Disclosure Schedule Supplements. From time to time after the date of this Agreement and prior to the Effective Time, the Company will supplement or amend the Company Disclosure Schedule with respect to any matter hereafter arising 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 Company Disclosure Schedule or which is necessary to correct any information in a schedule or in any representation and warranty of the Company which has been rendered inaccurate thereby. For purposes of determining the accuracy of the representations and warranties of the Company contained in this Agreement in order to determine the fulfillment of the conditions set forth in Article VI, the Company Disclosure Schedule 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 Schedule Supplements. Promptly after the Company becomes aware of the same, the Company shall supplement or amend the Schedules delivered by it in connection herewith with respect to any matter hereafter arising which, if existing, occurring or known by it at the date of this Agreement, would have been required to be set forth or described in such Schedules or which is necessary to correct any information in such Schedules that has been rendered inaccurate in any material respect thereby, and shall provide prompt written notice to the Buyer regarding the same. Except for purposes of Section 7.1 herein, the disclosure in any such supplement or amendment shall be treated for all purposes as having been included in the original Schedules at the time of the execution of this Agreement.
Disclosure Schedule Supplements. From time to time after the date of this Agreement and prior to the Effective Time, Parent will promptly supplement or amend the Parent Disclosure Schedule with respect to any matter hereafter arising 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 Parent Disclosure Schedule or which is necessary to correct any information in a schedule or in any representation and warranty of Parent which has been rendered inaccurate thereby. From time to time after the date of this Agreement and prior to the Effective Time, ASARCO will promptly supplement or amend the ASARCO Disclosure Schedule with respect to any matter hereafter arising 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 ASARCO Disclosure Schedule or which is necessary to correct any information in a schedule or in any representation and warranty of ASARCO which has been rendered inaccurate thereby.
Disclosure Schedule Supplements. From time to time after the date of this Agreement and prior to the Effective Time, Parent will promptly supplement or amend the Parent Disclosure Schedule with respect to any matter hereafter arising 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 Parent Disclosure Schedule or which is necessary to correct any information in a schedule or in any representation and warranty of Parent which has been rendered inaccurate thereby. From time to time after the date of this Agreement and prior to the Effective Time, Cyprus will promptly supplement or amend the Cyprus Disclosure Schedule with respect to any matter hereafter arising 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 Cyprus Disclosure Schedule or which is necessary to correct any information in a schedule or in any representation and warranty of Cyprus which has been rendered inaccurate thereby, other than Section 5.1(g) thereof which Cyprus shall have no authority to amend. For purposes of determining the accuracy of the representations and warranties of Parent and Cyprus contained in this Agreement in order to determine the fulfillment of the conditions set forth in Article VI, the Parent Disclosure Schedule and the Cyprus Disclosure Schedule 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 Schedule Supplements. From time to time after the date of this Agreement and prior to the Effective Time, SJW will promptly supplement or amend the SJW Disclosure Schedule with respect to any matter hereafter arising 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 SJW Disclosure Schedule or which is necessary to correct any information in a schedule or in any representation and warranty of SJW which has been rendered inaccurate thereby. From time to time after the date of this Agreement and prior to the Effective Time, Parent will promptly disclose in writing to SJW any matter hereafter arising 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 a disclosure schedule or which is necessary to correct any information in a schedule or in any representation and warranty of Parent or Merger Sub which has been rendered inaccurate thereby (including, for purposes of this Section 5.9 only, any representation or warranty set forth in Section 3.2(f) without regard to the words "As of the date hereof" therein). Each of SJW and Parent shall, within a reasonable period of time following any such disclosure, supplement or amendment, negotiate in good faith with respect to the consequences of any such disclosure, supplement or amendment. For purposes of determining the accuracy of the representations and warranties of SJW contained in this Agreement in order to determine the fulfillment of the conditions set forth in Section 6.2(a), the SJW Disclosure Schedule 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. For purposes of determining the accuracy of the representations and warranties of Parent contained in this Agreement in order to determine the fulfillment of the conditions set forth in Section 6.3(a), there shall be deemed to be no disclosure schedule of Parent, and the information contained in any written disclosure by Parent pursuant to this provision shall not be considered.
