Schedule Disclosure. At the date of this Agreement:
(i) Schedule 7.1(dd)(i) is a list of all jurisdictions (or registration districts within such jurisdictions) in which each Credit Party (i) has its chief executive office, head office, registered office and chief place of business, (ii) carries on business, (iii) has any account debtors, or (iv) stores any tangible personal property (except for goods in transit in the ordinary course of business);
(ii) Schedule 7.1(dd)(ii) is a list of all Authorizations which are material or necessary to any of the Credit Parties or the ownership, management and operation of the Mining Properties;
(iii) Schedule 7.1(dd)(iii) is a list of all trademarks, tradenames, copyrights and patents (and the registration particulars thereof) which are material or necessary to any the Credit Parties;
(iv) Schedule 7.1(dd)(iv) is a list of all actions, suits, arbitrations or proceedings pending, taken or to the Borrower’s knowledge, threatened, before or by any Governmental Entity or other Person affecting any of the Credit Parties;
(v) Schedule 7.1(dd)(v) contains a list of all agreements, contracts or similar instruments to which a Credit Party is a party or to which any of their property or assets could be subject, for which breach, non-performance, cancellation or failure to renew could have a Material Adverse Effect;
(vi) Schedule 7.1(dd)(vi) contains a list of all labour agreements to which a Credit Party is a party;
(vii) Schedule 7.1(dd)(vii) shows the complete bank account details for the Borrower.
Schedule Disclosure. Regardless of any qualifications or limitations on the representations and warranties set forth in this Article II regarding materiality, PCI has used all reasonable best efforts to list and/or describe on the Schedules all matters required to be listed and/or described by the representations and warranties set forth herein.
Schedule Disclosure. The Seller agrees to furnish complete Schedules required by this Agreement to the Parent and the Acquiror no later than the close of business on August 30, 1996. The parties agree that the inclusion of any item on a schedule to this Agreement does not constitute an acknowledgement that such item is material or would be reasonably likely to result in a Material Adverse Effect.
Schedule Disclosure. At the Closing Date and as at the date of the initial Advance:
(i) Schedule 4.1(bb)(i) is a list of all addresses at which each of the Credit Parties
(i) have their respective chief executive office, head office, registered office and principal place of business, (ii) carry on business, or (iii) store any tangible personal property (except for goods in transit in the ordinary course of business), together with a list of all jurisdictions (outside of Canada or the United States) in which each of the Credit Parties has any account debtors;
(ii) Schedule 4.1(bb)(ii) is a list of all Authorizations, including Business Authorizations, which are material to any Credit Party;
(iii) Schedule 4.1(bb)(iii) is a list of all material Intellectual Property owned or licensed by the Credit Parties;
(iv) Schedule 4.1(bb)(iv) is a list of all actions, suits, arbitrations or proceedings pending, taken or to the knowledge of the Credit Parties, threatened, before or by any Governmental Authority or other Person affecting the Credit Parties or their Assets which, if determined adversely to the Credit Parties could expose any Credit Party to liability in excess of $50,000;
(v) Schedule 4.1(bb)(v) contains a list of all agreements, contracts or similar instruments to which each of the Credit Parties is a party or to which any of their assets could be subject, for which breach, non-performance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect; and
(vi) Schedule 4.1(bb)(vi) is a list of all Bank Accounts and securities accounts of the Credit Parties;
Schedule Disclosure. At the date of this Agreement:
(i) Schedule 7.1(dd)(i) is a list of all jurisdictions (or registration districts within such jurisdictions) in which each Company Party (i) has its chief executive office, head office, registered office and chief place of business, (ii) carries on business, (iii) has any account debtors, or (iv) stores any tangible personal property (except for goods in transit in the ordinary course of business);
(ii) Schedule 7.1(dd)(ii) is a list of all Authorizations which are material to any Company Party and to the acquisition, ownership, construction or operation of the Properties and the Business;
(iii) Schedule 7.1(dd)(iii) is a list of all Intellectual Property that is material to any Company Party and the Business;
(iv) Schedule 7.1(dd)(iv) is a list of all actions, suits, arbitrations or proceedings pending, taken or to the Parent’s and the Company’s knowledge, threatened, before or by any Governmental Entity or other Person affecting any Company Party;
(v) Schedule 7.1(dd)(v) contains a list of all Material Contracts; and
(vi) Schedule 7.1(dd)(vi) contains a list of all settlement agreements and related orders in connection with any mechanics and materialmen liens against or affecting the Lima Energy Project;
Schedule Disclosure. 19 Article 4
Schedule Disclosure. (a) Seller shall have the right from time to time prior to the Closing to supplement the Disclosure Schedules hereto with respect to any matter that arises after the date hereof and that would have been required or permitted to be set forth or described in the Disclosure Schedules had such matter existed or been known as of the date of this Agreement. Any such supplemental disclosure will be deemed to have cured any breach of the representations and warranties made in Section 3.1 for all purposes hereunder other than determining whether the condition set forth in Section 5.1.1 has been satisfied.
