Common use of Meridian Disclosure Schedule Clause in Contracts

Meridian Disclosure Schedule. Meridian will deliver to ATS, on or ---------------------------- before February 21, 1997, the Meridian Disclosure Schedule and all other documents (including the interim financial statements constituting a part of the Meridian Financial Statements) required to be delivered by Meridian pursuant to Article 3 of this Agreement. Without limiting the generality of the foregoing, the Meridian Disclosure Schedule shall set forth Meridian's proposal with respect to which (a) authorizations, consents, waivers, orders or approvals are proposed to be a condition of Closing pursuant to the provisions of Section 6.1(a), (ii) which Private Authorizations, Leases and Material Agreements and which modifications, if any, of Leases and other Contractual Obligations are proposed to be a condition to Closing pursuant to the provisions of Section 6.2(d), and (iii) which permits, consents or other Governmental Authorizations of the United States Forest Service are proposed to be a condition to Closing pursuant to the provisions of Section 6.2(m). ATS shall have the right, for a period commencing upon its receipt of the Meridian Disclosure Schedule and each other document (other than such interim financial statements) together with a letter from Meridian indicating that such delivery constitutes a "final and complete" delivery pursuant to this Section and terminating at 11:59 p.m. on the fifteenth (15th) day following such receipt, (a) to terminate this Agreement, if the Meridian Disclosure Schedule reveals any Event of which it was unaware as of the date of this Agreement, which unknown Events, individually or in the aggregate, would have a Material Adverse Effect on Meridian, and (b) to propose to Meridian alternatives as to which (i) authorizations, consents, waivers, orders or approvals are to be a condition of Closing pursuant to the provisions of Section 6.1(a), (ii) which Private Authorizations, Leases and Material Agreements and which modifications, if any, of Leases and other Contractual Obligations are to be a condition to Closing pursuant to the provisions of Section 6.2(d), and (iii) which permits, consents or other Governmental Authorizations of the United States Forest Service are to be a condition to Closing pursuant to the provisions of Section 6.2(m). ATS shall have a further right to terminate this Agreement for a period of five (5) business days following receipt of such interim financial statements marked "final and complete" if such interim financial statements indicate that a Material Adverse Change in Meridian has occurred of which ATS was unaware of the date of this Agreement. Anything in this Section 9.16 or elsewhere in this Agreement to the contrary notwithstanding, Meridian shall not be obligated to agree to any proposal of ATS pursuant to clause (b) of the first sentence of the preceding paragraph and neither Meridian nor ATS shall be obligated to negotiate in good faith with respect to resolving such matters and each may make a determination to terminate in its sole and absolute discretion. In the event ATS and Meridian do not agree in writing on the resolution of matters raised by any proposal made by ATS pursuant to such clause (b) on or prior to ten (10) business days of receipt by Meridian of any such proposal of ATS (the "Interim Period") either party may, on or prior to ten (10) business days (the "Termination Period"), following the expiration of the Interim Period, terminate this Agreement. In the event neither party shall have so terminated this Agreement on or prior to the expiration of the Termination Period, or, in the event ATS makes no proposal pursuant to clause (b) of the preceding paragraph, this Agreement shall continue in full force and effect and the original proposal of Meridian (as set forth in the Meridian Disclosure Schedule) shall control for purposes of determining the conditions of Closing set forth in Section 6.1(a), 6.2(d) and 6.2(m).

