hereof, all schedules referred to in this Agreement. Within seven (7) days after receipt of such schedules, Purchaser shall inform Sellers if such schedules are acceptable to Purchaser.
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Delivery of Schedules and Exhibits. PKW shall have delivered to ---------------------------------- Talbot all schedules, exhibits and records required under this Agreement, and all of the same shall have been approved by Talbot after Talbot has completed its examination of the same.
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Related to Delivery of Schedules and Exhibits

  • Schedules and Exhibits All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

  • Recitals, Schedules and Exhibits The Recitals, Schedules and Exhibits to this Agreement are incorporated herein and, by this reference, made a part hereof as if fully set forth herein.

  • LIST OF SCHEDULES AND EXHIBITS SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(1) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 - OPINION OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15, 2005, and is made by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents.

  • Incorporation of Schedules and Exhibits The Schedules and Exhibits identified in this Agreement are incorporated herein by reference and made a part hereof.

  • Headings, Schedules and Exhibits The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. The Schedules and Exhibits annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

  • ANNEXES, EXHIBITS AND SCHEDULES Annex I List of Commitments Exhibit A Form of Note Exhibit B-1 Form of Initial Funding Disbursement Request Exhibit B-2 Form of Subsequent Funding Request Exhibit B-3 Form of Invoice Disbursement Request Exhibit C Form of Direction Letter Exhibit D Form of Compliance Certificate Exhibit E Form of Legal Opinion of Xxxxxx & Xxxxxx, special counsel to the Borrower Exhibit F-1 Security Instruments Exhibit F-2 Form of Security Agreement Exhibit G Form of Assignment and Assumption Exhibit H Form of Conveyance of Overriding Royalty Interest Exhibit I Form of Warrant Agreement Exhibit J Form of Letter-in-Lieu Exhibit K Development Plan Exhibit L Form of Pledge Agreement Schedule 1.01 AFE Requirements Schedule 1.02 Approved Counterparties Schedule 8.05 Litigation Schedule 8.06 Environmental Matters Schedule 8.13 Insurance Schedule 8.15 Subsidiaries and Partnerships Schedule 8.17 Title to Properties Schedule 8.19 Gas Imbalances Schedule 8.20 Marketing Contracts Schedule 8.21 Swap Agreements Schedule 8.25 Material Agreements Schedule 8.30 Past Due Accounts Payable Schedule 9.02(e) Notice of Certain Events Schedule 9.18(b)(i) 3% Properties Schedule 9.18(b)(ii) 2% Properties Schedule 10.02 Debt Schedule 10.03 Excepted Liens Schedule 10.05 Investments Schedule 10.07 Leases Schedule 10.23 Net Sales Volumes

  • ADDENDA AND EXHIBITS Attached hereto is an Addendum or Addenda consisting of Paragraphs 49 through 55, and Exhibits A through B, all of which constitute a part of this Lease.

  • Exhibits and Schedules The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

  • Incorporation of Exhibits, Annexes, and Schedules The Exhibits, Annexes, and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

  • Schedules and Annexes The Schedules and Annexes referenced herein are a part of this Agreement as if fully set forth herein. All references herein to Schedules and Annexes shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by a party in the Schedules with reference to any section or schedule of this Agreement shall be deemed to be a disclosure with respect to all other sections or schedules to which the relevance of such disclosure is reasonably apparent. Certain information set forth in the Schedules is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality.

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