Schedules Delivered Sample Clauses

The "Schedules Delivered" clause defines the obligations and procedures related to the delivery of schedules, which are typically documents or lists that supplement the main agreement. In practice, this clause specifies when and how these schedules must be provided, who is responsible for their delivery, and may outline the consequences if they are not delivered as required. For example, it might require the seller to provide a list of assets or liabilities by a certain date. The core function of this clause is to ensure that all necessary supporting information is provided in a timely and organized manner, thereby facilitating transparency and smooth execution of the agreement.
Schedules Delivered. All Schedules to be delivered prior to Closing to Buyer by Seller hereunder shall have been so delivered with time sufficient for Buyer's review and in no event later than two (2) business days prior to Closing, and each such Schedule shall be satisfactory in form, and content, to Buyer, such satisfaction to be determined at Buyer's reasonable discretion. To the extent Seller updates any such Schedule immediately prior to Closing, each such update shall be satisfactory in form, and content, to Buyer, such satisfaction to be determined at Buyer's reasonable discretion.
View SourceView Similar (6)
Schedules Delivered. All of the schedules described in this Agreement and prepared by or on behalf of SELLER that are being delivered to BUYER with this Agreement are accurate and complete as of this date and will be accurate and complete as of the Closing Date, unless the schedule reflects a different date. If the schedule reflects a different date, the schedules are true, accurate, and complete as of the date indicated, and have been prepared in conformity with the provisions of this Agreement.
View SourceView Similar (2)
Schedules Delivered. All Schedules to be delivered prior to Closing to UOP by the Company hereunder shall have been so delivered with time sufficient for UOP's review and in no event later than three (3) business days prior to Closing, and each such Schedule shall be satisfactory in form, and content, to UOP, such satisfaction to be determined at UOP's reasonable discretion. To the extent the Company updates any such Schedule immediately prior to Closing as required by Subsection 5.1.1, paragraph (k) herein, each such update shall be satisfactory in form, and content, to UOP, such satisfaction to be determined at UOP's reasonable discretion. With respect to items on Schedules or updates to Schedules that may be quantified in monetary terms, the parties agree that such items having an impact on the Purchase Price or Purchase Price Adjustment equal to or greater than Fifty Thousand Dollars ($50,000), individually or in the aggregate, may be objected to by UOP within the standard of reasonableness (sometimes hereinafter referred to as the "Standard of Reasonableness") under this Subsection 6.1.3.
View SourceView Similar (2)
Schedules Delivered. All Schedules to be delivered to Sellers prior to Closing hereunder shall have been so delivered to them either at the time of execution of this Agreement or with time sufficient for Sellers’ review, and each such Schedule shall be satisfactory in form and content to them, such satisfaction to be determined at their sole discretion.
View SourceView Similar (2)
Schedules Delivered. All schedules and exhibits to this Agreement and all outstanding due diligence documents to be delivered by each party shall have been delivered in a form and substance reasonably satisfactory to each party and such schedules shall not disclose a material adverse change from the Acquiror's most recent Annual Report of Form 10-KSB and Quarterly Report on Form 10-QSB or Mediatech's Financial Statements.
View Source
Schedules Delivered. All of the schedules described in this Agreement and prepared by the Company which are being delivered to Buyer herewith or to be delivered at Closing are accurate and complete as of the date delivered, and will be accurate and complete as of the Closing Date,
View Source

Related to Schedules Delivered

  • Closing Deliverables (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

  • Closing Deliveries (i) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.