Common use of The Company Schedules Clause in Contracts

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.

Appears in 3 contracts

Samples: Share Exchange Agreement (AvWorks Aviation Corp), Share Exchange Agreement (Datamill Media Corp.), Share Exchange Agreement (Datamill Media Corp.)

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The Company Schedules. No later than five (5) 10 days from the execution of this Agreementdate the Bank Consent is obtained, the Company will deliver to Young LADP 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 true, and accurate in all material respects as of the date of this Agreement: (a) a certified list from the Company's President or ’s 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 containing a description of all real property owned by the Company (if any), 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; (c) 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); (d) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of the Company since September 30, 2008; (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; (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 (df) 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(d2.17(f). The Company shall cause the Company Schedules and the instruments and data delivered to Young and the Young Members LADP 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 LADP in writing and the Young Members in writingdisclosed on XXXXX.

Appears in 1 contract

Samples: Share Exchange Agreement (Acies Corp)

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