Seller’s Disclosure Schedules. (a) From time to time up to the Closing, the Sellers shall promptly supplement or amend the Schedules that they have delivered with respect to any matter first existing or occurring following the date hereof that comes to the Sellers’ Knowledge or of which the Purchaser notifies the Sellers in writing and that (i) if existing or occurring at or prior to the date hereof, would have been required to be set forth or described in the Schedules, or (ii) is necessary to correct any information in the Schedules that has been rendered inaccurate thereby. Within five Business Days from receipt of notice of such supplement or amendment, the Purchaser shall notify the Sellers whether the Purchaser intends to pursue any or all of the remedies that may be available to the Purchaser for breach of the representation or warranty that relates to the Schedule that has been supplemented or amended. If the Purchaser notifies the Sellers that it intends to pursue any or all remedies that may be available to the Purchaser in accordance with the preceding sentence, such supplement or amendment shall have no effect for the purpose of determining satisfaction of the conditions set forth in Section 7.2 or the obligations of the Sellers under Section 10.1, and if the Purchaser does not notify the Sellers that is intends to pursue any or all of the remedies that may be available to the Purchaser in accordance with the preceding sentence, (i) the Purchaser shall be deemed to waive any and all such remedies arising from a breach of the relevant representation or warranty to the extent relating to such supplement or amendment, (ii) the relevant Schedule shall be deemed updated as supplemented or amended and (iii) the Schedule, as supplemented or amended, shall be used in determining whether the conditions set forth in Section 7.2 have been satisfied and whether the Sellers have any obligations under Section 10.1.
(b) The disclosure of any liability or obligation in the Schedules shall not create an Assumed Liability except to the extent that the disclosure of such liability or obligation has been expressly assumed by the Purchaser as an Assumed Liability as provided in Section 2.3 of this Agreement.
(c) Any information, item or other disclosure set forth in any Schedule shall be deemed to have been set forth in any other Schedule, if the relevance of such disclosure to such other portion is readily apparent from the facts specified in such disclosure.
Seller’s Disclosure Schedules. Section Description
Seller’s Disclosure Schedules. The Sellers Disclosure Schedules are qualified in their entirety by reference to specific provisions in this Agreement. The fact that any item of information or references to dollar amounts is contained in the Sellers Disclosure Schedules shall not be construed to mean that such information is (i) required to be disclosed by this Agreement or (ii) a basis or standard for interpreting the terms “materiality,” “materially,” “material” or “Material Adverse Effect” as used in this Agreement. Nothing in the Sellers Disclosure Schedules constitutes an admission of any liability or obligation of the Sellers or any CPI Company to any third party, nor an admission of any liability or obligation to any third party against the interests of the Sellers or the CPI Companies. The schedule headings in the Sellers Disclosure Schedules are for convenience of reference only and shall not be deemed to alter or affect the express description of the Sellers Disclosure Schedules as set forth in this Agreement. To the extent applicable, any matter set forth in one section of the Sellers Disclosure Schedules which could, based solely on the substance of the disclosure itself, reasonably be determined to be applicable to another section of the Sellers Disclosure Schedules or to modify another representation or warranty of the Sellers or the Companies on its face shall be deemed to be set forth in each other section of the Sellers Disclosure Schedules or to modify the representation and warranty to which it is applicable.
Seller’s Disclosure Schedules. The Seller's Disclosure Schedules are hereby amended and restated in their entirety and replaced for all purposes under the Agreement with the Seller's Disclosure Schedules set forth in Annex A hereto and shall be deemed for all purposes under the Agreement to have been delivered in such form as of the date of the Agreement.
Seller’s Disclosure Schedules. To the extent Purchaser has an Initial Public Offering it will use commercially reasonable efforts to redact Seller’s Disclosure Schedules in any filing of this Agreement in compliance with the rules of any nationally recognized stock exchange. Section 7.14. [***].
Seller’s Disclosure Schedules. The Schedules referred to in Section 13 are satisfactory to Buyer, in Buyer's sole discretion.
