Common use of Disclosure of Certain Matters Clause in Contracts

Disclosure of Certain Matters. Each of Parent and the Company will provide the other with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VII will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Prospectus/Proxy Statement. The parties shall have the obligation to supplement or amend the Company Schedule and Parent Schedule (the “Disclosure Schedule”) being delivered concurrently with the execution of this Agreement and annexed hereto 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 Disclosure Schedule. The obligations of the parties to amend or supplement the Disclosure Schedule being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 7.2(a), 7.3(a), 8.1(a)(i), 9.1(d) and 9.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedule as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 5.1 or otherwise expressly contemplated by this Agreement or which are set forth in the Disclosure Schedule as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Parent Buyer and the Company Sellers will provide the other with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VII will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of the CompanyBuyer or Sellers, or (e) would require any amendment or supplement to the Prospectus/Proxy Statement. The parties shall have the obligation to supplement or amend the Company Schedule and Parent Schedule (the “Disclosure Schedule”) Schedules being delivered concurrently with the execution of this Agreement and annexed hereto 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 Disclosure ScheduleSchedules. The obligations of the parties to amend or supplement the Disclosure Schedule Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 7.2(a), 7.3(a), 8.1(a)(i), 8.2(a)(i), 9.1(d) and 9.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedule Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 5.1 or otherwise expressly contemplated by this Agreement or which are set forth in the Disclosure Schedule Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Parent and the Company will provide the other with prompt written notice of any event, development or condition that (ai) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (bii) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (ciii) gives such party any reason to believe that any of the conditions set forth in Article VII VI will not be satisfied, or (div) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of Parent or the Company, or (e) would require any amendment or supplement to the Prospectus/Proxy Statement. The parties Company shall have the obligation to supplement or amend the Company Schedule and Parent Schedule Schedules (the “Disclosure ScheduleSchedules”) being delivered concurrently with the execution of this Agreement and annexed hereto 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 Disclosure ScheduleSchedules. The obligations of the parties Company to amend or supplement the Disclosure Schedule Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i), 9.1(d7.1(d) and 9.1(e7.1(e), the representations and warranties of the parties Company shall be made with reference to the Disclosure Schedule Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 5.1 4.1 or otherwise expressly contemplated by this Agreement or which are set forth in the Disclosure Schedule Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Parent and the Company will provide the other with prompt written notice of any event, development or condition that (a) would cause any of such party’s 's representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VII VI will not be satisfied, (d) is of a nature that is or may be materially material adverse to the operations, prospects or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Prospectus/Proxy Statement. The parties shall have the obligation to supplement or amend the Company Schedule Schedules and Parent Schedule Schedules (the “"Disclosure Schedule”Schedules") being delivered concurrently with the execution of this Agreement and annexed hereto 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 Disclosure ScheduleSchedules. The obligations of the parties to amend or supplement the Disclosure Schedule Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedule Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 5.1 4.1 or otherwise expressly contemplated by this Agreement or which are set forth in the Disclosure Schedule Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Parent and the Company will provide the other with prompt written notice of any event, development or condition that (a) would cause any of such party’s 's representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VII VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of Parent or the Company, or (e) would require any amendment or supplement to the Prospectus/Proxy Statement. The parties shall have the obligation to supplement or amend the Company Schedule Schedules and Parent Schedule Schedules (the “"Disclosure Schedule”Schedules") being delivered concurrently with the execution of this Agreement and annexed hereto 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 Disclosure ScheduleSchedules. The obligations of the parties to amend or supplement the Disclosure Schedule Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedule Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 5.1 4.1 or otherwise expressly contemplated by this Agreement or which are set forth in the Disclosure Schedule Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Parent and the Company will provide the other with prompt written notice of any event, development or condition that (a) would cause any of such party’s 's representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VII VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Prospectus/Proxy Statement. The parties shall have the obligation to supplement or amend the Company Schedule Schedules and Parent Schedule Schedules (the “"Disclosure Schedule”Schedules") being delivered concurrently with the execution of this Agreement and annexed hereto 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 Disclosure ScheduleSchedules. The obligations of the parties to amend or supplement the Disclosure Schedule Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedule Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 5.1 4.1 or otherwise expressly contemplated by this Agreement or which are set forth in the Disclosure Schedule Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Parent Noble and the Company will provide the other with prompt written notice of any event, development or condition that (ai) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (bii) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (ciii) gives such party any reason to believe that any of the conditions set forth in Article VII VI will not be satisfied, or (div) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of Noble or the Company, or (e) would require any amendment or supplement to the Prospectus/Proxy Statement. The parties Company shall have the obligation to supplement or amend the Company Schedule and Parent Schedule (the “Disclosure Schedule”) Schedules being delivered concurrently with the execution of this Agreement and annexed hereto 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 Company Disclosure ScheduleSchedules. The obligations of the parties Company to amend or supplement the Company Disclosure Schedule Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i), 9.1(d7.1(d) and 9.1(e7.1(e), the representations and warranties of the parties Company shall be made with reference to the Company Disclosure Schedule Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Section 4.1 of the Company Disclosure Schedule 5.1 or otherwise expressly contemplated by this Agreement or which are set forth in other sections of the Company Disclosure Schedule as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Parent CDSI and the Company SG Blocks will provide the other with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives rise to the reasonable expectation by such party any reason to believe that any of the conditions set forth in Article VII VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of the CompanySG Blocks or CDSI, or (e) would require any amendment or supplement to the Prospectus/Proxy StatementSchedule 14f. The parties shall have the obligation to supplement or amend the Company Schedule SG Blocks Schedules and Parent Schedule CDSI Schedules (the “Disclosure ScheduleSchedules”) being delivered concurrently with the execution of this Agreement and annexed hereto 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 Disclosure ScheduleSchedules. The obligations of the parties to amend or supplement the Disclosure Schedule Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 7.2(a7.1(a)(i), 7.3(a), 8.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedule Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 5.1 4.1 or otherwise expressly contemplated by this Agreement or which that are set forth in the Disclosure Schedule Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Parent and the Company will provide the other others with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VII VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Prospectus/Proxy Statement. The parties shall have the obligation to supplement or amend the Company Schedule Schedules and Parent Schedule Schedules (the “Disclosure ScheduleSchedules”) being delivered concurrently with the execution of this Agreement and annexed hereto 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 Disclosure ScheduleSchedules. The obligations of the parties to amend or supplement the Disclosure Schedule Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d7.1(b)(i), 8.1(d) and 9.1(e8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedule Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 5.1 4.1 or otherwise expressly contemplated by this Agreement or which that are set forth in the Disclosure Schedule Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Parent Purchaser, the Company and the Company Shareholder will provide the other others with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VII VI will not be satisfied, (d) is of a nature that is or may would be materially adverse reasonably likely to the operations, prospects or condition (financial or otherwise) of have a Material Adverse Effect on the Company, or (e) would require any amendment or supplement to the Prospectus/Proxy Statement. The parties shall have the obligation to supplement or amend the Company Schedule and Parent the Purchaser Schedule (the “Disclosure ScheduleSchedules”) being delivered concurrently with the execution of this Agreement and annexed hereto 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 Disclosure ScheduleSchedules. The obligations of the parties to amend or supplement the Disclosure Schedule Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedule Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 5.1 or otherwise expressly contemplated by this Agreement or which are set forth in the Disclosure Schedule Schedules as they exist on the date of this Agreement.