Senticore Schedules and Documents. Senticore will deliver to Forestal the following schedules and documents within ten days prior to the date of closing, which are collectively referred to as the "Senticore Schedules" and which consist of the following separate schedules dated as of the date of execution of this Agreement, all certified by a duly authorized officer of Senticore as complete, true, and accurate: (a) A schedule including copies of the Articles of Incorporation and Bylaws of Senticore in effect as of the date of this Agreement; (b) A schedule containing copies of resolutions adopted by the board of directors of Senticore approving this Agreement and the transactions herein contemplated; (c) A schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of Senticore since the most recent Senticore balance sheet, required to be provided pursuant to Section 2.04 hereof; (d) A schedule setting forth the financial statements required pursuant to Section 2.04(a) hereof; (e) A schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Senticore Schedules by Sections 2.01 through 2.12; and (f) Legal opinions in a form acceptable to Forestal that Senticore has complied with applicable securities laws pertaining to this Agreement. Senticore shall cause the Senticore Schedules and the instruments delivered to Forestal hereunder to be updated after the date hereof up to and including a specified date not more than three business days prior to the Closing Date. Such updated Senticore Schedules, certified in the same manner as the original Senticore Schedules, shall be delivered prior to and as a condition precedent to the obligation of Forestal to close.
Appears in 2 contracts
Samples: Merger Agreement (Hojo Holdings Inc), Merger Agreement (Hojo Holdings Inc)
Senticore Schedules and Documents. Senticore will deliver to Forestal IHT the following schedules and documents within ten days prior to the date of closing, which are collectively referred to as the "Senticore Schedules" and which consist of the following separate schedules dated as of the date of execution of this Agreement, all certified by a duly authorized officer of Senticore as complete, true, and accurate:
(a) A schedule including copies of the Articles of Incorporation and Bylaws of Senticore in effect as of the date of this Agreement;
(b) A schedule containing copies of resolutions adopted by the board of directors of Senticore approving this Agreement and the transactions herein contemplated;
(c) A schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of Senticore since the most recent Senticore balance sheet, required to be provided pursuant to Section 2.04 hereof;
(d) A schedule setting forth the financial statements required pursuant to Section 2.04(a) hereof;
(e) A schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Senticore Schedules by Sections 2.01 through 2.12; and
(f) Legal opinions in a form acceptable to Forestal IHT that Senticore has complied with applicable securities laws pertaining to this Agreement. Senticore shall cause the Senticore Schedules and the instruments delivered to Forestal IHT hereunder to be updated after the date hereof up to and including a specified date not more than three business days prior to the Closing Date. Such updated Senticore Schedules, certified in the same manner as the original Senticore Schedules, shall be delivered prior to and as a condition precedent to the obligation of Forestal IHT to close.
Appears in 2 contracts
Samples: Merger Agreement (Senticore Inc), Agreement and Plan of Merger (Senticore Inc)
Senticore Schedules and Documents. Senticore will deliver to Forestal Westar the following schedules and documents within ten days prior to the date of closing, which are collectively referred to as the "Senticore Schedules" and which consist of the following separate schedules dated as of the date of execution of this Agreement, all certified by a duly authorized officer of Senticore as complete, true, and accurate:
(a) A schedule including copies of the Articles of Incorporation and Bylaws of Senticore in effect as of the date of this Agreement;
(b) A schedule containing copies of resolutions adopted by the board of directors of Senticore approving this Agreement and the transactions herein contemplated;
(c) A schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of Senticore since the most recent Senticore balance sheet, required to be provided pursuant to Section 2.04 hereof;
(d) A schedule setting forth the financial statements required pursuant to Section 2.04(a) hereof;
(e) A schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Senticore Schedules by Sections 2.01 through 2.12; and
(f) Legal opinions in a form acceptable to Forestal Westar that Senticore has complied with applicable securities laws pertaining to this Agreement. Senticore shall cause the Senticore Schedules and the instruments delivered to Forestal Westar hereunder to be updated after the date hereof up to and including a specified date not more than three business days prior to the Closing Date. Such updated Senticore Schedules, certified in the same manner as the original Senticore Schedules, shall be delivered prior to and as a condition precedent to the obligation of Forestal Westar to close.
Appears in 1 contract
Samples: Merger Agreement (Senticore Inc)