The Company Schedules. The Company has delivered to Pacificap the following schedules, which are collectively referred to as the "Company Schedules" and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement:
(a) a schedule containing complete and accurate copies of the certificate of incorporation and bylaws of the Company as in effect as of the date of this Agreement;
(b) a schedule containing the financial statements of the Company identified in paragraph 2.04(a);
(c) a Schedule 2.18(c) containing a list indicating the name and address of each shareholder of the Company together with the number of shares owned by him, her or it;
(d) a schedule containing a description of all real property owned by the Company, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real and intellectual property;
(e) copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which the Company carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of the Company);
(f) a schedule listing the accounts receivable and notes and other obligations receivable of the Company as of December 31, 2002, and the quarters ended March 31, 2003 and June 20, 2003, or thereafter other than in the ordinary course of business of the Company, indicating the debtor and amount, and classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments which are in the aggregate material and due to or claimed by such debtor;
(g) a schedule listing the accounts payable and notes and other obligations payable of the Company as of December 31, 2002 and the quarters ended March 31, 2003 and June 20, 2003, or that arose thereafter other than in the ordinary course of the business of the Company, indicating the creditor and amount, classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments, which in the aggregate are material and due to or ...
The Company Schedules. No later than five (5) days from the execution of this Agreement, the Company will deliver to Young the following schedules, which are collectively referred to as the "Company Schedules" and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true and accurate in all material respects as of the date of this Agreement:
(a) a certified list from the Company's President or Transfer Agent (if it has one) setting forth the name and address of each shareholder of the Company together with the number of shares owned by him, her or it;
(b) a schedule listing any and all federal, provincial, state and local tax identification numbers of the Company and containing complete and correct copies of all federal, provincial, state and local tax returns filed by the Company;
(c) a schedule containing complete, correct and file stamped copies of the Bylaws, Articles of Incorporation or similar organizational documents, and all amendments thereto, of the Company in effect as of the date of this Agreement; and
(d) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed by the Company. Any fact known to be, or to the best knowledge of the Company after reasonable investigation, reasonably believed to be, contrary to the representations, covenants, and warranties made in Article II are required to be disclosed in the Company Schedules pursuant to this Section 2.17(d). The Company shall cause the Company Schedules and the instruments and data delivered to Young and the Young Members hereunder to be promptly updated after the date hereof up to and including the Closing Date to include any material changes in such information not otherwise provided to Young and the Young Members in writing.
The Company Schedules. Within ten (10) days following the Closing, the Company will deliver to LUCKYBULL the following schedules (unless such requirement is waived by LUCKYBULL), which are collectively referred to as the "Company Schedules" and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement:
(a) a schedule containing complete and accurate copies of the Memorandum and Articles of Association of the Company as in effect as of the date of this Agreement;
(b) certified list from the Company’s Transfer Agent and/or Registered Agent setting forth the name and address of each shareholder of the Company together with the number of shares owned by him, her or it;
(c) a schedule containing a description of all real property owned by the Company, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real property; and
(d) copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which the Company carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of the Company). The Company shall cause the Company Schedules and the instruments and data delivered to LUCKYBULL hereunder to be promptly updated after the date hereof up to and including the Closing Date. If the Company cannot or fails to provide the schedules required by this Section, or if LUCKYBULL or the LUCKYBULL Shareholder find any such schedules or updates provided after the date hereof to be unacceptable, LUCKYBULL or the LUCKYBULL Shareholder may terminate this Agreement by giving written notice to the Company within five (5) days after the schedules or updates were due to be produced or were provided after which time the Company will have an additional five days to produce. For purposes of the foregoing, LUCKYBULL may consider a disclosure in the Company Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial condition of the Company, taken as a whole.
The Company Schedules. The Company will deliver to Gulf the following schedules, if such schedules are applicable to the business of the Company, which are collectively referred to as the "Company Schedules" and which consist of separate schedules dated as of the date of execution of this Agreement, all certified by the principal executive officer of the Company as complete, true, and correct as of the date of this Agreement in all material respects, which schedules shall be delivered within 10 days following the execution of this Agreement:
(a) a schedule containing complete and correct copies of the Articles of Incorporation and Bylaws or similar organizational documents of the Company in effect as of the date of this Agreement;
(b) a schedule containing any Corporate Resolutions of the shareholders of the Company;
(c) a schedule containing Minutes of meetings of the Board of Directors of the Company;
(d) a schedule containing original copies of all material agreements of the Company, including, but not limited to all agreements and documents filed as Exhibits to the SEC Filings which the Company can reasonably obtain copies of;
(e) a schedule listing any and all federal, provincial, state and local tax identification numbers of the Company and containing complete and correct copies of all federal, provincial, state and local tax returns filed by the Company;
(f) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed by the Company. Any fact known to be, or to the best Knowledge of the Company or after reasonable investigation, reasonably believed to be, contrary to any of the representations, covenants, and warranties made in Article II are required to be disclosed in the Company Schedules pursuant to this Section 2.14; and
The Company Schedules. The Company has delivered to the SRM Shareholders the following schedules, which are collectively referred to as the “Company Schedules” and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement.
