Updating of the Schedules Sample Clauses

Updating of the Schedules. Prior to Closing, the Sellers shall be obligated to update all of the Schedules promptly to correct any material inaccuracy in any such Schedule (other than to reflect actions or omissions which do not constitute a violation of the covenants contained in this Agreement occurring after the date of this Agreement and that would not reasonably be expected to have a Material Adverse Effect on the Company). Notwithstanding the foregoing, any such modification or update of the Schedules shall be disregarded and have no effect (a) for the purpose of determining whether any condition to the Closing set forth in Article VII of this Agreement has been satisfied or (b) for the purpose of determining whether the Purchasers are entitled to indemnification under Article X.
Sample 1Sample 2
AutoNDA by SimpleDocs
Updating of the Schedules. Between the date of this Agreement and the Closing Date, Sellers shall have the duty and the right to update by delivering to Foodbrands updated Schedules to reflect any material changes in the Schedules delivered to Foodbrands pursuant to this Agreement. On the Closing Date, Sellers shall deliver to Foodbrands an Agent's Certificate confirming the accuracy as of the Closing Date of each of the Schedules delivered to Foodbrands pursuant to this Agreement as may have been amended; provided, however, that if Sellers have amended any of the Schedules of this Agreement, Sellers shall not be in default of this Agreement, whether or not such amendments are material, but Foodbrands shall not be obligated to proceed with the closing of the transactions contemplated by this agreement if there are material changes in the Schedules initially delivered to Foodbrands. Such amendments to a Schedule by Sellers shall not be considered a breach of this Agreement by Sellers, Foodbrands shall have no cause of action therefor, and Foodbrands' only remedy shall be to terminate this Agreement by written notice to Sellers. The parties further understand and agree that disclosure made in any Schedule shall be deemed disclosure in all other Schedules as if set forth therein, that is, information set forth in one Schedule shall be construed as disclosure in all Schedules.
Sample 1

Related to Updating of the Schedules

  • Scope of the Services 3.1 The services that the Construction Manager shall provide include, but are not limited to those described in the following sections.

  • Representations of the Sub-Adviser The Sub-Adviser represents, warrants and agrees that:

  • Suspension of the Services The Services may be suspended (meaning the Child is temporarily not able to attend the nursery) in the circumstances set out in our Critical Incident Policy or in the circumstances set out in clause 19. If the Services are suspended for a period of more than one month, either of us may terminate the contract by giving the other one month’s written notice.

  • of the Standard Terms (b) The Company hereby represents and warrants to the Trustee for the benefit of Certificateholders that as of the Closing Date (or, if otherwise specified below, as of the date so specified):

  • Representations of the Servicer The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders as of the Closing Date and during the term of this Agreement that:

  • Procurement of the Site 10.3.1 Pursuant to the notice specified in Clause 4.1.2, the Authority Representative and the Concessionaire shall, on a mutually agreed date and time, inspect the Site and prepare a memorandum containing an inventory of the Site including the vacant and unencumbered land, buildings, structures, road works, trees and any other immovable property on or attached to the Site. Such memorandum shall have appended thereto an appendix (the “Appendix”) specifying in reasonable detail those parts of the Site to which vacant access and Right of Way has not been granted to the Concessionaire. Signing of the memorandum, in two counterparts (each of which shall constitute an original), by the authorised representatives of the Parties shall, subject to the provisions of Clause 10.2.2, be deemed to constitute a valid licence and Right of Way to the Concessionaire for free and unrestricted use and development of the vacant and unencumbered Site during the Concession Period under and in accordance with the provisions of this Agreement and for no other purpose whatsoever. For the avoidance of doubt, it is agreed that valid licence and Right of Way with respect to the parts of the Site as set forth in the Appendix shall be deemed to have been granted to the Concessionaire upon vacant access thereto being provided by the Authority to the Concessionaire.

  • Performance of the Services In addition to the Common Articles, it is specified that:

  • Independence of the Servicer For all purposes of this Agreement, the Servicer shall be an independent contractor and shall not be subject to the supervision of the Issuer, the Trust Collateral Agent, the Trustee or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by this Agreement or any other Basic Document, the Servicer shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.

  • Use of the Services 1.1 We will make the Oracle services listed in Your order (the “Services”) available to You pursuant to this Agreement and Your order. Except as otherwise stated in this Agreement or Your order, You have the non- exclusive, worldwide, limited right to use the Services during the period defined in Your order, unless earlier terminated in accordance with this Agreement or Your order (the “Services Period”), solely for Your internal business operations. You may allow Your Users (as defined below) to use the Services for this purpose, and You are responsible for their compliance with this Agreement and Your order.

  • Reliance by the State on Representations All payments by the State under this Agreement will be made in reliance upon the accuracy of all representations made by the Party in accordance with this Agreement, including but not limited to bills, invoices, progress reports and other proofs of work.

Time is Money Join Law Insider Premium to draft better contracts faster.