Seller Schedules Sample Clauses

Seller Schedules. Seller has delivered to Buyer the following schedules, which are collectively referred to as the "Seller Schedules" and which consist of the following separate schedules dated as of the date of execution of this Agreement, all certified by the chief executive officer of Seller as complete, true, and accurate. (a) A schedule including copies of its articles of incorporation and bylaws and all amendments thereto in effect as of the date of this Agreement; (b) A schedule containing copies of resolutions adopted by the directors of Seller approving this Agreement and the transactions herein contemplated as referred to in Section 3.02; (c) A schedule setting forth the financial statements required pursuant to Section 3.03(a) hereof; (d) A schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of Seller since the most recent Seller balance sheet, required to be provided pursuant to Section 3.05 hereof; (e) A schedule setting forth any material contracts required to be provided or matters to be disclosed pursuant to Section 3.08 hereof; (f) A schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Seller Schedules by Sections 3.01 through 3.
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Seller Schedules. Purchaser shall have received the Seller Disclosure Schedules, and the Seller Schedule Review Period shall have expired.
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Seller Schedules. Excluded Contracts 1.1(b) Knowledge Persons
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Seller Schedules. Seller has delivered to Purchaser the following disclosure schedules, which are collectively referred to as the "Seller Schedules" and which consist of separate schedules dated as of the date of execution of this Agreement and documents, instruments and data as of such date, all certified by a duly authorized officer of Seller as complete, true, and correct: (a) A schedule in accordance with section 2.03 containing Seller's financial statements and Seller's Current Balance Sheet; (b) A schedule in accordance with section 2.04 describing the material changes to Seller since the date of Seller's most recent balance sheet; (c) A schedule setting forth the Real Property Disclosures and information referred to in section 2.07 with respect to the real property interests of Seller; (d) A schedule containing a summary of each employee benefit plan of Seller as required by section 2.10; and (e) A schedule setting forth any other information required to be disclosed in Seller Schedules by sections 2.01 through 2.22 of this Agreement. Seller shall cause the exhibits to this Agreement, the Seller's Schedules, and the other documents, instruments, and data delivered to Purchaser hereunder to be updated after the date hereof and prior to the Closing Date.
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Seller Schedules. Schedule 1.1 Seller Knowledge Schedule 3.1(b) Working Capital Calculation Accounting Principles and Methodologies Schedule 5.3(a) Seller and Parent Conflicts Schedule 5.3(b) Seller and Parent Consents Schedule 5.4 Liens on Shares Schedule 5.5 Financial Advisors Schedule 6.1(a) Jurisdictions Schedule 6.2(a) Company and Subsidiaries Conflicts Schedule 6.2(b) Company and Subsidiaries Consents Schedule 6.4(a) Subsidiaries Schedule 6.5(a)(i) Audited Financial Statements Schedule 6.5(a)(ii) Unaudited Financial Statement Assumptions and Methodologies Schedule 6.5(a)(iii) Unaudited Financial Statements Schedule 6.5(e) Inventories Schedule 6.6 Undisclosed Liabilities Schedule 6.7 Absence of Certain Developments Schedule 6.9(a) Owned Real Property Schedule 6.9(b) Leased Real Property Schedule 6.10 Tangible Personal Property Schedule 6.11(a) Intellectual Property Schedule 6.12(a) Material Contracts Schedule 6.13(a) Employee Benefit Plans Schedule 6.13(c) Benefit Plan Contributions Schedule 6.13(e) Employee Benefit Payments Schedule 6.13(i) Medical Benefits Schedule 6.13(j) Foreign Benefit Plans Schedule 6.14(c) Facility Closing Schedule 6.17 Environmental Matters Schedule 6.18 Financial Advisors Schedule 6.19(a) Related Party Borrowings Schedule 6.19(b) Related Party Interests Schedule 6.20 Insurance Schedule 6.22 Customers Schedule 6.23 Suppliers Schedule 6.24 Product Recalls Schedule 8.2 Conduct of the Business Schedule 8.10(b) Transaction Bonuses Schedule 8.10(c) Assumption of Plans Schedule 8.11 Transition Services Schedule 8.13(d) Preliminary Allocation Statement Schedule 8.15 Restructuring Transactions Schedule 8.17 Intercompany Balances Schedule 8.20(a) Release of Obligations Under Certain Contracts Schedule 8.20(b) Release of Obligations Under Certain Guarantees Schedule 8.28(b) Reimbursement Obligations Schedule 9.1(g)(i) Approvals of Contracts Schedule 9.1(g)(ii) Approvals of any Governmental Body Schedule 9.1(i) Form of Legal Opinion Purchaser Schedules Schedule 7.6 Purchaser Financial Advisors Exhibits Exhibit A - Form of Employment Agreement STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT, dated as of March 21, 2006 (this “Agreement”), is entered into by and among Electrical Components International Holdings Company, a Delaware corporation (“Purchaser”), Viasystems Group, Inc., a Delaware corporation (“Parent”), Wire Harness Holding Company, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Seller”), and Wire Harness...
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Related to Seller Schedules

  • Wage Schedules The Parties shall, upon completing a wage adjustment calculation, forthwith prepare, publish, post and distribute a wage schedule resulting therefrom. The final determination of the wage schedules shall be issued no later than the 7th day of March or September, for the May and November adjustments, respectively.

  • Exhibits/Schedules The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

  • Disclosure Schedules The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contract.

