Amendment of Disclosure Schedules Sample Clauses

Amendment of Disclosure Schedules. Purchaser agrees that, with respect to the representations and warranties of Sellers or any Seller contained in this Agreement, Sellers shall have the continuing right until the Closing to add, supplement, or amend the Disclosure Schedules to the representations and warranties of Sellers or any Seller with respect to any matter hereafter arising which, if existing at the Execution Date or thereafter, would have been required to be set forth or described in the Disclosure Schedules. For all purposes of this Agreement, including for purposes of determining whether the conditions set forth in Section 7.2 have been fulfilled, the Disclosure Schedules attached to this Agreement shall be deemed to include only that information contained therein on the Execution Date and shall be deemed to exclude all information contained in any addition, supplement or amendment thereto; provided, however, that if any matters disclosed pursuant to any such addition, supplement, or amendment (together with any other breaches of Sellers’ representations and warranties set forth in Article 3 that Purchaser has knowledge of) result in a failure of the conditions set forth in Section 7.2 and Purchaser elects to proceed with the Closing, then all matters disclosed pursuant to any such addition, supplement or amendment at or prior to the Closing shall be waived and Purchaser shall not be entitled to make a claim with respect thereto pursuant to the terms of this Agreement or otherwise.

Amendment of Disclosure Schedules. (a) From time to time up to the earlier of the Initial Closing Date or termination of this Agreement in accordance with the terms hereof, Seller shall, by written notice to Buyer (each a “Schedule Supplement”), supplement or amend the Disclosure Schedules with respect to any matter discovered or first existing or occurring following the Execution Date which, if existing or known at the Execution Date or thereafter, would have been required to be set forth or described in such Disclosure Schedules. Seller shall deliver any Schedule Supplement to Buyer as soon as reasonably practicable after the discovery by Seller of the occurrence of the matter giving rise to such disclosure. Upon delivery to Buyer of such Schedule Supplement, Seller shall also concurrently deliver to Buyer a written statement setting forth Seller’s reasonable good-faith estimate of the amount (if any) required to cure or correct (the “Cure Amount”) the matters disclosed on such Schedule Supplement (the “Schedule Supplement Matters”). (b) If the Schedule Supplement Matters would cause any of the closing conditions in Article VIII not to be satisfied, then Buyer shall have the right to terminate this Agreement in accordance with Section 11.01(c). (c) If the Schedule Supplement Matters would not result in the failure of any of the closing conditions in Article VIII to be satisfied and such Schedule Supplement Matters remain uncured by Seller as of the Initial Closing Date, Seller and Buyer by and through their respective Knowledge principals or their designated representatives shall use good-faith efforts to agree upon the Cure Amount for such Schedule Supplement Matters. If Seller and Buyer agree upon the Cure Amount for such Schedule Supplement Matters prior to Closing, the Purchase Price shall be reduced by such agreed-upon Cure Amount and such Schedule Supplement shall be deemed to have modified Seller’s representations and warranties for all purposes hereunder and Buyer shall be deemed to have waived any right or claim pursuant to the terms of this Agreement or otherwise, including pursuant to Article XII, with respect to any and all such Schedule Supplement Matters. If Seller and Buyer are unable to agree upon a Cure Amount for such Schedule Supplement Matters prior to Closing, the Purchase Price shall be reduced by the Cure Amount set forth in Seller’s statement, but Buyer shall, subject to any applicable cure period in favor of Seller, retain the right to seek indemnification pursuan...

Amendment of Disclosure Schedules. Parent and Merger Sub and the Company shall each have the right, subject to the provisions of Sections 9.3 and 9.4, to amend the Parent Disclosure Schedules and the Company Disclosure Schedules, respectively, at any time prior to the earlier of (i) the filing of the S-4 or (ii) thirty (30) days after the date of this Agreement. Upon receipt of the amended Company Disclosure Schedules, Parent shall have five (5) Business Days to either accept such amended schedules or terminate this Agreement. Upon receipt of the amended Parent Disclosure Schedules, the Company shall have five (5) Business Days to either accept such amended schedules or terminate this Agreement.

