Seller’s Disclosure Schedules. (a) From time to time up to the Closing, the Sellers shall promptly supplement or amend the Schedules that they have delivered with respect to any matter first existing or occurring following the date hereof that comes to the Sellers’ Knowledge or of which the Purchaser notifies the Sellers in writing and that (i) if existing or occurring at or prior to the date hereof, would have been required to be set forth or described in the Schedules, or (ii) is necessary to correct any information in the Schedules that has been rendered inaccurate thereby. Within five Business Days from receipt of notice of such supplement or amendment, the Purchaser shall notify the Sellers whether the Purchaser intends to pursue any or all of the remedies that may be available to the Purchaser for breach of the representation or warranty that relates to the Schedule that has been supplemented or amended. If the Purchaser notifies the Sellers that it intends to pursue any or all remedies that may be available to the Purchaser in accordance with the preceding sentence, such supplement or amendment shall have no effect for the purpose of determining satisfaction of the conditions set forth in Section 7.2 or the obligations of the Sellers under Section 10.1, and if the Purchaser does not notify the Sellers that is intends to pursue any or all of the remedies that may be available to the Purchaser in accordance with the preceding sentence, (i) the Purchaser shall be deemed to waive any and all such remedies arising from a breach of the relevant representation or warranty to the extent relating to such supplement or amendment, (ii) the relevant Schedule shall be deemed updated as supplemented or amended and (iii) the Schedule, as supplemented or amended, shall be used in determining whether the conditions set forth in Section 7.2 have been satisfied and whether the Sellers have any obligations under Section 10.1.
Seller’s Disclosure Schedules. Section Description
Seller’s Disclosure Schedules. The Sellers Disclosure Schedules are qualified in their entirety by reference to specific provisions in this Agreement. The fact that any item of information or references to dollar amounts is contained in the Sellers Disclosure Schedules shall not be construed to mean that such information is (i) required to be disclosed by this Agreement or (ii) a basis or standard for interpreting the terms “materiality,” “materially,” “material” or “Material Adverse Effect” as used in this Agreement. Nothing in the Sellers Disclosure Schedules constitutes an admission of any liability or obligation of the Sellers or any CPI Company to any third party, nor an admission of any liability or obligation to any third party against the interests of the Sellers or the CPI Companies. The schedule headings in the Sellers Disclosure Schedules are for convenience of reference only and shall not be deemed to alter or affect the express description of the Sellers Disclosure Schedules as set forth in this Agreement. To the extent applicable, any matter set forth in one section of the Sellers Disclosure Schedules which could, based solely on the substance of the disclosure itself, reasonably be determined to be applicable to another section of the Sellers Disclosure Schedules or to modify another representation or warranty of the Sellers or the Companies on its face shall be deemed to be set forth in each other section of the Sellers Disclosure Schedules or to modify the representation and warranty to which it is applicable.
Seller’s Disclosure Schedules. The Schedules referred to in Section 13 are satisfactory to Buyer, in Buyer's sole discretion.
Seller’s Disclosure Schedules. To the extent Purchaser has an Initial Public Offering it will use commercially reasonable efforts to redact Seller’s Disclosure Schedules in any filing of this Agreement in compliance with the rules of any nationally recognized stock exchange. Section 7.14. [***].
Seller’s Disclosure Schedules. The Seller's Disclosure Schedules are hereby amended and restated in their entirety and replaced for all purposes under the Agreement with the Seller's Disclosure Schedules set forth in Annex A hereto and shall be deemed for all purposes under the Agreement to have been delivered in such form as of the date of the Agreement.
Seller’s Disclosure Schedules. Schedule 1.1(a) – Project Assets Schedule 1.1(b) – Permitted Liens Schedule 3.2 – Manner of Payment Schedule 4.6.2 – Real Property Proceedings Schedule 4.6.3 – Real Property Documents Schedule 4.6.5 – Agreements/Commitments with Governmental Authorities and Private/Public Utilities Schedule 4.7 – Taxes Schedule 4.8 – Seller Consents and Approvals Schedule 4.10 – Proceedings Schedule 4.11.1 – Project Contracts Schedule 4.13.1 – Orders by Governmental Authority Schedule 4.14 – Permits Schedule 4.15 – Reports and Studies Schedule 4.16 – Brokers or Finders Schedule 4.20 – Support Obligations Schedule 4.21 – Project Insurance Policies Schedule KZ-3 MEMBERSHIP INTEREST PURCHASE AGREEMENT This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of November 9, 2018 (the “Effective Date”), by and among Invenergy Transmission LLC (“Buyer”), Grain Belt Express Holding LLC (“Seller”), and Grain Belt Express Clean Line LLC (“Company”). Buyer, Seller and Company shall each individually be referred to herein as a “Party” and collectively as the “Parties”.