Meridian Disclosure Schedule. Meridian will deliver to ATS, on or ---------------------------- before February 21, 1997, the Meridian Disclosure Schedule and all other documents (including the interim financial statements constituting a part of the Meridian Financial Statements) required to be delivered by Meridian pursuant to Article 3 of this Agreement. Without limiting the generality of the foregoing, the Meridian Disclosure Schedule shall set forth Meridian's proposal with respect to which (a) authorizations, consents, waivers, orders or approvals are proposed to be a condition of Closing pursuant to the provisions of Section 6.1(a), (ii) which Private Authorizations, Leases and Material Agreements and which modifications, if any, of Leases and other Contractual Obligations are proposed to be a condition to Closing pursuant to the provisions of Section 6.2(d), and (iii) which permits, consents or other Governmental Authorizations of the United States Forest Service are proposed to be a condition to Closing pursuant to the provisions of Section 6.2(m). ATS shall have the right, for a period commencing upon its receipt of the Meridian Disclosure Schedule and each other document (other than such interim financial statements) together with a letter from Meridian indicating that such delivery constitutes a "final and complete" delivery pursuant to this Section and terminating at 11:59 p.m. on the fifteenth (15th) day following such receipt, (a) to terminate this Agreement, if the Meridian Disclosure Schedule reveals any Event of which it was unaware as of the date of this Agreement, which unknown Events, individually or in the aggregate, would have a Material Adverse Effect on Meridian, and (b) to propose to Meridian alternatives as to which (i) authorizations, consents, waivers, orders or approvals are to be a condition of Closing pursuant to the provisions of Section 6.1(a), (ii) which Private Authorizations, Leases and Material Agreements and which modifications, if any, of Leases and other Contractual Obligations are to be a condition to Closing pursuant to the provisions of Section 6.2(d), and (iii) which permits, consents or other Governmental Authorizations of the United States Forest Service are to be a condition to Closing pursuant to the provisions of Section 6.2(m). ATS shall have a further right to terminate this Agreement for a period of five (5) business days following receipt of such interim financial statements marked "final and complete" if such interim financial statements indicate that a Material Adverse Change in Meridian has occurred of which ATS was unaware of the date of this Agreement. Anything in this Section 9.16 or elsewhere in this Agreement to the contrary notwithstanding, Meridian shall not be obligated to agree to any proposal of ATS pursuant to clause (b) of the first sentence of the preceding paragraph and neither Meridian nor ATS shall be obligated to negotiate in good faith with respect to resolving such matters and each may make a determination to terminate in its sole and absolute discretion. In the event ATS and Meridian do not agree in writing on the resolution of matters raised by any proposal made by ATS pursuant to such clause (b) on or prior to ten (10) business days of receipt by Meridian of any such proposal of ATS (the "Interim Period") either party may, on or prior to ten (10) business days (the "Termination Period"), following the expiration of the Interim Period, terminate this Agreement. In the event neither party shall have so terminated this Agreement on or prior to the expiration of the Termination Period, or, in the event ATS makes no proposal pursuant to clause (b) of the preceding paragraph, this Agreement shall continue in full force and effect and the original proposal of Meridian (as set forth in the Meridian Disclosure Schedule) shall control for purposes of determining the conditions of Closing set forth in Section 6.1(a), 6.2(d) and 6.2(m).

Meridian Disclosure Schedule. Meridian will deliver to ATS, on or ---------------------------- before February 21, 1997, the Meridian Disclosure Schedule and all other documents (including the interim financial statements constituting a part of the Meridian Financial Statements) required to be delivered by Meridian pursuant to Article 3 of this Agreement. Without limiting the generality of the foregoing, the Meridian Disclosure Schedule shall set forth Meridian's proposal with respect to which (a) authorizations, consents, waivers, orders or approvals are proposed to be a condition of Closing pursuant to the provisions of Section 6.1(a), (ii) which Private Authorizations, Leases and Material Agreements and which modifications, if any, of Leases and other Contractual Obligations are proposed to be a condition to Closing pursuant to the provisions of Section 6.2(d), and (iii) which permits, consents or other Governmental Authorizations of the United States Forest Service are proposed to be a condition to Closing pursuant to the provisions of Section 6.2(m). ATS shall have the right, for a period commencing upon its receipt of the Meridian Disclosure Schedule and each other document (other than such interim financial statements) together with a letter from Meridian indicating that such delivery constitutes a "final and complete" delivery pursuant to this Section and terminating at 11:59 p.m. on the fifteenth (15th) day following such receipt, (a) to terminate this Agreement, if the Meridian Disclosure Schedule reveals any Event of which it was unaware as of the date of this Agreement, which unknown Events, individually or in the aggregate, would have a Material Adverse Effect on Meridian, and (b) to propose to Meridian alternatives as to which (i) authorizations, consents, waivers, orders or approvals are to be a condition of Closing pursuant to the provisions of Section 6.1(a), (ii) which Private Authorizations, Leases and Material Agreements and which modifications, if any, of Leases and other Contractual Obligations are to be a condition to Closing pursuant to the provisions of Section 6.2(d), and (iii) which permits, consents or other Governmental Authorizations of the United States Forest Service are to be a condition to Closing pursuant to the provisions of Section 6.2(m). ATS shall have a further right to terminate this Agreement for a period of five (5) business days following receipt of such interim financial statements marked "final and complete" if such interim financial statements indicate that a Material Adverse Change in Meridian has occurred of which ATS was unaware of the date of this Agreement. Anything in this Section 9.16 or elsewhere in this Agreement to the contrary notwithstanding, Meridian shall not be obligated to agree to any proposal of ATS pursuant to clause (b) of the first sentence of the preceding paragraph and neither Meridian nor ATS shall be obligated to negotiate in good faith with respect to resolving such matters and each may make a determination to terminate in its sole and absolute discretion. In the event ATS and Meridian do not agree in writing on the resolution of matters raised by any proposal made by ATS pursuant to such clause (b) on or prior to ten (10) business days of receipt by Meridian of any such proposal of ATS (the "Interim Period") either party may, on or prior to ten (10) business days (the "Termination Period"), following the expiration of the Interim Period, terminate this Agreement. In the event neither party shall have so terminated this Agreement on or prior to the expiration of the Termination Period, or, in the event ATS makes no proposal pursuant to clause (b) of the preceding paragraph, this Agreement shall continue in full force and effect and the original proposal of Meridian (as set forth -42- in the Meridian Disclosure Schedule) shall control for purposes of determining the conditions of Closing set forth in Section 6.1(a), 6.2(d) and 6.2(m).