Common use of Town House Schedules Clause in Contracts

Town House Schedules. Town House has delivered to Xerion or will deliver, as soon as practicable but in no event less than 5 days prior to the Closing, the following schedules, which are collectively referred to as the "Town House Schedules" and which consist of separate schedules, all of which are complete, true, and correct in all material respects. (a) a schedule containing complete and correct copies of the organizational documents, as amended, of each Town House and its Subsidiaries in effect as of the date of the Closing of this Agreement; (b) a schedule containing the financial statements of Town House and its Subsidiaries identified in paragraph 2.3(a) and 5.1; (c) a schedule, if requested by Xerion, containing true and correct copies of the most significant contracts, agreements, or other instruments to which any of Town House and its Subsidiaries is a party or by which any of them or their properties is bound, specifically including all contracts, agreements, or arrangements referred to in Section 2.10; (d) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of Town House or BT______, / FZ______, / FZ______, HM______, FWJ______, FH______ its Subsidiaries since the date of the Consolidated US Financial Statements, required to be provided pursuant to section 2.6 hereof; and (e) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Town House Schedules by sections 2.1 through 2.16. Each of the Town House Schedules shall be produced through delivery of a hard paper copy of the original and an electronic Microsoft Word or HTML formatted copy of the original, and if the original is in a language other than English, shall be produced through delivery of a hard paper copy of the original and an electronic Microsoft Word or HTML formatted copy of the original foreign language version and an English translation, certified by the translator as a complete and accurate translation from the original. Town House and the Shareholders shall cause the Town House Schedules and the instruments and data delivered to Xerion hereunder to be updated after the date hereof up to and including the Closing Date.

Appears in 2 contracts

Samples: Stock Exchange Agreement (Xerion Ecosolutions Group Inc), Stock Exchange Agreement (Xerion Ecosolutions Group Inc)

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Town House Schedules. Town House has delivered to Xerion or will deliver, as soon as practicable but in no event less than 5 days prior to the Closing, the following schedules, which are collectively referred to as the "Town House Schedules" and which consist of separate schedules, all of which are complete, true, and correct in all material respects. (a) a schedule containing complete and correct copies of the organizational documents, as amended, of each Town House and its Subsidiaries in effect as of the date of the Closing of this Agreement; (b) a schedule containing the financial statements of Town House and its Subsidiaries identified in paragraph 2.3(a) and 5.1; (c) a schedule, if requested by Xerion, containing true and correct copies of the most significant contracts, agreements, or other instruments to which any of Town House and its Subsidiaries is a party or by which any of them or their properties is bound, specifically including all contracts, agreements, or arrangements referred to in Section 2.10; (d) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of Town House or BT______, / FZ______, / FZ______, HM______, FWJ______, FH______ its Subsidiaries since the date of the Consolidated US Financial Statements, required to be provided pursuant to section 2.6 hereof; and (e) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Town House Schedules by sections 2.1 through 2.16. Each of the Town House Schedules shall be produced through delivery of a hard paper copy of the original and an electronic Microsoft Word or HTML formatted copy of the original, and if the original is in a language other than English, shall be produced through delivery of a hard paper copy of the original and an electronic Microsoft Word or HTML formatted copy of the original foreign language version and an English translation, certified by the translator as a complete and accurate translation from the original. Town House and the Shareholders shall cause the Town House Schedules and the instruments and data delivered to Xerion hereunder to be updated after the date hereof up to and including the Closing Date.

Appears in 1 contract

Samples: Stock Exchange Agreement (Xerion Ecosolutions Group Inc)

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Town House Schedules. Town House has delivered to Xerion Comet or will deliver, as soon as practicable but in no event less than 5 days prior to the Closingpracticable, the following schedules, which are collectively referred to as the "Town House Schedules" and which consist of separate schedulesschedules dated as of the date of execution of this Agreement and instruments and data as of such date, all certified by the chief executive officer of which are Town House as complete, true, and correct in all material respects.correct: (a) a schedule containing complete and correct copies of the organizational documents, as amended, of each Town House and its Subsidiaries wholly-owned subsidiary, Wuhan, in effect as of the date of the Closing of this Agreement; (b) a schedule containing the consolidated financial statements of Town House and its Subsidiaries wholly-owned subsidiary, Wuhan, identified in paragraph 2.3(a) and 5.1); (c) a schedule, if schedule requested by XerionComet, containing true and correct copies of the most significant all material contracts, agreements, or other instruments to which any of Town House and its Subsidiaries is a party wholly-owned subsidiary, Wuhan, are parties or by which any of them they or their properties is are bound, specifically including all contracts, agreements, or arrangements referred to in Section 2.102.9; (d) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of Town House or BT______its wholly-owned subsidiary, / FZ______Wuhan, / FZ______, HM______, FWJ______, FH______ its Subsidiaries since the date of the Consolidated US Financial Statementsmost recent Town House consolidated balance sheet, required to be provided pursuant to section 2.6 hereof; and (e) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Town House Schedules by sections 2.1 through 2.16. Each of the Town House Schedules shall be produced through delivery of a hard paper copy of the original and an electronic Microsoft Word or HTML formatted copy of the original, and if the original is in a language other than English, shall be produced through delivery of a hard paper copy of the original and an electronic Microsoft Word or HTML formatted copy of the original foreign language version and an English translation, certified by the translator as a complete and accurate translation from the original2.15. Town House and the Shareholders shall cause the Town House Schedules and the instruments and data delivered to Xerion Comet hereunder to be updated after the date hereof up to and including the Closing Date.. ARTICLE III

Appears in 1 contract

Samples: Stock Exchange Agreement (Comet Technologies Inc)

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