Common use of Delivery of Schedules; Notice of Developments; Update of Schedules Clause in Contracts

Delivery of Schedules; Notice of Developments; Update of Schedules. (a) The Sellers will give prompt written notice to Purchaser of any development causing a breach of any of the representations and warranties in Article III above. No disclosure by the Sellers pursuant to this Section 5.7, however, shall be deemed to amend or supplement the Schedules, unless set forth in the Revised Schedules (as defined below) in accordance with and subject to the terms of subparagraph (b) of this Section 5.7, or to prevent or cure any misrepresentation or breach of warranty; provided, however, if Purchaser determines not to terminate this Agreement pursuant to Section 11.1 and to consummate the transactions contemplated hereby despite the existence of a misrepresentation or breach of warranty of which Purchaser has been informed in writing by the Sellers, the facts giving rise to such misrepresentation or breach may be set forth in the Revised Schedules (as defined below) at Closing and such disclosure shall be deemed to amend or supplement the Schedules for purposes of curing such misrepresentation or breach of warranty.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Uti Corp)

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Delivery of Schedules; Notice of Developments; Update of Schedules. (a) The Sellers will give prompt written notice to Purchaser of any development causing a breach of any of the representations and warranties in Article III IV above. No disclosure by the Sellers pursuant to this Section 5.76.7, however, shall be deemed to amend or supplement the Schedules, unless set forth in the Revised Schedules (as defined below) in accordance with and subject to the terms of subparagraph (b) of this Section 5.76.7, or to prevent or cure any misrepresentation or breach of warranty; provided, however, if Purchaser determines not to terminate this Agreement pursuant to Section 11.1 12.1 and to consummate the transactions contemplated hereby despite the existence of a misrepresentation or breach of warranty of which Purchaser has been informed in writing by the Sellers, the facts giving rise to such misrepresentation or breach may be set forth in the Revised Schedules (as defined below) at Closing and such disclosure shall be deemed to amend or supplement the Schedules for purposes of curing such misrepresentation or breach of warranty.

Appears in 1 contract

Samples: Share Purchase Agreement (Uti Corp)

Delivery of Schedules; Notice of Developments; Update of Schedules. (a) The Sellers Purchaser will give prompt written notice to Purchaser Sellers of any development causing a breach of any of the representations and warranties in Article III V above. No disclosure by the Sellers Purchaser pursuant to this Section 5.77.3, however, shall be deemed to amend or supplement the Schedules, unless set forth in the Revised Schedules (as defined below) in accordance with and subject to the terms of subparagraph (b) of this Section 5.77.3, or to prevent or cure any misrepresentation or breach of warranty; provided, however, if Purchaser determines not to terminate this Agreement pursuant to Section 11.1 and to consummate the transactions contemplated hereby are consummated despite the existence of a misrepresentation or breach of warranty of which Purchaser has Sellers have been informed in writing by the SellersPurchaser, the facts giving rise to such misrepresentation or breach may be set forth in the Revised Schedules (as defined below) at Closing and such disclosure shall be deemed to amend or supplement the Schedules for purposes of curing such misrepresentation or breach of warranty.

Appears in 1 contract

Samples: Share Purchase Agreement (Uti Corp)

Delivery of Schedules; Notice of Developments; Update of Schedules. (a) The Sellers Principal Shareholders will give prompt written notice to Purchaser of any development causing a breach of any of the representations and warranties in Article III IV above. No disclosure by the Sellers Principal Shareholders pursuant to this Section 5.76.7, however, shall be deemed to amend or supplement the Schedules, unless set forth in the Revised Schedules (as defined below) in accordance with and subject to the terms of subparagraph (b) of this Section 5.7, or to prevent or cure any misrepresentation or breach of warranty6.7; provided, however, if Purchaser determines not to terminate this Agreement pursuant to Section 11.1 12.1 and to consummate the transactions contemplated hereby despite the existence of a misrepresentation or breach of warranty of which Purchaser has been informed in writing by the Sellers, the facts giving rise to such misrepresentation or breach may be set forth in the Revised Schedules (as defined below) at Closing and such disclosure shall be deemed to amend or supplement the Schedules for purposes of curing such misrepresentation or breach of warranty.

Appears in 1 contract

Samples: Share Purchase Agreement (Uti Corp)

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Delivery of Schedules; Notice of Developments; Update of Schedules. (a) The Company will, and Sellers will cause the Company to, give prompt written notice to Purchaser of any development causing a breach of any of the representations and warranties in Article III above. No disclosure by the Company or Sellers pursuant to this Section 5.7, however, shall be deemed to amend or supplement the Schedules, unless set forth in the Revised Schedules (as defined below) in accordance with and subject to the terms of subparagraph (b) of this Section 5.7, or to prevent or cure any misrepresentation or breach of warranty; provided, however, if Purchaser determines not to terminate this Agreement pursuant to Section 11.1 and to consummate the transactions contemplated hereby despite the existence of a misrepresentation or breach of warranty of which Purchaser has been informed in writing by the Company or Sellers, the facts giving rise to such misrepresentation or breach may be set forth in the Revised Schedules (as defined below) at Closing and such disclosure shall be deemed to amend or supplement the Schedules for purposes of curing such misrepresentation or breach of warranty.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Petroleum Place Inc)

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