(b) Each Disclosure Schedule hereto shall be in writing and shall qualify this Agreement, although Disclosure Schedules need not be attached to each copy of this Agreement. The inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Seller that such item represents an exception or material fact, event or circumstance or that such item constitutes a Material Adverse Circumstance. Any fact or item that is disclosed in any Disclosure Schedule in a way as to make its relevance or applicability to information called for by any other Disclosure Schedule reasonably apparent shall be deemed to be disclosed in such other Disclosure Schedule, notwithstanding the omission of a reference or cross-reference thereto.
Schedule Disclosure. At the date of this Agreement:
(i) Schedule 7.1(dd) is a list of all jurisdictions (or registration districts within such jurisdictions) in which each Credit Party (i) has its chief executive office, head office, registered office and chief place of business, (ii) carries on business, (iii) has any account debtors or (iv) stores any tangible personal property (except for goods in transit in the ordinary course of business).
(ii) Schedule 7.1(dd) is a list of all Authorizations which are material or necessary to any of the Credit Parties, the Business or the ownership, management and operation of any of the Mining Properties.
(iii) Schedule 7.1(dd) is a list of all trademarks, trade names, copyrights and patents (and the registration particulars thereof) which are material or necessary to any the Credit Parties or the Business.
(iv) Schedule 7.1(dd) contains a list of all agreements, contracts or similar Instruments to which a Credit Party is a party or to which any of their property or assets could be subject, for which breach, non-performance, cancellation or failure to renew could have a Material Adverse Effect.
(v) Schedule 7.1(dd) shows the complete bank account details for each of the Credit Parties.
Schedule Disclosure. At the date of this Agreement:
(i) Schedule “7.1(dd)” is a list of all jurisdictions (or registration districts within such jurisdictions) in which each Credit Party (i) has its chief executive office, head office, registered office and chief place of business, (ii) carries on business, (iii) has any account debtors, or (iv) stores any tangible personal property (except for goods in transit in the ordinary course of business).
(ii) Schedule “7.1(dd)” is a list of all Authorizations which are material or necessary to any of the Credit Parties, the Business or the ownership, management and operation of any of the Mining Properties.
(iii) There are no trademarks, trade names, copyrights or patents which are material or necessary to any the Credit Parties or the Business.
(iv) Schedule “7.1(dd)” contains a list of all agreements, contracts or similar Instruments to which a Credit Party is a party or to which any of their property or assets could be subject, for which breach, non-performance, cancellation or failure to renew could have a Material Adverse Effect.
(v) There are no labour agreements to which a Credit Party is a party.
(vi) Schedule “7.1(dd)” shows the details of all bank accounts of each of the Credit Parties and identifies which of those bank accounts are to be made subject to a Control Agreement.
(vii) Schedule “7.1(dd)” shows a list of all consulting agreements which a Credit Party is a party to as of the Effective Date.
Schedule Disclosure. The Schedules that the Shareholder has delivered and to which the representations and warranties made by the Shareholder and the Company in Article 2 hereof refer have been or will be compiled in a bound volume (the “Disclosure Schedule”). The Disclosure Schedule constitutes an integral part of this Agreement. The inclusion of an item in the Disclosure Schedule shall not be construed as an indication of the materiality or lack of materiality of such item. The disclosures in the Disclosure Schedule shall be arranged in sections corresponding to the sections contained in Article 2 hereof and the disclosures in any section or paragraph of the Disclosure Schedule shall qualify only (a) the corresponding section or paragraph in Article 2 hereof and (b) other sections or paragraphs in Article 2 hereof to the extent that it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure is applicable to such other sections or paragraphs.
