Disclosure Schedule Supplement. At any time on or before the third business day prior to the Closing Date, any party may update particular sections of the Disclosure Schedule or DPII Disclosure Schedule, as the case may be, by delivering to DPII or Axys, as the case may be, a written description of a matter or event that first arises (and was reasonably foreseeable only after the date hereof (specifying the applicable sections of the Disclosure Schedule or DPII Disclosure Schedule, as the case may be, being updated) by each such matter or event) that would, if not for the update to the Disclosure Schedule or DPII Disclosure Schedule, as the case may be, contemplated thereby, result in one or more of the conditions set forth in Section 5.1, Section 5.2, Section 6.1 or Section 6.2 hereof not being satisfied at Closing; provided, that no such update shall be effective for purposes of determining whether any of the conditions set forth in Article VI hereof shall have been satisfied at Closing; provided, further, that no such update shall be effective unless accompanied by a written acknowledgment by such party that the matter or event described would, if not for the update to the applicable sections of the Disclosure Schedule or DPII Disclosure Schedule, as the case may be, provided for herein, result in one or more of the conditions set forth in Section 5.1, Section 5.2, Section 6.1 or Section 6.2 hereof not being satisfied and agreeing to terminate and abandon this Agreement pursuant to Section 10.1(a)(i) hereof at the option of the counterparty. If the Closing occurs, the Disclosure Schedule or DPII Disclosure Schedule, as the case may be, shall be deemed supplemental or amended for all purposes of the Agreement, including without limitation, Section 8.2.
Disclosure Schedule Supplement. All capitalized terms herein not otherwise defined have the meanings ascribed to them in the Credit Agreement.
Disclosure Schedule Supplement. The Seller may, from time to time prior to the Closing, by notice in accordance with the terms of this Agreement, supplement or amend any Schedule contained in the Disclosure Schedules in order to add information relating to, or resulting from, facts or events occurring subsequent to the execution of this Agreement (each, a “Disclosure Schedule Supplement”). In the event that the Seller provides any Disclosure Schedule Supplement, the matters set forth on such Disclosure Schedule Supplement shall not be effective to cure and correct any breach of any representation, warranty or covenant, which would have existed if Seller had not provided such Disclosure Schedule Supplement, including for purposes of termination rights or for determining satisfaction of any condition contained herein. In the event that, prior to the Closing, Seller provides Buyer a Disclosure Schedule Supplement pursuant to the terms of this Section 6.17 due to facts or events occurring subsequent to the execution of this Agreement that, but for this Section 6.17, would entitle Buyer to terminate this Agreement pursuant to Section 11.01(c) (a “Significant Schedule Supplement”), Buyer may terminate this Agreement in accordance with Section 11.01(c) within ten (10) Business Days of receipt of such Significant Schedule Supplement. If Buyer does not deliver a termination notice within such ten (10) Business Day period, Buyer shall be deemed to have waived any and all rights, remedies or other recourse to which Buyer might otherwise be entitled in respect of a breach that would be cured by such Significant Schedule Supplement, and such Significant Schedule Supplement shall be effective to cure and correct for all other purposes any breach of any representation, warranty or covenant which would have existed if Seller had not provided such Significant Schedule Supplement, and all references to any Schedule hereto which is supplemented or amended by such Significant Schedule Supplement shall for all purposes after the Closing be deemed to be a reference to such Schedule as so supplemented or amended.
Disclosure Schedule Supplement. From and after the date of this Agreement until the applicable Closing, the Group Companies and the Equityholder Representative shall provide prompt notice to the Buyer Parties if any representation or warranty made by the Equityholders and the Group Companies in this Agreement was, when made, or has subsequently become, untrue in any material respect in the form of an updated Disclosure Schedule (each, a “Schedule Supplement”). Each such Schedule Supplement shall be deemed to be incorporated into and to supplement and amend the Disclosure Schedule solely with respect to any matter arising (or, in the case of matters for which such party’s disclosure obligation hereunder is limited to the Knowledge of the applicable Company party, discovered) after the date hereof; provided, that no such amended, supplemental or new disclosure will (a) be deemed to have cured any breach of the representations and warranties set forth in Article 3 and Article 4 (i) for purposes of indemnification under Article 10 or (ii) of determining satisfaction of the closing conditions in Article 8 or (b) affect, limit, modify in any manner the indemnification obligations in Article 10, unless in each case, specifically agreed by the Buyer Parties in writing; provided, however, that, notwithstanding the foregoing, the Group Companies shall be entitled to update the Disclosure Schedule for Contracts required to be disclosed pursuant to Section 4.7 that are entered into between the date hereof and the applicable Closing Date, to the extent such Contracts are entered into in accordance with Section 6.4.
Disclosure Schedule Supplement. From time to time prior to the Closing, each Selling Shareholder and the Company, shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules with respect to any matter arising out of the Company’s operations.
