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 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. 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 Company 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 12.1 and 12.1 13.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 10.111.2. In the event that the Company is required to amend or supplement a Schedule in accordance with this Section 10.1 11.2 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 11.2 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(d17.1(d) or Section 16.1(e17.1(e) as appropriate.

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 Company or the Nonmedical Non-optical 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 Shareholder 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 and 12.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 10.19.2. In the event that the Company is required to amend or supplement a Schedule in accordance with this Section 10.1 9.2 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 9.2 and the Company and the Physician Shareholder do not consent, this Agreement shall be deemed terminated by mutual consent as set forth in Section 16.1(d15.1(d) or Section 16.1(e15.1(e) as appropriate.

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 Company or the Nonmedical Non-optometric 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 Optometrist 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 12.1 and 12.1 13.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 10.111.2. In the event that the Company is required to amend or supplement a Schedule in accordance with this Section 10.1 11.2 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 11.2 and the Company and the Physician Optometrist do not consent, this Agreement shall be deemed terminated by mutual consent as set forth in Section 16.1(d17.1(d) or Section 16.1(e17.1(e) as appropriate.

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 Company 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 Shareholder 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 and 12.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 10.19.2. In the event that the Company is required to amend or supplement a Schedule in accordance with this Section 10.1 9.2 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 9.2 and the Company and the Physician Shareholder do not consent, this Agreement shall be deemed terminated by mutual consent as set forth in Section 16.1(d15.1(d) or Section 16.1(e15.1(e) as appropriate.

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 Non-optical 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 Partnership and a majority of the Physician Partners 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 and 12.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 10.19.1. In the event that the Company Partnership is required to amend or supplement a Schedule in accordance with this Section 10.1 9.1 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 9.1 and the Company Partnership and a majority of the Physician Partners do not consent, this Agreement shall be deemed terminated by mutual consent as set forth in Section 16.1(d15.1(d) or Section 16.1(e15.1(e) as appropriate.

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 Company 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. 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 Company or the Nonmedical Non-optical 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 Shareholder 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 and 12.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 10.19.1. In the event that the Company is required to amend or supplement a Schedule in accordance with this Section 10.1 9.1 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 9.1 and the Company and the Physician Shareholder do not consent, this Agreement shall be deemed terminated by mutual consent as set forth in Section 16.1(d15.1(d) or Section 16.1(e15.1(e) as appropriate.

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 Company 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 10.1 and 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 10.19.1. In the event that the Company is required to amend or supplement a Schedule in accordance with this Section 10.1 9.1 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 9.1 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(d15.1(d) or Section 16.1(e15.1(e) as appropriate.

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 Company 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 10.110.2. In the event that the Company is required to amend or supplement a Schedule in accordance with this Section 10.1 10.2 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 10.2 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. 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 Company or the Nonmedical Non-optometric 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 Optometrist 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 and 12.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 10.19.2. In the event that the Company is required to amend or supplement a Schedule in accordance with this Section 10.1 9.2 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 9.2 and the Company and the Physician Optometrist do not consent, this Agreement shall be deemed terminated by mutual consent as set forth in Section 16.1(d15.1(d) or Section 16.1(e15.1(e) as appropriate.

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 Company 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 or the Subsidiary may be made unless the Company and the Physician Shareholder 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 and 12.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 10.19.1. In the event that the Company is required to amend or supplement a Schedule in accordance with this Section 10.1 9.1 and Vision 21 does not consent to such amendment or supplement, or Vision 21 or the Subsidiary is required to amend or supplement a Schedule in accordance with this Section 10.1 9.1 and the Company and the Physician Shareholder do not consent, this Agreement shall be deemed terminated by mutual consent as set forth in Section 16.1(d15.1(d) or Section 16.1(e15.1(e) as appropriate.