Disclosure Schedule Update. OMS Holdings and OMS shall have the right to disclose additional matters in a letter to OMP (a “Supplemental Disclosure Letter”) at any time prior to the tenth Business Day prior to the Closing Date, with respect to any event, condition, fact or circumstance that arises, or with respect to which OMS Holdings’ Knowledge is first obtained, following the date of this Agreement that, had such additional matters been existing or occurring or of which OMS Holdings had been aware as of the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules delivered to OMP on the date of this Agreement in order to make the representations and warranties true and correct as of the date of this Agreement and/or as of the Closing Date. OMP shall have ten Business Days after receipt of such Supplemental Disclosure Letter in which to review the Supplemental Disclosure Letter. If OMP has the right to terminate this Agreement pursuant to Section 13.1 as a result of any matter disclosed in such Supplemental Disclosure Letter, but does not exercise such termination right by giving written notice to OMS within ten Business Days after delivery of such Supplemental Disclosure Letter, then each supplement or amendment will be effective for purposes of Section 10.1(a), as if such supplement or amendment had been disclosed on the Disclosure Schedules delivered on the date of this Agreement, and OMP shall be deemed to have waived its right to subsequently assert that the conditions in Section 10.1(a) have not been satisfied on account thereof and OMP shall have no right to subsequently terminate this Agreement pursuant to Section 13.1 on account thereof; provided, however, that such Supplemental Disclosure Letter shall not be taken into account for purposes of Section 11.1 and shall not affect the rights of OMP to bring any claim against Oasis, OMS Holdings or OMS for indemnification under Section 11.1.
Disclosure Schedule Update. Shelby County shall promptly supplement, amend and update, upon the occurrence of any change prior to the Effective Time, and as of the Effective Time, the Disclosure Schedule with respect to any agreements, documents, matters or events hereafter arising which, if in existence or having occurred as of the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule or this Agreement and including, without limitation, any fact which, if existing or known as of the date hereof, would have made any of the representations or warranties of Shelby County or SCSB contained herein materially incorrect, untrue or misleading.
Disclosure Schedule Update. Between the Effective Date and the Closing Date, Seller shall notify Buyer of, and shall promptly supplement or amend the Seller’s Disclosure Schedules with respect to, any matter that: (i) may arise after the Effective Date and that, if existing or occurring at or prior to the Effective Date, would have been required to be set forth or described in a Disclosure Schedule; or (ii) makes it necessary to update or correct any information (including inaccurate, incomplete or missing information) in a Disclosure Schedule or in any representation and warranty of Seller, NRM or either Company that has been rendered inaccurate thereby, in each case to the extent such matter was not expressly permitted hereunder. No supplement or amendment to a Disclosure Schedule (including delivery of previously inaccurate, incomplete or missing information) or any delivery of a Disclosure Schedule after the Effective Date shall be deemed to cure any inaccuracy of any representation or warranty made in this Agreement or impair Buyers’ rights to terminate this Agreement pursuant to Section 12 hereof for any such previously inaccurate, incomplete or missing information.
Disclosure Schedule Update. MBC shall promptly supplement, amend and update, upon the occurrence of any change prior to the Effective Time, and as of the Effective Time, the Disclosure Schedule with respect to any matters or events hereafter arising which, if in existence or having occurred as of the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule or this Agreement and including, without limitation, any fact which, if existing or known as of the date hereof, would have made any of the representations or warranties of MBC contained herein incorrect, untrue or misleading. No such supplement, amendment or update shall become part of the Disclosure Schedule unless FIC shall have first consented in writing with respect thereto.