Disclosure Schedule Supplement. 6.6.1 Between the Effective Date and the Closing Date, Sole Shareholder will promptly notify Buyer in writing if Sole Shareholder becomes aware of any fact or condition that causes or constitutes a material breach of any of the representations and warranties of Sellers or Sole Shareholder as of the date of this Agreement, or if Sole Shareholder becomes aware of the occurrence of any fact or condition that would cause or constitute a breach of any such representation or warranty had such representation or warranty made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in the Sellers’ Disclosure Schedule to ensure its accuracy or completeness as of the Closing Date, Sole Shareholder will promptly deliver to Buyer, on behalf of Sellers and Sole Shareholder, a supplement to the Sellers’ Disclosure Schedule describing such change (each such additional written disclosure, a “Disclosure Schedule Supplement”).
Disclosure Schedule Supplement. From time to time prior to the ------------------------------ Closing Date, with the written consent of Acquiror, Target may supplement or amend the Target Disclosure Schedule with respect to any matter arising after the date of this Agreement which, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule or which is necessary to correct any information in the Disclosure Schedule or in any representation or warranty of Target which has been rendered inaccurate by such after-occurring event. Notwithstanding any other provision of this Agreement, if the Closing occurs, the Disclosure Schedule, as amended and supplemented through the Closing Date, with the written consent of Acquiror, shall be deemed to be the Disclosure Schedule for all purposes of this Agreement, and no claim for breach of this Agreement or indemnification hereunder may be made with respect to any inaccuracy on the initial Disclosure Schedule or any supplement or amendment thereto which has been corrected in the Disclosure Schedule as amended or supplemented through the Closing Date.
Disclosure Schedule Supplement. The delivery of any Disclosure Schedule Supplement shall not affect Buyer's right to terminate this Agreement in accordance with Section 11.1(b)(i); provided, that Buyer may not exercise its right to terminate the Agreement pursuant to Section 11.1(b)(i) if Buyer does not do so within ten Business Days of its receipt of any such Disclosure Schedule Supplement.. If Buyer does not elect to terminate this Agreement as provided above, this Agreement shall remain in full force and effect subject to the express provisions hereof, (i) if the disclosure set forth in the applicable Disclosure Schedule Supplement relates to events that occurred after the date of this Agreement, then such Disclosures Schedule Supplement shall not constitute or be deemed to constitute a breach of the representations and warranties made by Selling Shareholder in Section 3 and (ii) if the disclosures set forth in the applicable Disclosure Schedule Supplement relates to events that occurred prior to the date of this Agreement and should have been disclosed on the Schedules delivered on the date of this Agreement, then such Disclosure Schedule Supplement shall in no way impact Buyer's ability to seek indemnification pursuant to Section 10 and the parties acknowledge and agree that the last sentence of Section 4.10 shall not affect Buyer's ability to seek indemnification in connection with the foregoing. Between the date of this Agreement and the Closing Date, Selling Shareholder will also promptly notify Buyer in writing of the occurrence of any breach of any covenant of Selling Shareholder in this Agreement or of the occurrence of any event that, insofar as can be reasonably foreseen, could make the satisfaction of the conditions in Section 7 impossible or unlikely to occur by the Closing Date. Best Efforts Between the date of this Agreement and the Closing Date, Selling Shareholder will use its Best Efforts to cause the conditions in Section 7 to be satisfied. Interim Financial Statements Between the date of this Agreement and the Closing Date, Selling Shareholder shall provide Buyer with an internally prepared, unaudited combined balance sheet and statement of operations of the Acquired Company for each month prior to the Closing Date. Such statements shall comply with the representation and warranty set forth in Section 3.5(a) and shall be provided within 30 days after the applicable month end. Assistance and Cooperation with Financing Selling Shareholder shall direct the Acquired Com...
Disclosure Schedule Supplement. From time to time prior to the Closing ------------------------------ Date, with the written consent of Acquiror, Target may supplement or amend the Target Disclosure Schedule with respect to any matter arising after the date of this Agreement which, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Target Disclosure Schedule or which is necessary to correct any information in the Target Disclosure Schedule or in any representation or warranty of Target which has been rendered inaccurate by such after-occurring event. Notwithstanding any other provision of this Agreement, if the Closing occurs, the Target Disclosure Schedule, as amended and supplemented through the Closing Date, with the written consent of Acquiror, shall be deemed to be the Target Disclosure Schedule for all purposes of this Agreement, and no claim for breach of this Agreement or indemnification hereunder may be made with respect to any inaccuracy on the initial Target Disclosure Schedule or any supplement or amendment thereto which has been corrected in the Target Disclosure Schedule as amended or supplemented through the Closing Date. Acquiror hereby consents to Target amending Section 2.2 of the Target Disclosure Schedule by attaching an updated Target Capitalization Table that is current as of the Closing Date showing any additional Target Common Stock issued to holders of Series A Preferred Warrants in the course of obtaining waivers of rights granted pursuant to such warrants or to holders of Related Party Debt or Unrelated Party Debt in consideration of the forgiveness or satisfaction of such debt, if such updated Target Capitalization Table does not include any Target Stockholder whose name was not set forth on the Target Capitalization Table attached to this Agreement on the date hereof.
