Amendments to Schedules. If no later than five business days prior to ----------------------- the Closing Date, Xoom, Xenon 2, NBC, SNAP or GE Investments Sub becomes aware of any fact or circumstance (whether or not it existed prior to the date hereof) which would make any representation, warranty, covenant or agreement of such party untrue, then such party shall be permitted to amend any Schedule to this Agreement so as to identify such fact or circumstance to the extent necessary to make such representation, warranty, covenant or agreement true and correct; provided that if any such amendment, individually or in the aggregate with all -------- such other amendments, discloses facts and circumstances that constitute a Material Adverse Effect, then notwithstanding anything to the contrary in this Agreement, the other party (which shall be Xoom in the case of amendments by NBC, SNAP or GE Investments Sub and shall be NBC in the case of amendments by Xoom or Xenon 2) shall have the right to terminate this Agreement. Notwithstanding the foregoing, any change to a Schedule that refers solely to an item previously disclosed in the SEC Documents shall not be deemed to have a Material Adverse Effect on Xenon if such reference is to a specific section of a specific SEC Document.
Appears in 3 contracts
Samples: Merger Agreement (General Electric Co), Merger Agreement (Xoom Inc), Agreement and Plan of Contribution, Investment and Merger (Xoom Inc)
Amendments to Schedules. If no later than five business days prior to ----------------------- the Closing Date, Xoom, Xenon 2, NBC, SNAP or GE Investments Sub becomes aware of any fact or circumstance (whether or not it existed prior to the date hereofMay 9, 1999) which would make any representation, warranty, covenant or agreement of such party untrue, then such party shall be permitted to amend any Schedule to this Agreement so as to identify such fact or circumstance to the extent necessary to make such representation, warranty, covenant or agreement true and correct; provided PROVIDED that if any such amendment, individually or in the aggregate with all -------- such other amendments, discloses facts and circumstances that constitute a Material Adverse Effect, then notwithstanding anything to the contrary in this Agreement, the other party (which shall be Xoom in the case of amendments by NBC, SNAP or GE Investments Sub and shall be NBC in the case of amendments by Xoom or Xenon 2) shall have the right to terminate this Agreement. Notwithstanding the foregoing, any change to a Schedule that refers solely to an item previously disclosed in the SEC Documents shall not be deemed to have a Material Adverse Effect on Xenon if such reference is to a specific section of a specific SEC Document.
Appears in 2 contracts
Samples: Agreement and Plan of Contribution, Investment and Merger (Xoom Inc), Agreement and Plan of Contribution, Investment and Merger (General Electric Co)
Amendments to Schedules. If no later than five business days prior to ----------------------- the Closing Date, Xoom, Xenon 2, NBC, SNAP or GE Investments Sub becomes aware of any fact or circumstance (whether or not it existed prior to the date hereof) May 9, 1999 which would make any representation, warranty, covenant or agreement of such party untrue, then such party shall be permitted to amend any Schedule to this Agreement so as to identify such fact or circumstance to the extent necessary to make such representation, warranty, covenant or agreement true and correct; provided that if any such amendment, individually or in the aggregate with all -------- such other amendments, discloses facts and circumstances that constitute a Material Adverse Effect, then notwithstanding anything to the contrary in this Agreement, the other party (which shall be Xoom in the case of amendments by NBC, SNAP or GE Investments Sub and shall be NBC in the case of amendments by Xoom or Xenon 2) shall have the right to terminate this Agreement. Notwithstanding the foregoing, any change to a Schedule that refers solely to an item previously disclosed in the SEC Documents shall not be deemed to have a Material Adverse Effect on Xenon if such reference is to a specific section of a specific SEC Document.
Appears in 1 contract
Samples: Agreement and Plan of Contribution, Investment and Merger (General Electric Co)
Amendments to Schedules. If no later than five business days prior to ----------------------- the Closing Date, Xoom, Xenon 2, NBC, SNAP or GE Investments Sub becomes aware of any fact or circumstance (whether or not it existed prior to the date hereofMay 9, 1999) which would make any representation, warranty, covenant or agreement of such party untrue, then such party shall be permitted to amend any Schedule to this Agreement so as to identify such fact or circumstance to the extent necessary to make such representation, warranty, covenant or agreement true and correct; provided that if any such amendment, individually or in the aggregate with all -------- such other amendments, discloses facts and circumstances that constitute a Material Adverse Effect, then notwithstanding anything to the contrary in this Agreement, the other party (which shall be Xoom in the case of amendments by NBC, SNAP or GE Investments Sub and shall be NBC in the case of amendments by Xoom or Xenon 2) shall have the right to terminate this Agreement. Notwithstanding the foregoing, any change to a Schedule that refers solely to an item previously disclosed in the SEC Documents shall not be deemed to have a Material Adverse Effect on Xenon if such reference is to a specific section of a specific SEC Document.
Appears in 1 contract
Samples: Agreement and Plan of Contribution, Investment and Merger (General Electric Co)