Disclosure Schedule Supplements. From time to time prior to the Closing, Seller shall supplement or amend the Disclosure Letter respect to any matter that, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Letter. The Disclosure Letter shall be deemed amended by all such supplements and amendments for all purposes (except for purposes of determining whether the conditions set forth in Section 9.2(b) of the Agreement have been satisfied), unless within ten (10) days from the receipt of such supplement or amendment Purchaser provides notice in good faith that the facts described in such supplement or amendment would reasonably be expected to have a Material Adverse Effect on the Acquired Assets.
Disclosure Schedule Supplements. (a) From time to time commencing on the date of this Agreement and until the Closing Date, the Company and Seller shall deliver to Buyer written notice of any event or development that would render any representation or warranty of the Company or Seller in this Agreement (including the Disclosure Schedule) inaccurate or incomplete due to the events or circumstances occurring after the date hereof such that the condition set forth in Section 7.3(a) would not reasonably be expected to be satisfied at Closing (each, a “Seller Schedule Supplement”). No Seller Schedule Supplement shall be deemed to cure any representation or warranty for purposes of or effect a waiver of the condition set forth in Section 7.3(a); however, if a Seller Schedule Supplement is delivered to Buyer by the Company or Seller and the Closing occurs in accordance with the terms of this Agreement, then Buyer shall not be entitled to seek indemnification in respect of the matters set forth on such Seller Schedule Supplement.
(b) From time to time commencing on the date of this Agreement and until the Closing Date, Buyer shall deliver to Seller written notice of any event or development that would render any representation or warranty of Buyer in this Agreement (including the Disclosure Schedule) inaccurate or incomplete due to the events or circumstances occurring after the date hereof such that the condition set forth in Section 7.2(a) would not reasonably be expected to be satisfied at Closing (each, a “Buyer Schedule Supplement”). No Buyer Schedule Supplement shall be deemed to cure any representation or warranty for purposes or effect a waiver of the condition set forth in Section 7.2(a); however, if a Buyer Schedule Supplement is delivered to Seller by Buyer and the Closing occurs in accordance with the terms of this Agreement, then Seller shall not be entitled to seek indemnification in respect of the matters set forth on such Buyer Schedule Supplement.
Disclosure Schedule Supplements. From time to time after the date of this Agreement and prior to the Effective Time, ASARCO will promptly supplement or amend the ASARCO Disclosure Schedule with respect to any matter hereafter arising 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 ASARCO Disclosure Schedule or which is necessary to correct any information in a schedule or in any representation and warranty of ASARCO which has been rendered inaccurate thereby. For purposes of determining the accuracy of the representations and warranties of ASARCO contained in this Agreement in order to determine the fulfillment of the conditions set forth in Sections 6.1, the ASARCO Disclosure Schedule 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 Schedule Supplements. From time to time after the date of this Agreement and prior to the Effective Time, the Company will promptly supplement or amend the Company Disclosure Schedule with respect to any matter hereafter arising 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 Company Disclosure Schedule or which is necessary to correct any information in a schedule or in any representation and warranty of the Company which has been rendered inaccurate thereby in any material respect. Notwithstanding the foregoing the Company shall not supplement or amend Section 5.1(a)(v) of the Company Disclosure Schedule. For purposes of determining the accuracy of the representations and warranties of the Company contained in this Agreement in order to determine the fulfillment of the conditions set forth in clause (e) of Annex A, the Company Disclosure Schedule 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 Schedule Supplements. Between the date of this Agreement and, to the extent practicable, the date that is two (2) Business Days prior to the Closing Date, Seller may supplement or amend the Seller Disclosure Schedule with respect to any matters arising from events that occur after the date hereof and prior to or on the Closing Date, which, if existing or occurring prior to the date hereof, would have been required to be set forth or described in the Seller Disclosure Schedule, or which supplement or amendment is necessary to correct an inaccurate immaterial disclosure (each, a “Disclosure Schedule Supplement”). For the purposes of determining whether the conditions set forth in Article VIII have been fulfilled and for indemnification under Article X, the Schedules shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude all information contained in any Disclosure Schedule Supplement, and any such information contained in any Disclosure Schedule Supplement shall not affect Buyer’s right to terminate this Agreement in accordance with Section 9.1(a)(iii)(B), or to obtain indemnification under Article X.
