Sellers' Schedules. Seller Representative will deliver to Buyer the Schedules referenced in Articles 3 and 4 above (“Seller Schedules”) on or before November 19, 2021. Thereafter, from time to time prior to the Closing, Sellers will have the right (but not the obligation) to supplement or amend any Seller Schedule referenced in Article 3 or 4 above with respect to any matter hereafter arising or of which Sellers become aware after the date of this Agreement (each a “Seller Schedule Supplement”). No disclosure on a Seller Schedule or Seller Schedule Supplement will be deemed to cure any inaccuracy in or breach of any representation or warranty herein (including for purposes of the indemnification or termination rights contained herein, or in determining whether the conditions set forth in Section 7.1a have been satisfied); provided, however, that if such Seller Schedule or Seller Schedule Supplement causes any of Sellers’ representations or warranties in Article 3 or 4 to be inaccurate or in breach in any material respect, and Buyer does not terminate this Agreement within Three (3) Business Days of its receipt of such Seller Schedule or Seller Schedule Supplement, then: (1) Buyer will be deemed to have irrevocably waived any right to terminate this Agreement with respect to such Seller Schedule or Seller Schedule Supplement; and (2) the representations and warranties of Seller will be deemed to have been qualified by such Seller Schedule or Seller Schedule Supplement for purposes of satisfying the conditions set forth in Section 7.1a and with respect to any right to indemnification under Section 8.1 with respect to such matter. b. Buyer’s Schedules – Buyer will deliver to Seller Representative the Schedules referenced in Article 5 above (“Buyer Schedules”) on or before November 19, 2021. From time to time prior to the Closing, Buyer will have the right (but not the obligation) to supplement or amend any Buyer Schedule referenced in Article 5 above with respect to any matter hereafter arising or of which Buyer become aware after the date of this Agreement (each a “Buyer Schedule Supplement”). No disclosure on a Buyer Schedule or Buyer Schedule Supplement will be deemed to cure any inaccuracy in or breach of any representation or warranty herein (including for purposes of the indemnification or termination rights contained herein, or in determining whether the conditions set forth in Section 7.2a have been satisfied); provided, however, that if such Buyer Schedule or Buyer Sche...
Sellers' Schedules. Sellers have delivered to Buyer the following schedules, which are collectively referred to as the "Sellers' Schedules" and which consist of separate schedules dated as of the date of execution of this Agreement and documents, instruments, and data as of such date, all certified by a duly authorized officer of each Seller as complete, true, and correct:
Sellers' Schedules. The Sellers' Schedules (including any updates thereto) shall be in form and substance acceptable to Buyer in its sole discretion.
Sellers' Schedules. Attached to this Amendment are Seller’s revised Schedules.
Sellers' Schedules. Schedule 5.1 -- Liens, etc. on Shares of the Company; Original Perry Shareholders Schedule 5.2 -- Options or Other Rights Granted by Seller on Shares of the Company Schedule 5.4 -- Seller's Required Consents, Conflicts with Other Agreements of Seller, etc. Schedule 5.7 -- Subsidiaries of the Company Authorized by Seller Schedule 5.8 -- Company Qualifications & Good Standing Schedule 5.10 -- Contracts and Liabilities of the Company Created by Seller, etc. Schedule 5.12 -- Certain Transactions Affecting the Company Due to Action of Seller Since February 3, 1996 Schedule 5.13 -- Affiliate Transactions Schedule 7.8 -- Indebtedness Not Accepted by Buyer Schedule 7.9 -- Liens Not Accepted by Buyer Schedule 7.10 -- Intercompany Items Schedule 8.6 -- Director and Officer Resignations Schedule 9.13 -- List of Holders of Seller's Stock Options to be Cancelled Buyers Schedules ---------------- Schedule 6.1 -- Shares of Capital Stock of Buyer Schedule 6.3 -- Conflicts and Required Consents Exhibits -------- Exhibit A -- Form of Opinion of Seller's Counsel Exhibit B -- Form of Opinion of Buyer's Counsel Exhibit C -- General Release by Seller and its Affiliates Exhibit D -- Consent of Original Perry Owners Exhibit E -- Consent of Buyer's Stockholders Exhibit F -- General Release by Xxxxxxx X. Xxxxx, Xx. Exhibit G -- General Release by Perry Manufacturing and its Subsidiaries STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT dated as of September 19, 1996 (this "AGREEMENT"), among PAGE HOLDING COMPANY, a Delaware corporation, with its principal executive office located at 000 Xxxxx Xxxxxx, Mount Airy, North Carolina 27030 (the "BUYER"), ARIS INDUSTRIES, INC., a New York corporation, with its principal executive office located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "SELLER"), and PERRY MANUFACTURING COMPANY, a North Carolina corporation, with its principal executive office located at 000 Xxxxx Xxxxxx, Mount Airy, North Carolina 27030 (the "COMPANY").
Sellers' Schedules. Seller has delivered to Buyer the disclosure schedules identified in this Agreement, which are collectively referred to as the “Seller’s Schedules” and consist of separate schedules dated as of the date of execution of this Agreement and documents, instruments, and data as of such date. Seller shall cause such schedules to this Agreement, and the other documents, instruments, and data delivered to Buyer hereunder, to be updated after the date hereof and prior to the Closing Date in accordance with Section 4.05.
Sellers' Schedules. Schedule 1.1 Partnership Valuations Schedule 4.2 Transfer Restrictions Schedule 4.3 Certain Partnership Matters Schedule 4.6 Seller’s Consents and Approvals Schedule 4.8 Interest in Partnerships Schedule 4.11 Agreements and Commitments Schedule 4.13 Litigation Schedule 4.15 Ability to Transfer Buyer’s Schedules: Schedule 5.4 Eligibility Schedule 5.5 Buyer’s Consents and Approvals Schedule 5.9 Buyer’s Interest in Partnerships Schedule 5.10 ERISA Matters General Schedules: Schedule 6.4(a) Exceptions to Dispute Resolution Schedule 6.4(b) Dispute Resolution Exhibits: Exhibit A Partnership Information Exhibit B Assignment and Assumption Agreement Exhibit C Confidentiality Agreements Exhibit D Guarantee (of Sellers’ Performance) Exhibit E Guarantee (of Buyer’s Performance) Exhibit F Guarantee (of Buyer’s Performance) Exhibit G Alternative Arrangements THIS PURCHASE AND SALE AGREEMENT, dated February 13, 2005, (together with all schedules and exhibits hereto, the “Agreement”), is by and between ALPINVEST/LEXINGTON 2005, LLC, a Delaware limited liability company (“Buyer”), and MVE, INC., a corporation organized and existing under the laws of Ohio (“MVE”), and MIAMI VALLEY INSURANCE COMPANY, a corporation organized and existing under the laws of Vermont (“Miami Valley” and together with MVE, the “Sellers” and each a “Seller”).
Sellers' Schedules. The Stockholders and Sellers may deliver modifications to their schedules annexed hereto, but any such modification shall not limit Purchasers’ and JAKKS’ rights with respect to any failure of a condition set forth in Section 8 of this Agreement disclosed by such modifications.
Sellers' Schedules. The Sellers' disclosure ------------------ Schedules shall be satisfactory in form and substance to Purchaser and no such Schedule shall disclose any event, condition, fact or liability with respect to any of the Sellers that is unacceptable to Purchaser.
Sellers' Schedules
