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Contract analysis / disclosure-schedules-shell.docx
disclosure-schedules-shell.docx
1022-00006 · 17 clauses
High · 3 Medium · 2 Standard · 1
1. Qualification by Reference to the Agreement. These Schedules are qualified in their en
1. Qualification by Reference to the Agreement. These Schedules are qualified in their entirety by reference to the specific provisions of the Agreement, including the definitions set forth therein. The representations, warranties, covenants, and agreements of the parties to the Agreement are set forth solely in the Agreement, and these Schedules are not intended to constitute, and shall not be construed as constitut
2. No Admission of Materiality or Material Adverse Effect. The inclusion of any item, mat
2. No Admission of Materiality or Material Adverse Effect. The inclusion of any item, matter, or information in these Schedules shall not be deemed an admission by the Company that such item, matter, or information is material to the Company, constitutes a Material Adverse Effect (as defined in the Agreement), or meets, exceeds, or otherwise satisfies any materiality threshold, dollar threshold, or other qualificatio
3. Cross-References and Deemed Disclosures. The information disclosed in any particular S
3. Cross-References and Deemed Disclosures. The information disclosed in any particular Schedule shall be deemed to be disclosed with respect to, and shall be deemed to qualify, each other Schedule and each section of the Agreement to which the relevance of such disclosure is reasonably apparent on the face of such disclosure, regardless of whether a specific cross-reference is made. The Company has endeavored to inc
4. Headings for Convenience. Section and subsection headings contained in these Schedules
4. Headings for Convenience. Section and subsection headings contained in these Schedules are included for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of these Schedules or the Agreement.
5. Informational Disclosures. These Schedules may include items, matters, or information
5. Informational Disclosures. These Schedules may include items, matters, or information that are disclosed for informational purposes only, even if not strictly required to be disclosed under the terms of the Agreement, in order to provide Parent and Merger Sub with a more complete understanding of the Company's business, operations, assets, liabilities, financial condition, and results of operations. The inclusion
6. Accuracy of Information. The information contained in these Schedules is disclosed to
6. Accuracy of Information. The information contained in these Schedules is disclosed to the best of the Company's knowledge (as used in this sentence, in its colloquial sense and not as defined in the Agreement) as of the date hereof. The Company reserves the right to supplement, amend, or update these Schedules in accordance with Section 6.10 of the Agreement and the procedures set forth in Annex A hereto.
7. Privilege Preservation. Nothing in these Schedules is intended to, or shall be deemed Medium
⚑ Confidentiality undertaking
7. Privilege Preservation. Nothing in these Schedules is intended to, or shall be deemed to, waive, limit, or otherwise affect any attorney-client privilege, work-product protection, or other applicable privilege with respect to any documents, communications, or information referenced herein. Format and Population Instructions INSTRUCTION TO CASCADIA FIBER NETWORKS, INC. AND WHITMORE, KESSLER & BRAUN LLP: The followi
ARTICLE III SCHEDULES — REPRESENTATIONS AND WARRANTIES OF THE COMPANY High
⚑ Non-compete / exclusivity restraint
ARTICLE III SCHEDULES — REPRESENTATIONS AND WARRANTIES OF THE COMPANY The following Schedules correspond to the representations and warranties of the Company set forth in Article III of the Agreement. Schedule 3.1 — Organization, Good Standing, and Qualification This Schedule 3.1 is delivered pursuant to Section 3.1 of the Agreement and sets forth information regarding the Company's organization, good standing, quali
ARTICLE IV SCHEDULES — REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Standard
⚑ Commercial term
ARTICLE IV SCHEDULES — REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB The following Schedules correspond to the representations and warranties of Parent and Merger Sub set forth in Article IV of the Agreement. Schedule 4.1 — Organization of Parent and Merger Sub [Reserved — to be populated by Parent if applicable. No exceptions are expected to be required.] None. Schedule 4.2 — Authority of Parent and Merger
1. Right to Update. From and after the date of the Agreement until the earlier of the Clos
1. Right to Update. From and after the date of the Agreement until the earlier of the Closing Date and the termination of the Agreement in accordance with its terms, the Company may, from time to time, by written notice to Parent delivered in accordance with Section [●] of the Agreement (each, a "Schedule Update Notice"), supplement or amend the Disclosure Schedules to disclose any matter, event, condition, or develo
2. Content of Schedule Update Notices. Each Schedule Update Notice shall (a) identify the
2. Content of Schedule Update Notices. Each Schedule Update Notice shall (a) identify the specific Schedule(s) being supplemented or amended, (b) describe in reasonable detail the matter, event, condition, or development giving rise to the update, (c) include all information that would have been required to be disclosed in the applicable Schedule(s) had such matter been disclosed as of the date of the Agreement, and
3. Timing. The Company shall deliver each Schedule Update Notice to Parent promptly, and i
3. Timing. The Company shall deliver each Schedule Update Notice to Parent promptly, and in any event within [●] Business Days, after the Company becomes aware of the matter, event, condition, or development giving rise to the update.
4. Effect on Representations and Warranties. [Insert agreed-upon language regarding the ef High
⚑ Indemnity / guarantee obligation
4. Effect on Representations and Warranties. [Insert agreed-upon language regarding the effect of Schedule Updates on the Company's representations and warranties as of the Closing Date, including whether Schedule Updates are deemed to cure any breach of the Company's representations and warranties for purposes of the closing conditions set forth in Section [●] of the Agreement and the indemnification obligations set
5. Effect on Closing Conditions. [Insert agreed-upon language regarding the effect of Sche
5. Effect on Closing Conditions. [Insert agreed-upon language regarding the effect of Schedule Updates on Parent's closing conditions, including whether a Schedule Update that discloses a Material Adverse Effect (or matters that, individually or in the aggregate, would constitute a Material Adverse Effect) affects Parent's right to decline to close or to terminate the Agreement.]
6. Effect on Indemnification. [Insert agreed-upon language regarding the effect of Schedul High
⚑ Indemnity / guarantee obligation
6. Effect on Indemnification. [Insert agreed-upon language regarding the effect of Schedule Updates on the Company's indemnification obligations post-Closing, including whether matters disclosed in a Schedule Update are excluded from the indemnification obligations of the Company's stockholders or the escrow/holdback arrangements (if any).]
7. Delivery. All Schedule Update Notices shall be delivered to Parent and its counsel in a
7. Delivery. All Schedule Update Notices shall be delivered to Parent and its counsel in accordance with the notice provisions of Section [●] of the Agreement, with copies to: Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Attention: Andrew Fitzpatrick / Naomi Petersen Email: afitzpatrick@calderwoodharkness.com / npetersen@calderwoodharkness.com
8. Acknowledgment. For the avoidance of doubt, the Company's right to deliver Schedule Upd Medium
⚑ Forum / governing law
8. Acknowledgment. For the avoidance of doubt, the Company's right to deliver Schedule Updates shall not relieve the Company of any obligation to comply with its covenants under the Agreement, including the covenants regarding the conduct of the Company's business between signing and closing set forth in Section 5.1 of the Agreement. SIGNATURE PAGE These Disclosure Schedules are delivered by the Company as of the dat