Schedules. The information furnished in the Schedules is arranged in sections corresponding to the Sections of this Agreement, and the disclosures in any section of the Schedules shall qualify # the corresponding Section of this Agreement and # other Sections of this Agreement to the extent (notwithstanding the absence of a specific cross-reference), that it is reasonably apparent on its face that such disclosure is also applicable to such other Sections of this Agreement. The Schedules and the information and disclosures contained in such Schedules are intended only to qualify and limit the representations and warranties of the parties contained in this Agreement and shall not be deemed to expand in any way the scope of any such representation or warranty. The inclusion of any information in the Schedules shall not be deemed to be an admission or acknowledgment that such information is material or outside the ordinary course of business. The inclusion of any fact or information in a Schedule is not intended to be construed as an admission or concession as to the legal effect of any such fact or information in any proceeding between any party and any Person who is not a party.
Schedules. The Schedules attached hereto are incorporated herein by reference and shall be construed with and as an integral part of this Services Agreement to the same extent as if the same had been set forth verbatim herein.
Schedules. In the event of any inconsistencies between this Agreement and any schedules or other attachments hereto, the terms of this Agreement shall control.
Disclosure Schedules. The Disclosure Schedules shall be finalized by the Parties and satisfactory to Purchaser in its sole discretion.
Disclosure Schedules. All schedules referenced herein and attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Disclosure Schedules referenced by a particular section or subsection in the Disclosure Schedules will be deemed to have been disclosed with respect to every other section and subsection in this Agreement if the relevance of such disclosure to such other section or subsection is readily apparent on its face. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules will not # be used as a basis for interpreting the term “material” or other similar terms in this Agreement or to establish a standard of materiality, # represent a determination that such item or matter did not arise in the Ordinary Course of Business, # be deemed or interpreted to expand the scope of Emmis’ or Sinclair’s representations and warranties, obligations, covenants, conditions or agreements contained herein, # constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, # represent a determination that the consummation of the transactions contemplated hereby requires the consent of any third party, # constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or # constitute, or be deemed to constitute, an admission or indication by Emmis or Sinclair that such item meets any or all of the criteria set forth in this Agreement for inclusion in the Disclosure Schedules. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any Contract or Law will be construed as an admission or indication that any such breach or violation exists or has actually occurred. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement.
Updated Schedules. Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(b), (i) the following updated Schedules to this Agreement (which may be attached to the Compliance Certificate) to the extent required to make the representation related to such Schedule true and correct as of the date of such Compliance Certificate: [Schedules 1.01(c)], 5.10, 5.20(a) and 5.20(b) and (ii) copies of all material amendments to the Organization Documents of the Loan Parties.
[Schedules 6.10], 6.13, 6.17, 6.20(a), 6.20(b), 6.20(c), 11.02 and 11.06(e) are hereby replaced in their entirety with [Schedules 6.10], 6.13, 6.17, 6.20(a), 6.20(b), 6.20(c), 11.02 and 11.06(e) attached hereto, and the title of [Schedule 11.06(e)] appearing in the Table of Contents is hereby amended to replace the reference to “Closing” with a reference to “Third Amendment Effective Date”.
Disclosure Schedules. The Disclosure Schedules are hereby incorporated by reference into the sections in which they are directly referenced and nothing in the Disclosure Schedules shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Disclosure Schedules identify the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item 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) and the provision of monetary or other quantitative thresholds for disclosure on the Disclosure Schedules does not and shall not be deemed to create or imply a standard of materiality hereunder. The section headings contained herein are for reference purposes only and do not broaden or otherwise affect any of the provisions of the Agreement.
Revisions to Schedules under [Sections 2.1 through 2.4]. Notwithstanding anything in this Agreement to the contrary, Purchaser may (subject to the applicable limitations, if any, set forth on [Schedule 2.5]) revise, by providing written Notice to HoldCos, the Schedules under [Sections 2.1 through 2.4] at any time on or before the Business Day prior to the Closing Date to include in or exclude from the definition of Acquired Assets, Excluded Assets or Assumed Liabilities, as applicable, any asset or property, or any portion, part or parcel of any such asset or property (except executory Contracts and unexpired leases, which shall be governed by Section 2.6) not otherwise included therein, as the case may be, and as a result thereof, Sellers agree to give required Notice to any Third Party that should receive Notice with respect to such asset or
Schedules and Documents Relating to Accounts. Co-Borrowers shall deliver to Bank transaction reports and schedules of collections, as provided in Section 6.2, on Banks standard forms; provided, however, that Co-Borrowers failure to execute and deliver the same shall not affect or limit Banks Lien and other rights in all of Co-Borrowers Accounts, nor shall Banks failure to advance or lend against a specific Account affect or limit Banks Lien and other rights therein. If requested by Bank, Co-Borrowers shall furnish Bank with copies (or, at Banks request, originals) of all contracts, orders, invoices, and other similar documents, and all shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for any goods the sale or disposition of which gave rise to such Accounts. In addition, Co-Borrowers shall deliver to Bank, on its request, the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts included in the Borrowing Base or any other Accounts having a value in excess of Fifty Thousand Dollars ($50,000), in the same form as received, with all necessary indorsements, and copies of all credit memos.
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