The Disclosure Schedule Sample Clauses

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.

Related to The Disclosure Schedule

Disclosure Schedule The term “Disclosure Schedule,” as used herein, means the schedule, if any, attached to this Agreement that sets forth items the disclosure of which is necessary or appropriate as an exception to one or more representations or warranties contained in Section 5 hereof; provided, that any item set forth in the Disclosure Schedule as an exception to a representation or warranty shall be deemed an admission by the Offerors that such item represents an exception, fact, event or circumstance that is reasonably likely to result in a Material Adverse Effect. The Disclosure Schedule shall be arranged in paragraphs corresponding to the section numbers contained in Section 5. Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the immediately preceding sentence, the mere listing (or inclusion of a copy) of a document or other item in the Disclosure Schedule shall not be deemed adequate to disclose an exception to a representation or warranty made herein unless the representation or warranty has to do with the existence of the document or other item itself. Information provided by the Company in response to any due diligence questionnaire shall not be deemed part of the Disclosure Schedule and shall not be deemed to be an exception to one or more representations or warranties contained in Section 5 hereof unless such information is specifically included on the Disclosure Schedule in accordance with the provisions of this Section 11.1.
Company Disclosure Schedule “Company Disclosure Schedule” shall mean the disclosure schedule that has been prepared by the Company in accordance with the requirements of the Agreement and that has been delivered by the Company to Parent on the date of the Agreement.
Disclosure Schedules On or prior to the date hereof, Parent has delivered to the Company a schedule and the Company has delivered to Parent a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Section 5.03 or 5.04 or to one or more of its covenants contained in Article IV; provided, however, that (a) no such item is required to be set forth in a Disclosure Schedule as an exception to a representation or warranty if its absence would not be reasonably likely to result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 5.02 and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect.
Disclosure Letter (a) The disclosures in the Disclosure Letter, and those in any Supplement thereto, must relate only to the representations and warranties in the Section of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement.
Company Disclosure Letter The Company Disclosure Letter shall be arranged to correspond to the Articles and Sections of this Agreement, and the disclosure in any portion of the Company Disclosure Letter shall qualify the corresponding provision in Article III and any other provision of Article III to which it is reasonably apparent on the face of the disclosure that such disclosure relates. No disclosure in the Company Disclosure Letter relating to any possible non-compliance, breach or violation of any Contract or Law shall be construed as an admission that any such non-compliance, breach or violation exists or has actually occurred. In the Company Disclosure Letter, (a) all capitalized terms used but not defined therein shall have the meanings assigned to them in this Agreement and (b) the Section numbers correspond to the Section numbers in this Agreement.
Disclosure Letters (a) Prior to the execution and delivery of this Agreement, each party has delivered to the other party a letter (its “Disclosure Letter”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of such party’s representations or warranties contained in Section 3.3 or to one or more of its covenants or agreements contained in Articles 4 or 5; provided, that (i) no such item is required to be set forth in a party’s Disclosure Letter as an exception to any representation or warranty of such party if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 3.2, and (ii) the mere inclusion of an item in a party’s Disclosure Letter as an exception to a representation or warranty shall not be deemed an admission by that party that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect (as defined herein) with respect to such party.
Disclosure Schedule References The parties hereto agree that any reference in a particular Section of the Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be readily apparent to an individual who has read that reference and such representations and warranties.
Supplement to Disclosure Schedules From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which Seller become aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 7.02(a) have been satisfied.
Supplements to Disclosure Schedules From time to time prior to the Closing Date, each party hereto shall supplement or amend its Disclosure Schedules with respect to any matter hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in its Disclosure Schedules or that is necessary to correct any information in its Disclosure Schedules or in its representations and warranties that have been rendered inaccurate thereby. The Disclosure Schedules delivered by a party hereto shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any information contained in any subsequent supplement or amendment thereto.
Notification; Updates to Disclosure Schedule Company and Sellers shall promptly notify Purchaser in writing of: (a) the discovery by Company or any Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a breach of any representation or warranty made by Company or Sellers in this Agreement; (b) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material breach of any representation or warranty made by the Company or the Sellers in this Agreement if (i) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (c) any breach of any covenant or obligation of the Company or Sellers set forth in this Agreement; and (d) any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Section 6 impossible or unlikely. Any such notification shall not have the effect of amending the Disclosure Schedules or constitute of waiver of any rights of Purchaser.