  • Schedules Schedules to this Agreement form a part of it.

  • Collateral Schedules and Locations Insofar as the Collateral consists of inventory, Grantor shall deliver to Lender, as often as Lender shall require, such lists, descriptions, and designations of such Collateral as Lender may require to identify the nature, extent, and location of such Collateral. Such information shall be submitted for Grantor and each of its subsidiaries or related companies.

  • Shift Schedules 1501 Shift schedules for a minimum of a four (4) week period shall be posted at least two (2) weeks in advance of the beginning of the scheduled period. Shifts within the minimum four (4) week period shall not be altered after posting except by mutual agreement between the nurse(s) concerned and the Employer. Requests for specific days off duty shall be submitted in writing at least two (2) weeks prior to posting and granted, if possible in the judgment of the Employer. 1502 Requests for interchanges in posted shifts or a portion thereof shall also be submitted in writing, co-signed by the nurse willing to exchange shifts with the applicant. Where reasonably possible, interchanges in posted shifts are to be completed within the posted shift schedule. It is understood that any change in shifts or days off initiated by the nurses and approved by the Employer shall not result in overtime costs to the Employer. 1503 Night shift shall be considered as the first shift of each calendar day. 1504 Master rotations for each nursing unit shall be planned by the Employer in meaningful consultation with the nurse(s) concerned. The process for meaningful consultation shall include:  Employer proposes a master rotation including the Employer established criteria and provides to Nurses concerned  Nurses are provided reasonable time to submit feedback and/or an alternate master rotation for consideration.  The amended or new master rotation is provided to Nurses for review. Nurses are provided with a reasonable time to submit feedback.  At each step of the consultation process the Union will be provided with the new or revised master rotation to ensure contract compliance.  Employer has the sole discretion to select the new master rotation and provides rationale for the selection. Master Rotations shall, unless otherwise mutually agreed between the nurse(s) concerned and the Employer, observe the conditions listed hereinafter: (a) a minimum of fifteen hours (15) off between assigned shifts. (b) (i) a minimum of forty-seven (47) hours off at one time, or

  • LIST OF SCHEDULES AND EXHIBITS Schedules

  • Outage Schedules The Connecting Transmission Owner shall post scheduled outages of its transmission facilities on the NYISO OASIS. Developer shall submit its planned maintenance schedules for the Large Generating Facility to Connecting Transmission Owner and NYISO for a minimum of a rolling thirty-six month period. Developer shall update its planned maintenance schedules as necessary. NYISO may direct, or the Connecting Transmission Owner may request, Developer to reschedule its maintenance as necessary to maintain the reliability of the New York State Transmission System. Compensation to Developer for any additional direct costs that the Developer incurs as a result of rescheduling maintenance, including any additional overtime, breaking of maintenance contracts or other costs above and beyond the cost the Developer would have incurred absent the request to reschedule maintenance, shall be in accordance with the ISO OATT. Developer will not be eligible to receive compensation, if during the twelve (12) months prior to the date of the scheduled maintenance, the Developer had modified its schedule of maintenance activities other than at the direction of the NYISO or request of the Connecting Transmission Owner.

  • DELIVERY SCHEDULES In accordance with the "Non-State Agencies Participation in Centralized Contracts” and “Extension of Use” clauses herein, this Contract is extended to local governments, political subdivisions and others authorized by law as well as State agencies. The Delivery Schedules (based on Requirement Letter RL182) are available as a guide to indicate proposed delivery points and estimated annual requirements. Delivery Schedules may be revised or clarified as necessary. Any specific questions regarding the site conditions should be directed to the end-user at the telephone number shown on the Delivery Schedule. The Delivery Schedules are available upon request. Contractors shall be obligated to deliver under the Contract to any State agency which places a purchase order under the Contract, whether or not such delivery location is identified in the Delivery Schedules. Any political subdivision or other non-State entity which has not filed a requirement with OGS as of the date of the bid opening shall be eligible to receive deliveries at Contractor's option only, upon placement of a valid purchase order to the Contractor's address as indicated in the award. Contracts created by OGS in response to receipt of Filed Requirements are considered to be binding. At Contractor's request, Contractor will be advised in writing regarding political subdivisions or other Non-State entities which have filed on a timely basis but do not appear on the Delivery Schedule. Where “Standby” is indicated in the Delivery Schedule, this reflects those facilities which normally use a fuel supply (i.e. natural gas) other than fuel oil and will only use fuel oil when alternate fuel is unavailable.

  • Voltage Schedules Once the Developer has synchronized the Large Generating Facility with the New York State Transmission System, NYISO shall require Developer to operate the Large Generating Facility to produce or absorb reactive power within the design capability of the Large Generating Facility set forth in Article 9.5.1 (Power Factor Design Criteria). NYISO’s voltage schedules shall treat all sources of reactive power in the New York Control Area in an equitable and not unduly discriminatory manner. NYISO shall exercise Reasonable Efforts to provide Developer with such schedules in accordance with NYISO procedures, and may make changes to such schedules as necessary to maintain the reliability of the New York State Transmission System. Developer shall operate the Large Generating Facility to maintain the specified output voltage or power factor at the Point of Interconnection within the design capability of the Large Generating Facility set forth in Article 9.5.1 (Power Factor Design Criteria) as directed by the Connecting Transmission Owner’s System Operator or the NYISO. If Developer is unable to maintain the specified voltage or power factor, it shall promptly notify NYISO.

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