Updated Exhibits and Schedules Sample Clauses

Updated Exhibits and Schedules. Each Party shall, at least five (5) business days prior to Closing, supplement the exhibits and schedules to this Agreement with additional information that, if existing or known to it on the date of this Agreement, would have been required to have been included in one or more exhibits or schedules to this Agreement (including items identified in the course of Purchaser’s due diligence investigation including Environmental Audit). For purposes of determining the satisfaction of any of the conditions to the obligations of Purchaser and Seller in Sections 8.3 and 8.4 and the liability of Purchaser and Seller following Closing for breaches of their respective representations, warranties and covenants under this Agreement, the exhibits and schedules to this Agreement shall be deemed to include only (a) the information contained therein on the date of this Agreement and (b) information added to such exhibits and schedules by written supplements to this Agreement delivered prior to Closing by the Party making such amendment that reflect actions required by this Agreement to be taken prior to Closing (including Exhibit B and schedule supplementation described in the first sentence of this Section 7.7; provided, however, that if any such change has a Material Adverse Effect on a party, then the other party may reject such change by a written notice to the other party delivered within two business days after the receipt of such change.
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Updated Exhibits and Schedules. If any exhibits or schedules are not attached to this Agreement or are supplemented prior to Closing, the parties agree to attach such exhibits and updated schedules as soon as reasonably practicable but in any event prior to the Closing Date.
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Updated Exhibits and Schedules. As soon as possible, and in any event no later than five (5) Business Days after the applicable Transfer Date, Subservicer shall have received from Servicer updated versions of each then-relevant exhibit and schedule hereto, certified as being true and correct on behalf of Servicer by an authorized officer thereof, with respect to the subservicing transferred on that date.
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Updated Exhibits and Schedules. (i) The Parties agree that Exhibit A is intended to list all of the Xxxxx and Exhibit B and Exhibit B-1 are intended to list all of the Leases, Lands and Mineral Interests subject to the conveyance of the Subject Interests. In the event that between the date of the execution of this Agreement and Closing it is determined that there are Xxxxx or Leases, Lands or Mineral Interests that have been inadvertently omitted from or incorrectly described on Exhibit A, B, or B-1, Seller, with the consent of Buyer, which consent shall not be unreasonably withheld or delayed, shall be permitted to supplement the applicable Exhibit until three (3) business days prior to the Closing Date to include those Xxxxx or Leases and Lands which have been inadvertently omitted or incorrectly described.
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Updated Exhibits and Schedules. To Escrow Agent, an update to each of the schedules and/or exhibits for each of the Deed, Xxxx of Sale, Assignment and Assumption of Contracts and Intangible Property and Assignment and Assumption of Tenant Leases (or written acknowledgement that no such update is required) required to make such schedules/exhibits accurate as of the Closing, which updates shall replace the applicable schedules and/or exhibits to the applicable Closing Documents and shall constitute and become part of such Closing Document as of the Closing Date.
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Updated Exhibits and Schedules. The Parties agree that Exhibit A-1 is intended to list all of the Leases and Lands that are intended to be included as part of the Assets to be conveyed to Buyer hereunder. The Parties further agree that Exhibit A-2 is intended to list all Surface Use Agreements and Exhibit A‑3 is intended to list all of the Fee Interests that are intended to be included as part of the Assets to be conveyed to Buyer hereunder. In the event that, between the date of the execution of this Agreement and Closing, it is determined that there are Leases and Lands that have been inadvertently omitted from or incorrectly described on Exhibit A-1, any Surface Use Agreements that have been inadvertently omitted or incorrectly described on Exhibit A‑2, or any Fee Interests that have been inadvertently omitted or incorrectly described on Exhibit A‑3, Seller, with the consent of Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, shall be permitted to supplement Exhibit A-1, Exhibit A‑2 or Exhibit A‑3, as the case may be, until five (5) days prior to the Closing Date to include those Leases and Lands that have been inadvertently omitted or incorrectly described. It is further agreed that, until five (5) days prior to the Closing Seller, with the written consent of Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, may correct or update all other Exhibits and Schedules to this Agreement. For the avoidance of doubt, Seller shall not have the right to correct, update, or otherwise amend the Net Mineral Acres, Net Revenue Interest, or Working Interest set forth on Exhibit A-1 or Exhibit A-3, as applicable, for any Asset except with the written consent of Buyer, which consent shall not be unreasonably conditioned, withheld or delayed.
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Updated Exhibits and Schedules. As soon as possible, and in any event no later than the applicable Delivery Date, Purchaser shall have received from Seller updated versions of each then-relevant exhibit and schedule hereto, certified as being true and correct on behalf of Seller by an authorized officer thereof, with respect to the Servicing Rights transferred on that date.
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Updated Exhibits and Schedules 
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Related to Updated Exhibits and Schedules

  • ANNEXES, EXHIBITS AND SCHEDULES Annex I List of Commitments Exhibit A Form of Note Exhibit B-1 Form of Initial Funding Disbursement Request Exhibit B-2 Form of Subsequent Funding Request Exhibit B-3 Form of Invoice Disbursement Request Exhibit C Form of Direction Letter Exhibit D Form of Compliance Certificate Exhibit E Form of Legal Opinion of Xxxxxx & Xxxxxx, special counsel to the Borrower Exhibit F-1 Security Instruments Exhibit F-2 Form of Security Agreement Exhibit G Form of Assignment and Assumption Exhibit H Form of Conveyance of Overriding Royalty Interest Exhibit I Form of Warrant Agreement Exhibit J Form of Letter-in-Lieu Exhibit K Development Plan Exhibit L Form of Pledge Agreement Schedule 1.01 AFE Requirements Schedule 1.02 Approved Counterparties Schedule 8.05 Litigation Schedule 8.06 Environmental Matters Schedule 8.13 Insurance Schedule 8.15 Subsidiaries and Partnerships Schedule 8.17 Title to Properties Schedule 8.19 Gas Imbalances Schedule 8.20 Marketing Contracts Schedule 8.21 Swap Agreements Schedule 8.25 Material Agreements Schedule 8.30 Past Due Accounts Payable Schedule 9.02(e) Notice of Certain Events Schedule 9.18(b)(i) 3% Properties Schedule 9.18(b)(ii) 2% Properties Schedule 10.02 Debt Schedule 10.03 Excepted Liens Schedule 10.05 Investments Schedule 10.07 Leases Schedule 10.23 Net Sales Volumes

  • Exhibits and Schedules The exhibits and schedules attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for the purposes stated herein.

  • LIST OF EXHIBITS AND SCHEDULES Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).

  • Incorporation of Exhibits, Annexes, and Schedules The Exhibits, Annexes, and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

  • Recitals, Schedules and Exhibits The Recitals, Schedules and Exhibits to this Agreement are incorporated herein and, by this reference, made a part hereof as if fully set forth herein.

  • Exhibits and Schedules; Additional Definitions All Exhibits and Schedules attached to this Agreement are a part hereof for all purposes. Reference is hereby made to the Security Schedule for the meaning of certain terms defined therein and used but not defined herein, which definitions are incorporated herein by reference.

  • Incorporation of Exhibits and Schedules The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

  • Schedules and Exhibits All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

  • Headings, Schedules and Exhibits The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. The Schedules and Exhibits annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

  • Section References and Schedules Any reference to a particular “Article”, “section”, “paragraph”, “clause” or other subdivision is to the particular Article, section, clause or other subdivision of this Agreement and any reference to a Schedule by letter will mean the appropriate Schedule attached to this Agreement and by such reference the appropriate Schedule is incorporated into and made part of this Agreement.

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