(a) a schedule containing complete and accurate copies of the certificate of incorporation and bylaws of the Company as in effect as of the date of this Agreement;
(b) a schedule setting forth any exceptions to any statements contained in this Article II.
(c) a schedule setting forth any other information, together with any required copiesof documents, required to be disclosed in the Company Schedules by Sections 2.01 through 2.12.
The Company Schedules. The Company has delivered to the Shareholders the following schedules, which are collectively referred to as the “Company Schedules” and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement.
(a) a schedule containing complete and accurate copies of the Articles of Incorporation and bylaws of the Company as in effect as of the date of this Agreement;
(b) a schedule setting forth any information, together with any required copies of documents, required to be disclosed in the Company Schedules by Sections 2.01 through 2.13. The Company shall cause the Company Schedules and the instruments and data delivered to the Shareholders hereunder to be promptly updated after the date hereof up to and including the Closing Date.
The Company Schedules. The Company has delivered to the EAI Shareholders the following schedules, which are collectively referred to as the “Company Schedules” and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement.
(a) a schedule containing complete and accurate copies of the certificate of incorporation and bylaws of the Company as in effect as of the date of this Agreement;
(b) a schedule setting forth any information, together with any required copies of documents, required to be disclosed in the Company Schedules by Sections 2.01 through 2.13. The Company shall cause the Company Schedules and the instruments and data delivered to the EAI Shareholders hereunder to be promptly updated after the date hereof up to and including the Closing Date.
The Company Schedules. Attached hereto are the following schedules, which are collectively referred to as the “Company Schedules” and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement:
(a) A schedule containing complete and accurate copies of the Articles of Incorporation and Bylaws of the Company as in effect as of the date of this Agreement;
(b) A schedule containing the financial statements of the Company for the years ended December 31, 2002 and 2003 and for the fiscal year ended June 30, 2004;
(c) A list from the Company’s Transfer Agent setting forth the name and address of each shareholder of the Company together with the number of shares owned by him, her or it; and
(d) A schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Company Schedules.
The Company Schedules. Within ten (10) days prior to Closing, the Company will deliver to Mikwec the following schedules, which are collectively referred to as the "Company Schedules" and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement: (a) a schedule containing complete and accurate copies of the Certificate of Incorporation and Bylaws of the Company as in effect as of the date of this Agreement; (b) a certified list from the Company's Transfer Agent setting forth the name and address of each shareholder of the Company together with the number of shares owned by him, her or it; (d) a schedule containing a description of all real property owned by the Company, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real property; (e) copies of all licenses, permits, and other governmental authorizations (or requests or applications therefore) pursuant to which the Company carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of the Company); and (i) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Company Schedules by Sections 2.01 through 2.18. The Company shall cause the Company Schedules and the instruments and data delivered to Mikwec hereunder to be promptly updated after the date hereof up to and including the Closing Date. If the Company cannot or fails to provide the schedules required by this Section, or if Mikwec or the Company finds any such schedules or updates provided after the date hereof to be reasonably unacceptable, Mikwec or the Mikwec Shareholders may terminate this Agreement by giving written notice to the Company within five (5) days after the schedules or updates were due to be produced or were provided.
The Company Schedules. The Company has delivered to the PFH Shareholders the following schedules, which are collectively referred to as the “Company Schedules” and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement.
(a) a schedule containing complete and accurate copies of the articles of incorporation and bylaws of the Company as in effect as of the date of this Agreement;
(b) a schedule setting forth any information, together with any required copies of documents, required to be disclosed in the Company Schedules by Sections 2.01 through 2.13. The Company shall cause the Company Schedules and the instruments and data delivered to the PFH Shareholders hereunder to be promptly updated after the date hereof up to and including the Closing Date.