Seller’s Disclosure Schedules. Schedule 1.1(a) Seller’s Knowledge Schedule 1.1(c) Maxbass Terminal Schedule 2.4(a) Closing Net Working Capital Schedule 4.3(b) Qualification Schedule 4.3(c) Ownership of Purchased Interests and Encumbrances Schedule 4.5 Company Subsidiaries Schedule 4.6 No Conflict Schedule 4.7 Governmental Approvals Schedule 4.8 Permits Schedule 4.9 Financial Statements Schedule 4.10 Absence of Certain Changes Schedule 4.11 Taxes Schedule 4.12 Compliance with Applicable Laws Schedule 4.13 Legal Proceedings; Orders Schedule 4.14(a) Title to Properties Schedule 4.14(b) Easements Schedule 4.14(c) Condemnation Schedule 4.15(a) Material Contracts Schedule 4.15(b) Enforceability of Material Contracts Schedule 4.16 Employee Matters Schedule 4.17(a) Compliance with Environmental Laws Schedule 4.17(b) Material Environmental Permits Schedule 4.17(c) CERCLA Responsibility Schedule 4.18 Insurance Schedule 4.19 Brokerage Fees Schedule 4.20 Intellectual Property Schedule 4.22 Affiliate Transactions Schedule 4.23 Sufficiency and Condition of Assets Schedule 4.24 Undisclosed Liabilities Schedule 4.25 Indebtedness Schedule 6.2 Pre-Closing Restrictions Schedule 7.4(d) Annual Bonus Schedule 7.7 Retained Marks Schedule 7.8 Financial Guaranties Schedule 7.10(a) Excluded Assets and Retained Liabilities Schedule 7.10(c) Portland Airport Pipeline Schedule 7.10(e) Excluded IT Assets Schedule 7.11 Shared Contracts Schedule 7.12(a) Affiliate Contracts to be Terminated Schedule 7.12(b) Surviving Intercompany Payables and Receivables Buyer’s Disclosure Schedules: Schedule 1.1(b) Buyer’s Knowledge Schedule 5.4 Consents and Approvals Schedule 5.7 Brokerage Fees THIS PURCHASE AND SALE AGREEMENT is entered into on the 20th day of August, 2019, among Xxxxxx Xxxxxx Operating L.P. “A”, a Delaware limited partnership (“Seller”), Pembina U.S. Corporation, a Delaware corporation (“Buyer”), and solely for purposes of Section 13.11, Pembina Pipeline Corporation, a corporation organized under the laws of the Province of Alberta (the “Buyer Guarantor”), and Xxxxxx Xxxxxx, Inc., a Delaware corporation (the “Seller Guarantor”).
Seller’s Disclosure Schedules. Schedule 1.1(a) – Project Assets Schedule 1.1(b) – Permitted Liens Schedule 3.2 – Manner of Payment Schedule 4.6.2 – Real Property Proceedings Schedule 4.6.3 – Real Property Documents Schedule 4.6.5 – Agreements/Commitments with Governmental Authorities and Private/Public Utilities Schedule 4.7 – Taxes Schedule 4.8 – Seller Consents and Approvals Schedule 4.10 – Proceedings Schedule 4.11.1 – Project Contracts Schedule 4.13.1 – Orders by Governmental Authority Schedule 4.14 – Permits Schedule 4.15 – Reports and Studies Schedule 4.16 – Brokers or Finders Schedule 4.20 – Support Obligations Schedule 4.21 – Project Insurance Policies This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of November 9, 2018 (the “Effective Date”), by and among Invenergy Transmission LLC (“Buyer”), Grain Belt Express Holding LLC (“Seller”), and Grain Belt Express Clean Line LLC (“Company”). Buyer, Seller and Company shall each individually be referred to herein as a “Party” and collectively as the “Parties”.
Seller’s Disclosure Schedules. As of July 4, 2005, the Selling Parties had delivered true and correct copies of the Sellers Disclosure Schedules, Schedule 6.12, Exhibit B, Exhibit C and Exhibit G.
Seller’s Disclosure Schedules. The following document constitutes the Sellers Disclosure Schedule referenced in the Stock Purchase Agreement, dated [ ], by and among Li3 Energy, Inc., Pacific Road Capital A Pty. Limited, as trustee for Pacific Road Resources Fund A, Pacific Road Capital B Pty. Limited, as trustee for Pacific Road Resources Fund B and Pacific Road Capital Management G.P. Limited, as General Partner of Pacific Road Resources Fund L.P. This Sellers Disclosure Schedule sets forth the disclosures required by the Agreement and, where applicable, sets forth the exceptions to the representations and warranties of Sellers contained in the Agreement. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement. This Seller Disclosure Schedule is arranged in sections corresponding to each Section of the Agreement. Each exception to a representation and warranty set forth in this Seller Disclosure Schedule shall only qualify the specific representation and warranty which is referenced in the applicable section of the Seller Disclosure Schedule, and no other representation or warranty. The exceptions to the representations and warranties should be specific and expressly stated and under no circumstance may be implied or construed based upon the content of any document referenced herein. This Sellers Disclosure Schedule and the information and disclosures contained herein are intended only to qualify and limit the representations and warranties of Sellers contained in the corresponding section of the Agreement and shall not be deemed to expand in any way the scope or effect of any such representations and warranties. For greater certainty, to the extent that any inaccuracy or omission in any such representation or warranty is disclosed in this Sellers Disclosure Schedule, such representation or warranty will be deemed to be qualified by such disclosure, and neither Buyer nor any Buyer Indemnitees shall be entitled to make any claim pursuant to ARTICLE X of the Agreement or otherwise for such inaccuracy or omission in such representation or warranty.
