Amendment of Disclosure Schedule. Each Party agrees that, with respect to the representations and warranties of such Party contained in this Agreement, such Party shall have the continuing obligation until the Closing to supplement or amend the Disclosure Schedule applicable to that Party with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule. For the purposes of determining whether the conditions set forth in Article VII have been fulfilled, the Disclosure Schedule shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude all information contained in any supplement or amendment thereto. However, if the Closing shall occur, then all matters disclosed pursuant to any such supplement or amendment at or prior to the Closing shall be deemed included in the Disclosure Schedule, and no Party shall be entitled to make a claim for Indemnification under this Agreement with regard to such supplemental information based on the absence of any such supplemental information in the Disclosure Schedule as of the date of this Agreement, pursuant to the terms of this Agreement.
Amendment of Disclosure Schedule. Seller agrees that, with respect to the representations and warranties contained in Article III, Seller shall have the continuing obligation until the Closing promptly to supplement or amend the Disclosure Schedule with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule. For all purposes of this Agreement, including for purposes of determining whether the conditions set forth in Article VII have been fulfilled, the Disclosure Schedule shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude all information contained in any supplement or amendment thereto.
Amendment of Disclosure Schedule. (A) The Disclosure Schedule to the Asset Purchase Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit F hereto.
Amendment of Disclosure Schedule. Until the Closing, Jonex xxxll promptly inform Shareholders in writing of any variances discovered by Jonex xx its representatives in the representations and warranties, or any Disclosure Schedule, of Shareholders contained in this Agreement. In the event (i) Jonex xxxudulently fails to inform Shareholders in writing of any such variances or (ii) Shareholders are notified of or discover an inaccuracy in any representation or warranty contained herein or in the Disclosure Schedule or any non-performance of or non-compliance with any covenant or agreement contained herein required to be performed 32 34 or complied with by Shareholders at or before the Closing, Shareholders may, in the case of clause (ii) above, amend the Disclosure Schedule to reflect such inaccuracy and, in either case, if Jonex xxxertheless consummates the Merger, notwithstanding the foregoing, Jonex xxxll be deemed to have waived (x) such inaccuracy, non-performance or non-compliance as a condition to its obligation to close hereunder and (y) any indemnity pursuant to this Agreement in respect of such inaccuracy, non-performance or non-compliance, it being understood and agreed that any amendment to the Disclosure Schedule shall not prejudice the right of Jonex xx terminate this Agreement pursuant to Section 12.1(b).
Amendment of Disclosure Schedule. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall supplement or amend the Disclosure Schedule as of the Closing Date with respect to any matter hereafter arising or discovered which, if existing or known at the Agreement Date, would have been required to be set forth or described in the Disclosure Schedule. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 6.1 and 7.1 have been fulfilled, the Disclosure Schedule hereto shall be deemed to include
Amendment of Disclosure Schedule. In connection with each issuance of Additional Notes, the Company shall, subject to the approval of the Majority Holders (which approval shall not be unreasonably withheld), amend and restate the Disclosure Schedule to the extent necessary to make the representations and warranties set forth in Section 5 true and correct after giving effect to the issuance of such Additional Notes and any other transactions to be consummated in connection therewith.
Amendment of Disclosure Schedule. From time to time after the date of this Agreement and prior to the Closing, CEC will, promptly upon obtaining knowledge thereof, supplement or amend the Disclosure Schedule with respect to any matter hereafter arising which, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the
Amendment of Disclosure Schedule. Each of the Seller, the Company and the Buyer agree that, with respect to the representations and warranties of the Seller and the Company contained herein, the Seller and the Company shall have the continuing obligation until the Closing Date to supplement, modify or amend promptly the Disclosure Schedule with respect to (a) any new matter occurring after the date hereof that, if existing or occurring on or before the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule (the "New Matters"), and (b) other matters which are not New Matters but which should have been set forth or described in the Disclosure Schedule as of the date hereof (the "Other Matters"). Any such supplement, modification or amendment (i) that reflects a New Matter shall qualify the Seller's and the Company's representations and warranties for all purposes of this Agreement, except for purposes of determining whether the conditions set forth in Article 8 hereof have been fulfilled if any such supplement, modification or amendment that reflects a New Matter shows a material and adverse change in the financial condition, properties, business or results of the Company and its Subsidiaries, taken as a whole, and (ii) that reflects one or more Other Matters shall not qualify any of the Seller's or the Company's representations or warranties for any purpose under this Agreement, and shall be provided solely for informational purposes. On or before the Closing Date, the Seller and the Company will prepare and deliver to the Buyer a copy of the Disclosure Schedule revised to reflect any supplement, modification or amendment required pursuant to this Section 6.17. The Company and the Seller deliver any such supplemented, modified or amended Disclosure Schedule to the Buyer at least five (5) Business Days before the Closing Date. If no supplemented, modified or amended Disclosure Schedule satisfying the foregoing requirements is provided by the Seller or the Company, the Disclosure Schedule as delivered upon the execution of this Agreement shall continue to apply.
Amendment of Disclosure Schedule. On or prior to July 31, 2000, the Company may supplement or amend the Disclosure Schedule with respect to any matter existing or occurring at or prior to the date hereof. In the event that the Company so supplements or amends the Disclosure Schedule, Xxxxx shall have the right, in its sole and absolute discretion, exercisable by written notice delivered to the Company on or prior to the Closing, to terminate this Agreement. In the event of the termination of this Agreement pursuant to this Section 6.3, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto or any of its Affiliates, directors, officers or stockholders, except for the provisions of Sections 7.3, 13.3, 13.7 and 13.11, which shall survive such termination. Unless Xxxxx terminates this Agreement in accordance with the foregoing sentence, any such supplements or amendments to the Disclosure Schedule shall be deemed to have been included in the Disclosure Schedule delivered as of the date hereof for all purposes of this Agreement.
Amendment of Disclosure Schedule. The Disclosure Schedule shall be amended as set forth on Exhibit A.
