Amendment of 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 anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto 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 Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent,...
Amendment of Schedules. 34 7.9 Cooperation in Preparation of Registration Statement............35 7.10
Amendment of Schedules. 30 7.9 Cooperation in Preparation of Registration Statement............31 7.10 Final Financial Statements......................................32 7.11
Amendment of 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 11:59 p.m. March 31, 1999 to supplement or amend promptly the Schedules 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 Schedules. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by Company or Parent that constitutes or reflects an event or occurrence that would have a Adverse Effect may be made unless the parties not making the amendment or supplement consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 10.1 and 11.1 have been fulfilled, the Schedules shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 9.7. Except as otherwise specified in Section 16.3, no party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of Section 14.1(iv). Neither the entry by Parent into any other agreement, such as this Agreement, after the date hereof for the acquisition of one or more companies nor the performance by Parent of its obligations thereunder shall be deemed to require the amendment to or a supplementation of any Schedule hereto.
Amendment of Schedules. The Parties may amend and restate the Schedules at any time without otherwise amending or restating this Agreement by the execution by all of the Parties of a cover page to the amended Schedules in the form attached hereto as Exhibit B. Such amended and restated Schedules shall replace the prior Schedules as of the date of execution of the cover page and shall be incorporated by reference into this Agreement for all purposes.
Amendment of Schedules. 31 7.8 Cooperation in Preparation of Registration Statement. . . . . . . . . . . . . . . . . . . . . . . . 32 7.9 Final Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 7.10
Amendment of 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 the Closing to attach, supplement or amend promptly the Schedules with respect to any matter that would have been or would be required to be set forth or described in the Schedules in order to not materially breach any representation, warranty or covenant of such party contained herein; provided that no amendment or supplement to a Schedule that constitutes or reflects a material adverse change to the Company, the Partnership or the Nonmedical Assets may be made unless Vision 21 consents to such amendment or supplement, and no amendment or supplement to a Schedule that constitutes or reflects a material adverse change to Vision 21 may be made unless the Company and the Physician consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 11.1 and 12.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 10.1. In the event that the Company is required to amend or supplement a Schedule in accordance with this Section 10.1 and Vision 21 does not consent to such amendment or supplement, or Vision 21 is required to amend or supplement a Schedule in accordance with this Section 10.1 and the Company and the Physician do not consent, this Agreement shall be deemed terminated by mutual consent as set forth in Section 16.1(d) or Section 16.1(e) as appropriate.
Amendment of Schedules. PEN may amend Schedule B upon at least ten (10) days' prior written notice to Selling Broker-Dealer and General Agent. The submission of an application for the Contracts by Selling Broker-Dealer or General Agent after the effective date of any such amendment shall constitute agreement to such amendment. Any such amendment shall apply to compensation due on applications received by Pacific Mutual after the effective date of such notice.
Amendment of Schedules. The parties to this Agreement may amend Schedule 1 to this Agreement from time to time to reflect additions of or changes in any class of Contracts or Separate Accounts that have been agreed upon. The provisions of this Agreement shall be equally applicable to each such class of Contracts or Separate Accounts that may be added to the Schedule, unless the context otherwise requires.
Amendment of Schedules. Borrower Agent may amend any one or more of the Schedules to this Agreement (subject to prior notice to Agent) and any representation, warranty, or covenant contained herein which refers to any such Schedule shall from and after the date of any such amendment refer to such Schedule as so amended and any Default or Event of Default that exists solely as a result of the failure to amend such Schedule shall from and after the date of any such amendment be waived automatically without further action by Agent or the Lenders; provided, however, (a) that in no event shall the failure to make an immaterial amendment to any such Schedule constitute a Default or Event of Default; (b) no Default or Event of Default shall exist or have occurred by virtue of any changes disclosed on such Schedules if the disclosed items would not have resulted in a Default or Event of Default if disclosed on the Closing Date, as applicable; and (c) the amendment of a Schedule shall not constitute a waiver or modification of any of the covenants contained in Sections 10.1 or 10.2.