Seller’s Disclosure Schedules. From time to time prior to the third Business Day before Closing, the Sellers may update the Schedules to this Agreement or add new Schedules with respect to any matter arising following the date hereof that, if existing or occurring at the date of this Agreement, would have been required by this Agreement to be set forth or described in its Schedules; provided that the Sellers shall promptly notify the Purchaser of any matter set forth in any such update of the Schedules or new Schedule which is such as to trigger a Material Adverse Effect that would cause the Condition Precedent set forth in Section 4.1.1(ii) to not be satisfied at the Closing. If the Closing occurs notwithstanding the delivery to the Purchaser of a notice by the Sellers acknowledging that the Condition Precedent in Section 4.1.1(ii) would not be satisfied at Closing, then such Condition Precedent shall be deemed to have been waived by the Purchsaer.
Seller’s Disclosure Schedules. Seller’s Disclosure Schedules shall be organized based on the sub-sections contained in this Agreement. Seller shall be entitled to make disclosure on any Schedule by way of cross-reference to information disclosed on any other Schedule if the applicability of such other information is readily apparent on the face of such disclosure. No disclosure on a Schedule relating to a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication to any third party that a breach or violation exists or has actually occurred.
Seller’s Disclosure Schedules. Schedule 1.1(a) Seller’s Knowledge Schedule 1.1(c) Maxbass Terminal Schedule 2.4(a) Closing Net Working Capital Schedule 4.3(b) Qualification Schedule 4.3(c) Ownership of Purchased Interests and Encumbrances Schedule 4.5 Company Subsidiaries Schedule 4.6 No Conflict Schedule 4.7 Governmental Approvals Schedule 4.8 Permits Schedule 4.9 Financial Statements Schedule 4.10 Absence of Certain Changes Schedule 4.11 Taxes Schedule 4.12 Compliance with Applicable Laws Schedule 4.13 Legal Proceedings; Orders Schedule 4.14(a) Title to Properties Schedule 4.14(b) Easements Schedule 4.14(c) Condemnation Schedule 4.15(a) Material Contracts Schedule 4.15(b) Enforceability of Material Contracts Schedule 4.16 Employee Matters Schedule 4.17(a) Compliance with Environmental Laws Schedule 4.17(b) Material Environmental Permits Schedule 4.17(c) CERCLA Responsibility Schedule 4.18 Insurance Schedule 4.19 Brokerage Fees Schedule 4.20 Intellectual Property Schedule 4.22 Affiliate Transactions Schedule 4.23 Sufficiency and Condition of Assets Schedule 4.24 Undisclosed Liabilities Schedule 4.25 Indebtedness Schedule 6.2 Pre-Closing Restrictions Schedule 7.4(d) Annual Bonus Schedule 7.7 Retained Marks Schedule 7.8 Financial Guaranties Schedule 7.10(a) Excluded Assets and Retained Liabilities TABLE OF CONTENTS (Continued) Schedule 7.10(c) Portland Airport Pipeline Schedule 7.10(e) Excluded IT Assets Schedule 7.11 Shared Contracts Schedule 7.12(a) Affiliate Contracts to be Terminated Schedule 7.12(b) Surviving Intercompany Payables and Receivables Buyer’s Disclosure Schedules: Schedule 1.1(b) Buyer’s Knowledge Schedule 5.4 Consents and Approvals Schedule 5.7 Brokerage Fees PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT is entered into on the 20th day of August, 2019, among Xxxxxx Xxxxxx Operating L.P. “A”, a Delaware limited partnership (“Seller”), Pembina U.S. Corporation, a Delaware corporation (“Buyer”), and solely for purposes of Section 13.11, Pembina Pipeline Corporation, a corporation organized under the laws of the Province of Alberta (the “Buyer Guarantor”), and Xxxxxx Xxxxxx, Inc., a Delaware corporation (the “Seller Guarantor”).