Amendment of Disclosure Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the First Closing to supplement or amend promptly its respective 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 such Disclosure Schedule, provided however, that supplements and amendments to such Disclosure Schedules shall only have to be delivered at the First Closing Date if they involve an amount in excess of $100,000. For all purposes of this Agreement, including for purposes of determining whether the conditions set forth in Articles VIII and IX have been fulfilled, the Disclosure Schedules hereto shall be deemed to be the Disclosure Schedules as amended or supplemented pursuant to this Section 7.20. Notwithstanding the foregoing sentence, no amendment or supplement to a disclosure schedule prepared by a party that constitutes or reflects an event or occurrence that would have any changes thereon that are less favorable to the Partnership or other party by an amount in excess of $500,000 may be made unless the other party consents to such

Amendment of Disclosure Schedules. 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 Effective Time to supplement or amend promptly the Schedules to such party's 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 such party's Disclosure Schedule. For all purposes of this Agreement, including for purposes of determining whether the conditions set forth in Article 6 have been fulfilled, the Schedules to a party's 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, but if the Effective Time shall occur, then all matters disclosed pursuant to any such supplement or amendment at or prior to the Effective Time shall be waived and no party shall be entitled to make a claim thereon pursuant to the terms of this Agreement.

Amendment of Disclosure Schedules. From time to time prior to the Closing Date, Sellers will supplement or amend the schedules hereto with respect to any matter known to them 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 schedules hereto or which is necessary to correct any information in such schedules or in any representation or warranty of Sellers which has been rendered inaccurate thereby. Such supplemented or updated disclosures shall not be deemed a modification of Sellers' representations and warranties and shall not affect Buyer's rights under Sections 6 and 7 hereof.

Amendment of Disclosure Schedules. Purchaser agrees that, with respect to the representations and warranties of each Seller and Company contained in this Agreement, Sellers and Company shall have the continuing right until the second (2nd) Business Day prior to the Closing Date to add, supplement or amend the Disclosure Schedules (each, a “Supplemental Disclosure”) to the representations and warranties of each Seller and/or Company with respect to any matter that first occurs or arises, or of which any Seller and/or Company obtains Knowledge, which, if existing or for which Sellers and/or Company had Knowledge at the Execution Date or thereafter, would have been required to be set forth or described in such Disclosure Schedules. Subject to the last sentence of this Section 8.6, for all purposes of this Agreement, including for purposes of determining whether the conditions set forth in Section 9.2 have been fulfilled and whether indemnification is owed pursuant to Article 13, the Disclosure Schedules attached to this Agreement shall be deemed to include only that information contained therein on the Execution Date and shall be deemed to exclude all information contained in any Supplemental Disclosure. If the matters disclosed in the Supplemental Disclosure, in the aggregate, result in Purchaser having a right to terminate this Agreement pursuant to Section 12.1(d), but Purchaser does not exercise such termination right and the Closing occurs, then, notwithstanding anything to the contrary contained in this Agreement, no post-Closing indemnification claim or other claim can be made by member of Purchaser Group with respect to such matters disclosed in any such Supplemental Disclosure.

Amendment of Disclosure Schedules. From time to time prior to the Closing, the Company, Parent and Merger Sub will promptly supplement or amend the Company Disclosure Schedule, as applicable, with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Company Disclosure Schedule. No such supplement or amendment of the Company Disclosure Schedule shall be deemed to cure, or to be a waiver of, any breach of any representation or warranty made in this Agreement for any purpose hereunder.

Amendment of Disclosure Schedules. From time to time prior to the Closing Date, Stockholders and the Company will supplement or amend the schedules hereto with respect to any matter known to them 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 schedules hereto or which is necessary to correct any information in such schedules or in any representation or warranty of Stockholders or the Company which has been rendered inaccurate thereby. Such supplemented or updated disclosures shall not be deemed a modification of Stockholders' and the Company's representations and warranties and shall not affect Parent's or USPN's rights hereunder.

Amendment of Disclosure Schedules. From time to time prior to the Closing, the Company, Parent and Merger Sub will promptly supplement or amend the Company Disclosure Schedule and the Parent Disclosure Schedule, as applicable, with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Company Disclosure Schedule or the Parent Disclosure Schedule. No such supplement or amendment of the Company Disclosure Schedule or the Parent Disclosure Schedule (i) shall be deemed to cure, or to be a waiver of, any breach of any representation or warranty made in this Agreement for any purpose hereunder nor (ii) shall have any effect in determining whether the condition set forth in Section 6.1(a) has been satisfied.