Disclosure Schedule Update. At least one (1) business day prior to Closing but no more than three (3) business days prior to Closing, Seller shall supplement or amend the Disclosure Schedule with respect to any matter that arises or is discovered after the date hereof that, if existing or known at the date hereof, would have been required to be set forth or listed in the Disclosure Schedule; provided that (i) no Section or Subsection of the Disclosure Schedule that qualifies a representation or warranty that speaks as of a particular date needs to be updated to reflect changes thereto since such date and (ii) no such supplemental or amended disclosure will be deemed to constitute a breach with respect to any of the representations and warranties hereunder if (A) it is required in connection with any pre-closing transaction of which Buyer is aware as of the date hereof or (B) (1) with respect to any representation or warranty that is not qualified by materiality, such disclosure is not of a material matter and (2) with respect to any representation or warranty that is qualified by materiality, such disclosure, if existing or known at the date hereof, would not have been required to be disclosed in the Disclosure Schedule on and as of the date hereof.
Disclosure Schedule Update. On or before the Closing Date, the Company may disclose to Purchaser in writing any exceptions to or variances from the representations and warranties in Section 3.1 that are discovered by the Company or that occur as a result of subsequent events or developments. Such disclosures shall, subject to the satisfaction of the condition set forth in Section 2.3(b)(i), amend and supplement the Disclosure Schedules and will be deemed to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such exception or variance; provided that, such exception or variance relates to an event or development which occurred after the date of this Agreement.
Disclosure Schedule Update. Community will promptly supplement, amend and update, upon the occurrence of any change prior to the Effective Time, and as of the Effective Time, the Disclosure Schedule with respect to any matters or events hereafter arising which, if in existence or having occurred as of the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule or this Agreement and including, without limitation, any fact which, if existing or known as of the date hereof, would have made any of the representations or warranties of Community or Bank contained herein materially incorrect, untrue or misleading.
Disclosure Schedule Update. Permanent shall promptly supplement, amend and update, upon the occurrence of any change prior to the Effective Time, and as of the Effective Time, the Disclosure Schedule with respect to any matters or events hereafter arising which, if in existence or having occurred as of the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule or this Agreement and including, without limitation, any fact which, if existing or known as of the date hereof, would have made any of the representations or warranties of Permanent contained herein incorrect, untrue or misleading. No such supplement, amendment or update shall become part of the Disclosure Schedule unless ONB shall have first consented in writing with respect thereto.
Disclosure Schedule Update. From time to time prior to the Acquisition Closing Date, any Party, as applicable, may amend or supplement the Disclosure Schedules attached to this Agreement relating to any representation or warranty contained in Article XVII, with respect to any fact, event or circumstance occurring after the Effective Date that, if existing or occurring at or prior to the Acquisition Closing Date, would have been required to be set forth Transmission Use and Capacity Exchange Agreement or described on such a Disclosure Schedule or that is necessary to complete or correct any information in any representation or warranty contained in Article XVII (a “Disclosure Schedule Update”); provided, that (a) the facts, events or circumstances disclosed in such amendment or supplement could not reasonably be expected to have a Material Adverse Effect and (b) if such facts, events or circumstances result from a breach of this Agreement by the amending or supplementing Party or its negligence, willful misconduct or fraud, such Party shall indemnify the other Parties and their respective Indemnified Persons for all Claims in connection with such facts, events or circumstances. The Parties acknowledge that no such indemnification obligation shall be deemed waived by the consummation of the Acquisition Closing. Each Disclosure Schedule Update delivered to the Parties shall be deemed to modify the representations and warranties herein for all purposes hereunder (except for purposes described in clause (b) above), and as modified and updated shall constitute the applicable Disclosure Schedule for purposes of Article XVII.
Disclosure Schedule Update. After the date hereof, as soon as reasonably practicable but not later than fourteen (14) days prior to the Closing Date, the Company may update (but not correct or supplement with information existing prior to the date hereof) sections of the Disclosure Schedule (other than Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.12, 4.26, 4.27, 4.29, 4.30, 4.33 and 4.36) by delivering such updated information to the Investors, in writing, expressly stating the sections of the Disclosure Schedule that are to be so updated; provided, that any such updates of the Disclosure Schedule shall require the express written consent of the Investors to be effective, which consent shall be given or withheld at the Investors' sole discretion. If the Investors give such consent, such updated Disclosure Schedule shall supersede any previous Disclosure Schedule as of the date of such consent. This shall be the exclusive means to update the Disclosure Schedule and no other modifications thereof shall be permitted.
