Common use of Disclosure Schedule Updates Clause in Contracts

Disclosure Schedule Updates. Prior to the Effective Time, the Company will have the right, but not the duty, to update the Company Disclosure Schedules, and Bearing will have the right, but not the duty, to update the Bearing Disclosure Schedules, in each case by providing notice to the other in accordance with the terms of this Agreement, to add disclosures with respect to actions taken by or on behalf of such Party or its Subsidiaries after the date of this Agreement that are either (i) expressly contemplated by the terms of this Agreement or (ii) in the ordinary course of business and expressly permitted under the terms of this Agreement, including entering into new Company Material Contracts or Bearing Material Contracts, as applicable. Any such update, so long as it is provided at least two (2) Business Days prior to the Closing and otherwise fulfills the requirements of this Section 4.27 will be deemed to cure any inaccuracy or breach as of the Closing Date with respect to such matters, except to the extent that such matters would constitute, individually or in the aggregate, a Material Adverse Effect with respect to the disclosing Party.

Appears in 2 contracts

Samples: Merger Agreement (Bearing Resources Ltd.), Merger Agreement (Li3 Energy, Inc.)

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Disclosure Schedule Updates. Prior to During the Effective TimeInterim Period, the Company will have the right, but not the duty, to update the Company Disclosure Schedules, and Bearing the Purchaser will have the right, but not the duty, to update the Bearing Purchaser Disclosure Schedules, in each case by providing notice to the other in accordance with the terms of this Agreement, to add disclosures with respect to actions taken by or on behalf of such Party or its Subsidiaries after the date of this Agreement that are either (i) expressly contemplated by the terms of this Agreement or (ii) in the ordinary course of business and expressly permitted under the terms of this Agreement, including entering into new Company Material Contracts or Bearing Purchaser Material Contracts, as applicable. Any such update, so long as it is provided at least two (2) Business Days prior to the Closing and otherwise fulfills the requirements of this Section 4.27 5.20, will be deemed to cure any inaccuracy or breach as of the Closing Date with respect to such matters, except to the extent that such matters would constitute, individually or in the aggregate, a Material Adverse Effect with respect to the disclosing Party.

Appears in 2 contracts

Samples: Merger Agreement (Borqs Technologies, Inc.), Merger Agreement (Pacific Special Acquisition Corp.)

Disclosure Schedule Updates. Prior to During the Effective TimeInterim Period, the Company will have the right, but not the duty, to update the Company Disclosure Schedules, and Bearing SPAC will have the right, but not the duty, to update the Bearing SPAC Disclosure Schedules, in each case by providing notice to the other in accordance with the terms of this Agreement, to add disclosures with respect to actions taken by or on behalf of such Party or its Subsidiaries (or with respect to the Company, any Incorporated Entity) after the date of this Agreement that are either (i) expressly contemplated by the terms of this Agreement or (ii) in the ordinary course of business and expressly permitted under the terms of this Agreement, including entering into new Company Material Contracts or Bearing Material ContractsSections 5.2 and 5.3 hereof, as applicable. Any such update, so long as it is provided at least two (2) Business Days prior to the Closing and otherwise fulfills the requirements of this Section 4.27 5.23, will be deemed to cure any inaccuracy or breach as of the Closing Date with respect to such matters, except to the extent that such matters would constitute, individually or in the aggregate, a Material Adverse Effect with respect to the disclosing Party.

Appears in 2 contracts

Samples: Business Combination Agreement (Two), Business Combination Agreement (Two)

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Disclosure Schedule Updates. Prior to During the Effective TimeInterim Period, the Company and the Sellers will have the right, but not the duty, to update the Company Disclosure Schedules, and Bearing Parent will have the right, but not the duty, to update the Bearing Purchaser Parties Disclosure Schedules, in each case by providing notice to the other in accordance with the terms of this Agreement, to add disclosures with respect to actions taken by or on behalf of such Party party or its Subsidiaries after the date of this Agreement that are either (i) expressly contemplated by the terms of this Agreement or (ii) in the ordinary course of business and expressly permitted under the terms of this Agreement, including entering into new Company Material Contracts or Bearing Material Contractsunder Sections 7.1 and 7.2 hereof, as applicable. Any such update, so long as it is provided at least two five (25) Business Days prior to the Closing and otherwise fulfills the requirements of this Section 4.27 9.3, will be deemed to cure any inaccuracy or breach as of the Closing Date with respect to such matters, except to the extent that such matters would constitute, individually or in the aggregate, a Purchaser Parties Material Adverse Effect with respect to the disclosing Partyor Company Material Adverse Effect, as applicable.

Appears in 1 contract

Samples: Business Combination Agreement (Inception Growth Acquisition LTD)

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