Schedule Delivery. The Company will prepare and deliver to Buyer five days prior to the Closing Date a schedule showing a reasonable estimate of the outstanding principal of and interest which will have accrued as of the Closing Date with respect to the Obligations and the Management Notes, and the other adjustments to the Share Purchase Price and such schedule shall be updated as of the Closing Date and such update shall be true and correct as of the Closing Date. Five days prior to the Closing Date, the Sellers shall deliver to Buyer an updated Schedule 2.1 (the "UPDATED CAPITALIZATION SCHEDULE"), revised to the extent necessary to confirm the information contained therein as of such date, including reflecting any exercise of Options that has taken place, and such schedules shall be true and correct in all respects as of such date and as of the Closing Date. Sellers shall notify Buyer of the Closing Date ten days prior to the Closing Date.
Schedule Delivery. 1. Quotations and sales, including transfer of title to Goods sold and the risk therefor are Ex Works (per current Incoterms) at WIKA's manufacturing facility in Edmonton, Alberta, unless otherwise expressly stipulated, and all transportation, insurance, customs duties and related charges are for the account of the Buyer or as otherwise agreed in writing. If published transportation rates are increased or decreased prior to shipment, prices of unshipped materials or Goods which may have been ordered on a '"delivered price" basis, will be increased or decreased accordingly. WIKA reserves the right to notify the Buyer and then charge for storage and administration costs incurred against Goods held for more than a reasonable period while awaiting delivery or other instructions, which the Buyer agrees to pay on demand.
Schedule Delivery. (a) All schedules to this Agreement (each a “Schedule,” and collectively, the “Schedules”) shall be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Agreement and delivered by the Seller on or before the 5th Business Day after the Effective Date (the “Schedule Due Date”), along with a signed certificate from the Seller that the Schedules so delivered are complete (the “Schedule Certificate”). Without limiting the foregoing, each Schedule shall identify with particularity and describe in relevant detail all relevant facts to be described in such Schedules; the mere listing of (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made by the Seller herein unless the representation or warranty has to do with the existence of the document or other item itself.
Schedule Delivery. With respect to (X) matters required to be disclosed pursuant to (I) the last sentence of Section 2.01(d), (II) the last sentence of Section 2.01(h), and (III) clause (H) of Section 2.01(m)(i), and (Y) matters that have occurred since June 10, 1998 or that were not required to have been disclosed to Purchaser as of such date under the terms of the 1998 Investment Agreement, the Company shall cause each of the Schedules called for in this Agreement that have not been provided to Purchaser prior to execution of this Agreement to be delivered to Purchaser and its counsel prior to 5:00 p.m., New York time, on the date that is 14 days after the date hereof (the "SCHEDULE DELIVERY CUT-OFF TIME"), and may, prior to the Schedule Delivery Cut-off Time, with respect to the matters specified in clauses (x) and
Schedule Delivery. With respect to (x) matters required to be disclosed pursuant to (i) the last sentence of Section 2.01(d), (ii) the last sentence of Section 2.01(h), and (iii) clause (H) of Section 2.01(m)(i), and (y) matters that have occurred since June 10, 1998 or that were not required to have been disclosed to Purchaser as of such date under the terms of the 1998 Investment Agreement, the Company shall cause each of the Schedules called for in this Agreement that have not been provided to Purchaser prior to execution of this Agreement to be delivered to Purchaser and its counsel prior to 5:00 p.m., New York time, on the date that is 14 days after the date hereof (the "Schedule Delivery Cut-off Time"), and may, prior to the Schedule Delivery Cut-off Time, with respect to the matters specified in clauses (x) and (y) of this Section 4.07, supplement Schedules that have previously been supplied. Any such Schedule so delivered or supplemented and satisfactory to Purchaser in its good-faith reasonable judgment shall be deemed to have been delivered as of the date hereof.
Schedule Delivery. Sellers shall have delivered the schedules referred to in Section 6.10 hereof in a timely manner.
Schedule Delivery. The Parties acknowledge and agree that certain Schedules have not been delivered on the date hereof. On or before the date that is fourteen (14) days after the date hereof, (a) the Company shall deliver to Parent the Company’s proposed drafts of each of the Company Disclosure Schedules referenced in Article 3 setting forth the exceptions to the representations and warranties set forth in Article 3 and the Allocation Schedule and (b) Parent shall deliver to the Company Parent’s proposed drafts of each of the Parent Disclosure Schedules referenced in Article 4 setting forth the exceptions to the representations and warranties set forth in Article 3 (such delivery, collectively, the “Schedule Delivery”; and the date on which the Schedule Delivery has been completed is herein referred to as the “Schedule Delivery Date”). Following the Schedule Delivery Date, Parent and the Company shall work together in good faith to negotiate and agree in writing upon the final form of the Company Disclosure Schedules, the Parent Disclosure Schedules and the Allocation Schedule as well as Schedules 1.1(c), 5.16, 6.2(a), 7.1(a), 7.1(b), 7.1(i) and 9.1(h) (such final, agreed-upon Schedules, the “Final Schedules”), with such written agreement on the Final Schedules to occur as soon as reasonably practicable. Upon the Parties’ written agreement on the Final Schedules, the Final Schedules shall automatically be deemed to be incorporated into and become part of this Agreement for all purposes hereunder and shall be deemed to be the applicable Schedules referenced in this Agreement. In the event that the Parties are unable to, in good faith, agree in writing upon the Final Schedules in advance of the expiration of the Initial Diligence Period, this Agreement shall automatically terminate in accordance with Section 11.1(j). For the avoidance of doubt, (a) any matter or item disclosed in any Company Disclosure Schedule or Parent Disclosure Schedule as part of the Final Schedules shall be deemed to be disclosed for, and an exception to, the relevant representation set forth in Article 3 or Article 4 hereof, as applicable, for all purposes of this Agreement and (b) none of the Company nor any Company Equityholder, on the one hand, or Parent or Merger Sub, on the other hand, shall be deemed to be in breach or violation of any of the representations set forth in Article 3 or Article 4 hereof, as applicable, as a result of any such matter or item disclosed in the Final Schedules.
Schedule Delivery. Time is of the essence in the performance of this Agreement and any Work Order hereunder. SUPPLIER shall begin performing services upon execution by both Parties of the Work Order and receipt of the corresponding purchase order. SUPPLIER shall make every effort to adhere to the schedules as described in each Work Order. SUPPLIER agrees that in the event of rain or inclement weather on one or more of the exhibition dates, the City, at its descretion, may reschedule the performance of the Services. If SUPPLIER’S performance is affected by any event beyond its reasonable control, including fire, explosion, flood, or other acts of God; war, terrorist acts or civil commotion; strike, lock-out or labor disturbances; or failure of public utilities or common carriers, SUPPLIER shall not be liable in connection with this Agreement to the extent affected by such force majeure event; provided that SUPPLIER gives CITY immediate written notice of the force majeure event and exercises all reasonable efforts to eliminate the effects of the force majeure event on its performance as soon as and to the extent practicable. It is further expressly understood and agreed that SUPPLIER shall not be entitled to any damages or compensation, or be reimbursed for any losses, on account of any delay or delays resulting from any of the aforesaid causes or any other cause whatsoever.
