Common use of Amendment of Schedules Clause in Contracts

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. 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 an 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 including, without limitation 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 9.79.6. 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. 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 the Closing 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 Company, Stockholders, Purchaser or Parent Old ACG that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless Purchaser and Old ACG or Stockholders and Company, as the parties not making the amendment or supplement consent case may be, consents 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 8.1 and 11.1 9.1 have been fulfilled, the Schedules shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 9.77.6. Except as otherwise specified in Section 16.3, no 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(iv11.1(v). Neither the entry by Parent Purchaser into any other agreement, such as this Agreement, agreement after the date hereof for the acquisition of one or more companies involved in or assets associated with the telecommunication business, yellow page publishing business or related activities nor the performance by Parent Purchaser of its obligations thereunder shall be deemed to require the amendment to or a supplementation of any Schedule hereto.

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 the Closing 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 the Seller and the Shareholders or Parent the Purchaser that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless Purchaser and Old ACG or Shareholders and Seller, as the parties not making the amendment or supplement case may be, 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 6.1 and 11.1 7.1 have been fulfilled, the Schedules shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 9.75.7. Except as otherwise specified in Section 16.3, no 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(iv9.1(v). Neither the entry by Parent the Purchaser into any other agreement, such as this Agreement, after the date hereof for the acquisition of one or more companies involved in or assets associated with the telecommunication business, yellow page publishing business or related activities nor the performance by Parent the Purchaser of its obligations thereunder shall be deemed to require the amendment to or a the supplementation of any Schedule hereto.

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 the Closing 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 Company, Old ACG or Parent that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless Parent and Old ACG or Company, as the parties not making the amendment or supplement consent case may be, consents 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 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(iv13(v). 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 involved in or assets associated with the telephone business and related activities 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. 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 the Closing 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 the Company or Parent Purchaser that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless Purchaser or the parties not making Company, as the amendment or supplement consent case may be, consents 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 8.1 and 11.1 9.1 have been fulfilled, the Schedules shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 9.77.8. Except as otherwise specified in Section 16.3, no 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(iv11.1(v). Neither the entry by Parent Purchaser into any other agreement, such as this Agreement, after the date hereof for the acquisition of one or more companies involved in or assets associated with the telephone business and related activities nor the performance by Parent Purchaser of its obligations thereunder shall be deemed to require the amendment to or a supplementation of any Schedule hereto.

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 the Closing 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 Seller, Stockholder, Purchaser or Parent Old ACG that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless Purchaser and Old ACG or Stockholder and Seller, as the parties not making the amendment or supplement consent case may be, consents 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 8.1 and 11.1 9.1 have been fulfilled, the Schedules shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 9.77.6. Except as otherwise specified in Section 16.3, no 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(iv11.1(v). Neither the entry by Parent Purchaser into any other agreement, such as this Agreement, agreement after the date hereof for the acquisition of one or more companies involved in or assets associated with the telephone business and related activities nor the performance by Parent Purchaser of its obligations thereunder shall be deemed to require the amendment to or a supplementation of any Schedule hereto.

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 the Closing 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 Material Adverse Effect may be made unless Parent or Company, as the parties not making the amendment or supplement consent case may be, consents 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 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)13.1. 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 involved in or assets associated with the telephone business and related activities 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. 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 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. 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 Material 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. 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 the Closing 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 Old ACG or Parent that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless Parent or Old ACG, as the parties not making the amendment or supplement consent case may be, consents 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 9.1 and 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 9.78.4. Except as otherwise specified in Section 16.3, no 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(iv12.1(v). 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 involved in or assets associated with the telephone business and related activities nor the performance by Parent of its obligations thereunder shall be deemed to require the amendment to or a supplementation of any Schedule hereto.