The Disclosure Schedule. As soon as practicable, but in no event later than 5:00 PM Eastern Time on August 4, 2000, the Company and Sellers shall deliver to Buyer the Disclosure Schedule and all schedules and exhibits to be attached thereto. The Disclosure Schedule shall: (a) contain accurate, true, correct and complete information and data; (b) be executed by the Company and Sellers and dated the date of this Agreement; (c) be deemed to modify the representations, warranties and obligations of the Company and Sellers made pursuant to Articles III ,IV and IX of this Agreement, or constitute qualifications or exceptions thereto; and (d) be updated, amended and supplemented, as appropriate through the final Update. Terms used and defined in this Agreement shall have the same definition when used in the Disclosure Schedule and the Update and the schedules and exhibits attached thereto. The Update and all schedules and exhibits thereto shall include all information relevant to the disclosures therein which relates to events which have occurred after the date of the Disclosure Schedule until the Closing Date, and Sellers shall deliver a draft of the Update to Buyer at least five (5) days prior to the Closing Date and shall deliver the final Update to Buyer on the Closing Date. The Update shall contain accurate, true, correct and complete information and data and shall also be deemed to modify the representations, warranties and obligations of the Company and Sellers made pursuant to Articles III, IV and IX of this Agreement, or constitute qualifications or exceptions thereto. As soon as practicable and in any event within seven (7) business days after its receipt of the Disclosure Schedule, Buyer shall give Company and Sellers notice if, on the basis of any information contained in the Disclosure Schedule or any schedules or exhibits thereto, or of any information obtained during the course of Buyer's own investigation through that date, it has determined that it wishes to terminate this Agreement. Such notice shall specify the information contained in the Disclosure Schedule, or any schedules or exhibits thereto, or obtained during such investigation which is the basis for such decision. The Company and Sellers shall have three (3) business days to review with Buyer such information, and if Buyer does not withdraw its notice by the end of such three (3) business day period, then all further obligations of Buyer and of the Company and Sellers shall terminate without further liability o...
The Disclosure Schedule. Concurrently with the execution of this Agreement, each party has delivered to the other its Disclosure Schedules. The Disclosure Schedules shall: (i) contain accurate, true, correct and complete information and data; (ii) be delivered by the parties and dated the date of this Agreement; (iii) be deemed to provide exceptions or qualifications to the representations, warranties and obligations of the parties made pursuant to Articles 2, 3 and 4 of this Agreement, and as expressly contemplated herein and therein; and (iv) be updated, amended and supplemented, as appropriate through Supplemental Disclosure Schedules. Terms used and defined in this Agreement shall have the same definition when used in the Disclosure Schedules.
The Disclosure Schedule. The documents referred to in subparagraph (a) above are herein referred to collectively as the "Transaction Documents." In addition, we have examined, among other things, originals or copies of such corporate records of the Company, certificates of officers of the Company, certificates of public officials and such other documents and questions of law that we deemed necessary or appropriate. We have assumed the authenticity and completeness of all documents submitted to us as originals, the conformity with original documents of all documents submitted to us as copies and the genuineness of all signatures. We have also assumed that with respect to all parties to the agreements and instruments relevant hereto other than the Company, such parties have the requisite power and authority to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action, duly executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. We assume the legal capacity of all natural persons. As to questions of fact material to our opinions, we have relied upon representations and warranties contained in the Purchase Agreement or the Transaction Documents and certificates delivered in connection therewith, certificates of officers of the Company and certificates and advice of public officials and have made no independent investigation of such matters. As used in this opinion, the expression "to our knowledge" refers to the current actual knowledge of the attorneys of this firm who have worked on matters for the Company solely in connection with the Transaction Documents and the transactions contemplated thereby, and without any independent investigation of any underlying facts or situations. Based upon and subject to the foregoing, and subject to the qualifications stated herein, we are of the opinion that:
The Disclosure Schedule. 25.15 sets out full and accurate details of any asset acquired or held by the Acquired Companies before Closing in respect of which to the knowledge of the Vendor, or ought reasonably to be aware, that an additional Tax Return will be required to be filed with a tax authority or Governmental Entity and/or a payment of stamp duty or transfer or registration tax made on or after Closing.