Amendments of Disclosure Schedules Sample Clauses

Amendments 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 the Closing to supplement or amend promptly the Disclosure Schedules with respect to any matter that would have been or would be required to be set forth or described in the Disclosure 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 Disclosure Schedule that constitutes or reflects a Material Adverse Effect on the Company may be made unless APP consents to such amendment or supplement, and no amendment or supplement to a Disclosure Schedule that constitutes or reflects a Material Adverse Effect on APP may be made unless the Company consents to such amendment or supplement. For 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 Disclosure Schedules hereto shall be deemed to be the Disclosure Schedules as amended or supplemented pursuant to this Section 9.2. In the event that the Company seeks to amend or supplement a Disclosure Schedule pursuant to this Section 9.2 and APP does not consent to such amendment or supplement, or APP seeks to amend or supplement a Disclosure Schedule pursuant to this Section 9.2, and the Company does not consent, this Agreement shall be deemed terminated by mutual consent as set forth in Section 15.1(a) hereof.
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Amendments of Disclosure Schedules. (a) Prior to Closing, Quicksilver may, from time to time, by delivering a written copy thereof to BreitBurn, supplement or amend its disclosure schedules attached to this Agreement relating to any representations or warranties of Quicksilver (collectively, the “Disclosure Schedules”), to include reference to any matter relating to Quicksilver, the Acquired Assets, the Interests or the Transferred Companies which first arises or occurs after the date of execution of this Agreement and does not result from a breach by Quicksilver of any covenant set forth in Article VI.
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Amendments of Disclosure Schedules. Seller may, from time to time, prior to the Closing, by written notice to Buyer, supplement or amend its disclosure schedules to Articles III and IV attached to this Agreement (“Disclosure Schedules”) to correct any matter that would constitute a breach of any representation or warranty of Seller herein contained if such supplement or amendment relates to a matter that did not arise until after the date of this Agreement; provided, that, if Seller amends any Disclosure Schedule within ten (10) Business Days of the anticipated Closing Date, Buyer shall have the right to postpone the Closing Date until the date which is ten (10) Business Days after Seller revises any such Disclosure Schedule and provides Buyer with a copy thereof. Any amendments or supplements shall not be effective for determining whether Buyer’s conditions to Closing set forth in Section 7.3(a) have been satisfied. If immediately prior to the Closing, Buyer’s condition to Closing set forth in Section 7.3(a) is satisfied, then any such Disclosure Schedule amendments or supplements shall not be effective to cure or correct any breach of any representation or warranty that would have existed absent such amendment or supplement for the purposes of Seller’s indemnification obligations under Section 9.2(a). If immediately prior to the Closing, Buyer’s condition to Closing set forth in Section 7.3(a) is not satisfied, and the Closing occurs nonetheless, any such Disclosure Schedule amendments or supplements will be effective to cure and correct any breach of any representation or warranty that would have existed absent such amendment or supplement, and Buyer shall have no right, and hereby waives any and all rights, to bring any claim in respect thereof or relating thereto.
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Amendments of Disclosure Schedules. Prior to Closing, Seller may, from time to time, by delivering a written copy thereof to Buyer, supplement or amend its disclosure schedules attached to this Agreement relating to any representations or warranties of Seller, to include reference to any matter relating to Seller or the Assets which first arises or occurs after the date of execution of this Agreement and does not result from a Breach by Seller of any of its covenants or of any of its representations and warranties made as of the date of this Agreement. Any such supplement or amendment of any such disclosure schedule by Seller will be effective to cure and correct any Breach by Seller or failure to satisfy any condition to Closing that would have existed absent such amendment or supplement.
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Related to Amendments of Disclosure Schedules

