Transaction Agreements and Schedules Sample Clauses

Transaction Agreements and Schedules. The Company shall use reasonable best efforts to cause (i) each of the Transaction Agreements to be entered into by the Company, School, Travel, Technology or Print, as the case may be, in connection with the Distributions, and each of the Annexes called for in this Agreement that have not been provided to Purchaser prior to the execution of this Agreement, to be delivered to Purchaser and its counsel by 7:00 p.m., New York Time, February 13, 1998 (the "Agreement Delivery Cut-Off Time"); and (ii) each of the Schedules called for in this Agreement that have not been provided to Purchaser prior to execution of this Agreement (and prior to the Schedule Review Cut-Off Time (as defined below) may supplement Schedules that have previously been supplied or may unilaterally amend this Agreement to add additional Schedules) to be delivered to Purchaser and its counsel by 7:00 p.m., New York time, January 20, 1998 (the "Schedule Delivery Cut-off Time"). Purchaser shall review such Transaction Agreements, Schedules and Annexes in good faith. Prior to the applicable Review Cut-off Time (as defined below) the Company shall make available to Purchaser and its counsel at their request all documentation related to any item set forth on any Schedule or Annex. Purchaser shall complete its review of the Transaction Agreements, and the Annexes and notify the Company that such review is complete by 7:00 p.m., New York time, on February 27, 1998 (the "Agreement Review Cut-off Time") and shall complete its review of the Schedules and notify the Company that such review is complete by 7:00 p.m., New York time, on February 3, 1998 (the "Schedule Review Cut-Off Time"); provided, however, that if any Transaction Agreement, Schedule or Annex is delivered after the applicable Delivery Cut-off Time, the applicable Review Cut-off Time for all Transaction Agreements and Annexes and for the Schedules, as the case may be shall be extended by the number of days elapsed (which, in any case, shall not be less than one) between the date of such Delivery Cut-off Time and the date of receipt by Purchaser and its counsel of such Transaction Agreement or Annex or such Schedule, as the case may be; and provided further, however, that if (A) the Transaction Agreements are not satisfactory to Purchaser in its good faith reasonable judgment, (B) the Audited Retained Business Financial Statements reflect financial information materially different from that presented in the Pro Forma Retained Business F...
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Related to Transaction Agreements and Schedules

  • Exhibits and Schedules The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

  • Schedules and Exhibits All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

  • Recitals, Schedules and Exhibits The Recitals, Schedules and Exhibits to this Agreement are incorporated herein and, by this reference, made a part hereof as if fully set forth herein.

  • ANNEXES, EXHIBITS AND SCHEDULES Annex I List of Commitments Exhibit A Form of Note Exhibit B-1 Form of Initial Funding Disbursement Request Exhibit B-2 Form of Subsequent Funding Request Exhibit B-3 Form of Invoice Disbursement Request Exhibit C Form of Direction Letter Exhibit D Form of Compliance Certificate Exhibit E Form of Legal Opinion of Xxxxxx & Xxxxxx, special counsel to the Borrower Exhibit F-1 Security Instruments Exhibit F-2 Form of Security Agreement Exhibit G Form of Assignment and Assumption Exhibit H Form of Conveyance of Overriding Royalty Interest Exhibit I Form of Warrant Agreement Exhibit J Form of Letter-in-Lieu Exhibit K Development Plan Exhibit L Form of Pledge Agreement Schedule 1.01 AFE Requirements Schedule 1.02 Approved Counterparties Schedule 8.05 Litigation Schedule 8.06 Environmental Matters Schedule 8.13 Insurance Schedule 8.15 Subsidiaries and Partnerships Schedule 8.17 Title to Properties Schedule 8.19 Gas Imbalances Schedule 8.20 Marketing Contracts Schedule 8.21 Swap Agreements Schedule 8.25 Material Agreements Schedule 8.30 Past Due Accounts Payable Schedule 9.02(e) Notice of Certain Events Schedule 9.18(b)(i) 3% Properties Schedule 9.18(b)(ii) 2% Properties Schedule 10.02 Debt Schedule 10.03 Excepted Liens Schedule 10.05 Investments Schedule 10.07 Leases Schedule 10.23 Net Sales Volumes

  • Headings, Schedules and Exhibits The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. The Schedules and Exhibits annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

  • Exhibits and Schedules Incorporated The Exhibits and Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

  • Letter Agreements; Schedules The General Partner may, or may cause the Partnership to, without the approval of any Limited Partner or other Person, enter into separate letter agreements with individual Limited Partners with respect to any matter, in each case on terms and conditions not inconsistent with this Agreement, which have the effect of establishing rights under, or supplementing the terms of, this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.

  • Incorporation of Schedules and Exhibits The Schedules and Exhibits identified in this Agreement are incorporated herein by reference and made a part hereof.

  • Schedules and Annexes The Schedules and Annexes referenced herein are a part of this Agreement as if fully set forth herein. All references herein to Schedules and Annexes shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by a party in the Schedules with reference to any section or schedule of this Agreement shall be deemed to be a disclosure with respect to all other sections or schedules to which the relevance of such disclosure is reasonably apparent. Certain information set forth in the Schedules is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality.

  • Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

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