Common use of The Company Schedules Clause in Contracts

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. Within ten (10) days following the prior to ----------------------- Closing, the Company will deliver to LUCKYBULL Trans Max the following schedules (unless such requirement is waived by LUCKYBULL)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 Memorandum and Articles of Association 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 herein; (c) a certified list from the Company’s '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; (cd) 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; (de) 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 March 31, 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 March 31, 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 claimed by the Company respecting such obligations; (h) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of the Company since March 31, 2003; 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 LUCKYBULL Trans Max 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 Trans Max or the LUCKYBULL Shareholder Trans Max Shareholders find any such schedules or updates provided after the date hereof to be unacceptable, LUCKYBULL Trans Max or the LUCKYBULL Shareholder Trans Max 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 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 wholeprovided.

The Company Schedules. Within ten (10) days following the --------------------- Closing, the Company will deliver to LUCKYBULL Sunshine the following schedules (unless such requirement is waived by LUCKYBULL)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 principal 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 Certificate of Incorporation and Articles of Association Bylaws 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; (dc) 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); 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 2.16(d). The Company shall cause the Company Schedules and the instruments and data delivered to LUCKYBULL Sunshine hereunder to be promptly updated after the date hereof up to and including the Closing Date. It is understood and agreed that not all of the schedules referred to above have been completed or are available to be furnished by the Company. The Company shall have until January 31, 2006 to provide such schedules. If the Company cannot or fails to provide the schedules required by this Section, or if LUCKYBULL Sunshine or the LUCKYBULL Shareholder Sunshine Members find any such schedules or updates provided after the date hereof to be unacceptable, LUCKYBULL Sunshine or the LUCKYBULL Shareholder Sunshine Members 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 produceprovided. For purposes of the foregoing, LUCKYBULL the Sunshine 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. Within ten (10) days following the Closing, the Company will deliver to LUCKYBULL the following schedules (unless such requirement is waived by LUCKYBULL)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 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.