Disclosures and Schedules Sample Clauses

Disclosures and Schedules. (a) PBF LLC, on behalf of itself and the PBF Companies, may from time to time prior to the Closing, by written notice to Eni, (i) supplement, amend or add any schedule to the Contribution Agreement (including any schedule to any exhibit thereto) with new or updated information with respect to matters that occur or arise after the Execution Date to add any omissions discovered by PBF LLC relating to such schedules or to correct any matter that would constitute a breach of any representation or warranty of the applicable PBF Company in Article V or Article VI of the Contribution Agreement as of the Closing Date (such new or additional information being “New PBF Information”) and (ii) supplement, amend or add any schedule or exhibit to a Transaction Agreement with new or updated information with respect to matters that occur or arise after the Execution Date to reflect such new or updated information with all such updates to schedules to be provided by PBF LLC as promptly as practical following discovery of the information requiring such updates. No disclosure of New PBF Information by PBF LLC under this Section 5.05(a), shall obligate Eni or Eni Formation Party to waive its rights under Section 2.04 in this Agreement nor those under Article VIII of the Contribution Agreement, if the representations and warranties of the Company in Article V and/or of PBF Formation Party in Article VI in each case of the Contribution Agreement would have been breached but for such New PBF Information, so that, provided that Closing has occurred, Eni Formation Party will be entitled to claim for Indemnifiable Losses (as defined in Section 8.2 of the Contribution Agreement and subject to the thresholds and limitations therein) as if the representations and warranties of the Company in Article V and/or of PBF Formation Party in Article VI in each case of the Contribution Agreement would have been breached but for such New PBF Information. For the avoidance of doubt, any such Indemnifiable Claim made pursuant to this Section 5.05 shall apply to the Indemnity Cap set forth in Section 8.3(b) of the Contribution Agreement.
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Disclosures and Schedules 
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Related to Disclosures and Schedules

  • Exhibits and Schedules The exhibits and schedules attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for the purposes stated herein.

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

  • 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.

  • 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.

  • LIST OF EXHIBITS AND SCHEDULES Exhibit A Form of Convertible Promissory Note Exhibit B Form of Series A Warrants Exhibit C Form of Escrow Agreement Exhibit D Form of Legal Opinion Schedule 1 List of Subscribers Schedule 5(a) Subsidiaries Schedule 5(d) Capitalization and Additional Issuances Schedule 5(f) Violations and Conflicts Schedule 5(o) Undisclosed Liabilities Schedule 5(w) Transfer Agent Schedule 9(e) Use of Proceeds Schedule 9(l) Intellectual Property Schedule 12(a) Excepted Issuances Exhibit A NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER, AT THE COMPANY’S EXPENSE), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Principal Amount: $___________ Issue Date: August __, 2011 CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, WIZARD WORLD, INC., a Delaware corporation (hereinafter called “Borrower”), hereby promises to pay to the order of [Holder’s name], with an address at [Holder’s _______________________Address], without demand, the sum of up to _______ Dollars ($___) (“Principal Amount”), with interest accruing thereon, on December __, 2011 (the “Maturity Date”), if not sooner paid or modified as permitted herein. This Convertible Promissory Note (the “Note”) has been entered into pursuant to the terms of a subscription agreement by and among the Borrower, the Holder and certain other holders (the “Other Holders”) of convertible promissory notes (the “Other Notes”), dated of even date herewith (the “Subscription Agreement”), for an aggregate Principal Amount of up to $455,000. Unless otherwise separately defined herein, each capitalized term used in this Note shall have the same meaning as set forth in the Subscription Agreement. The following terms shall apply to this Note:

  • LIST OF SCHEDULES AND EXHIBITS SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 - SUBSIDIARIES SCHEDULE 5.1.13 - CONSENTS AND APPROVALS SCHEDULE 5.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS SCHEDULE 5.1.24 - ENVIRONMENTAL MATTERS SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 2.4 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5, 2008 and is made by and among PVR XXXXX LLC, a Delaware limited liability company (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agent, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Agent”).

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

  • Definitions and Schedules Section 1.01.

  • Headings and Schedules Headings used herein are not a part of this Agreement and shall not affect the terms hereof. The attached Schedules are a part of this Agreement.

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