  • of the Disclosure Schedules (a) to the Company’s Knowledge, the Company owns or possesses sufficient legal rights to all Company Intellectual Property without any conflicts with, or infringement of, the rights of others, and no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party; (b) other than with respect to commercially available software products under standard end-user object code license agreements or standard license agreements for open source software, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Patents, Trademarks, Copyrights, Trade Secrets, licenses, information, proprietary rights and processes of any other Person; (c) no claim has been asserted or, to the Company’s Knowledge, threatened against the Company involving any Intellectual Property; (d) to the Company’s Knowledge, it will not be necessary to use any inventions of any of its employees or consultants made prior to or outside the scope of their employment by the Company; (e) each employee and consultant has (i) assigned to the Company all Intellectual Property rights he or she owns that are related to the business of the Company and (ii) executed an agreement with the Company acknowledging the Company’s exclusive ownership of all Intellectual Property invented, created or developed by such employee or independent contractor within the scope of his or her employment or engagement with the Company; (f) the Company does not utilize any open source software in a manner that requires the Company to disclose, make available, or offer or deliver any portion of the source code of any proprietary Company software or component thereof to any third party.

  • Supplements to Disclosure Schedules From time to time prior to the Closing Date, each party hereto shall supplement or amend its Disclosure Schedules with respect to any matter hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in its Disclosure Schedules or that is necessary to correct any information in its Disclosure Schedules or in its representations and warranties that have been rendered inaccurate thereby. The Disclosure Schedules delivered by a party hereto shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any information contained in any subsequent supplement or amendment thereto.

  • Disclosure Schedules The Disclosure Schedules are a material part of this Agreement as if fully set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules will be construed as an admission or indication that such item or other matter is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall be construed as an admission or indication that any such breach or violations exists or has actually occurred; (v) the inclusion of any matter, information or item in the Disclosure Schedules will not be deemed to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselves.

  • Supplement to Disclosure Schedules From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a "Schedule Supplement"). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 7.02 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within thirty (30) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter, but shall not have nor be deemed to have waived its right to indemnification under Section 8.02 with respect to such matter.

  • Disclosure Letters (a) Prior to the execution and delivery of this Agreement, each party has delivered to the other party a letter (its “Disclosure Letter”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of such party’s representations or warranties contained in Section 3.3 or to one or more of its covenants or agreements contained in Articles 4 or 5; provided, that (i) no such item is required to be set forth in a party’s Disclosure Letter as an exception to any representation or warranty of such party if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 3.2, and (ii) the mere inclusion of an item in a party’s Disclosure Letter as an exception to a representation or warranty shall not be deemed an admission by that party that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect (as defined herein) with respect to such party.

  • of the Disclosure Schedule To the Knowledge of the Company there are no strikes, slowdowns, work stoppages, lockouts or threats thereof by or with respect to any of the employees of the Company.

  • Disclosure Letter (a) The disclosures in the Disclosure Letter, and those in any Supplement thereto, must relate only to the representations and warranties in the Section of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement.

  • Disclosure Schedule References The parties hereto agree that any reference in a particular Section of the Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be readily apparent to an individual who has read that reference and such representations and warranties.

  • Disclosure Schedule The term “Disclosure Schedule,” as used herein, means the schedule, if any, attached to this Agreement that sets forth items the disclosure of which is necessary or appropriate as an exception to one or more representations or warranties contained in Section 5 hereof; provided, that any item set forth in the Disclosure Schedule as an exception to a representation or warranty shall be deemed an admission by the Offerors that such item represents an exception, fact, event or circumstance that is reasonably likely to result in a Material Adverse Effect. The Disclosure Schedule shall be arranged in paragraphs corresponding to the section numbers contained in Section 5. Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the immediately preceding sentence, the mere listing (or inclusion of a copy) of a document or other item in the Disclosure Schedule shall not be deemed adequate to disclose an exception to a representation or warranty made herein unless the representation or warranty has to do with the existence of the document or other item itself. Information provided by the Company in response to any due diligence questionnaire shall not be deemed part of the Disclosure Schedule and shall not be deemed to be an exception to one or more representations or warranties contained in Section 5 hereof unless such information is specifically included on the Disclosure Schedule in accordance with the provisions of this Section 11.1.

  • Company Disclosure Schedule Article 3.............................................10

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