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.

  • ATTACHMENTS AND EXHIBITS (a) All attachments to this Agreement are incorporated as if set out fully. (b) In the event of any inconsistencies or conflict between the language of this Agreement and the attachments, the language of the attachments shall control, but only to the extent of the conflict or inconsistency. (c) This Agreement has the following attachments: Exhibit 1 – Audit Requirements Exhibit 2– Funding Sources Exhibit 3– Single Audits Attachment A – Scope of Work Attachment A (1) – Allowable Costs and Eligible Activities – Budget Directions Attachment A (2) – Proposed Budget Detail Worksheet Attachment A (3) – Quarterly Reports Attachment B – Justification of Advance Payment Attachment C – Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Attachment D – Warranties and Representations Attachment E – Statement of Assurances Attachment F – Mandatory Contract Provisions Attachment G – Certification Regarding Lobbying Attachment H – Reporting Forms

  • Clauses and Schedules Any reference in this Agreement to a Clause or a sub-clause or a Schedule is, unless otherwise stated, to a clause or a sub-clause hereof or a schedule hereto.

  • 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.

  • Definitions and Schedules 1.1 Words and phrases contained in this Agreement (whether capitalized or not) that are not defined in this Agreement have the meanings given to them in the Electricity Act, 1998, the Ontario Energy Board Act, 1998, any regulations made under either of those Acts, or the Code. 1.2 The following schedules form part of this Agreement: Schedule A – Application and Connection Cost Agreement (recitals) Schedule B – Single Line Diagram, Connection Point and Location of Facilities (section 2.3) Schedule C – List of Other Contracts (section 3.4) Schedule D – Technical and Operating Requirements (section 4.1(d)) Schedule E – Billing and Settlement Procedures (section 5.3) Schedule F – Contacts for Notice (section 12.1) Schedule G – Dispute Resolution (section 16.1) 1) Where a schedule is to be completed by the Parties, the Parties may not include in that schedule a provision that would be contrary to or inconsistent with the Code or the remainder of this Agreement.

  • Incorporation of Schedules and Exhibits The schedules, attachments and exhibits referenced in and attached to this Agreement shall be deemed an integral part hereof to the same extent as if written in whole herein. In the event that any inconsistency or conflict exists between the provisions of this Agreement and any schedules, attachments or exhibits attached hereto, the provisions of this Agreement shall supersede the provisions of any such schedules, attachments or exhibits.

  • 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.

  • Recitals and Schedules References to this Agreement include the recitals and schedules which form part of this Agreement for all purposes. References in this Agreement to the Parties are references respectively to the Parties and their legal personal representatives, successors and permitted assigns.

  • Transaction Agreements Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the other Transaction Agreements.

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