Disclosure Supplement. The Company shall have the right to supplement its disclosure to Buyer with respect to any matter arising after the date of this Agreement that, if existing or occurring on or prior to the date of this Agreement, would have been required to be set forth or described in any schedule hereto. If such additional information set forth in such supplement (together with any additional information set forth in the disclosure schedules and any prior supplement) reveal facts, events or circumstances that Buyer reasonably believes will have, individually or in the aggregate, a Material Adverse Effect, then the condition stated in Section 5.02(a) shall be deemed not to have been satisfied and this Agreement may be terminated by Buyer.
Disclosure Supplement. If, prior to closing, any seller has actual knowledge of an error, inaccuracy, or omission in any prior disclosure document after delivery of that disclosure document to a prospective buyer, that seller shall supplement the prior disclosure document with a written supplemental disclosure.
Disclosure Supplement. The Company shall have the right from time to time prior to the Closing to supplement or amend the Company Disclosure Letter with respect to any matter hereafter arising that, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Company Disclosure Letter; provided that without the consent of Buyer no such updates shall be taken into account for purposes of determining whether or not the conditions set forth in Section 5.1 are satisfied or in determining whether Seller or the Company has breached any of its respective representations and warranties or covenants or other agreements for any purpose under this Agreement.
Disclosure Supplement. From time to time prior to 5:00 p.m. New York City time on July 30, 1998, Seller may supplement or amend the Disclosure Schedule with respect to any matter hereafter arising or any information obtained after the date hereof. Any supplement to or amendment of the Disclosure Schedule shall be treated for all purposes of this Agreement as though the matters identified or described therein had been included in the Disclosure Schedule delivered by Seller contemporaneously with the execution and delivery of this Agreement.
Disclosure Supplement. Each party shall have the right from time to time prior to the Closing to supplement or amend its Disclosure Letter with respect to any matter hereafter arising that, if existing or known at the date of this Agreement, would have been required to be set forth or described in such Disclosure Letter. Any such supplemental or amended disclosure shall not be deemed to have cured any breach of any representation or warranty made in this Agreement for purposes of Article IX, and will not be deemed to have cured any such breach made in this Agreement nor to have been disclosed as of the date of this Agreement for purposes of determining whether or not the conditions set forth in Article VII hereof have been satisfied.
Disclosure Supplement. (a) From the date of this Agreement until the earlier to occur of the Closing Date or the termination of this Agreement pursuant to Article 10, Seller shall provide prompt written notice (each, a “Seller Notice”) to Purchasers of (i) the failure of any of the representations and warranties set forth in Article 5 to be true and correct in any material respect (subject to any qualifications set forth in the applicable representation or warranty or Disclosure Letter), (ii) events or conditions that could reasonably result in the conditions set forth in Sections 8.2(a), (b) or (c) not being satisfied, (iii) any circumstance that would reasonably be expected to result in a Material Adverse Effect or (iv) any Product Registration becoming invalid or not in full force and effect.
(b) In the event Seller delivers a notice to Purchasers that (i) identifies any matter, event or fact which first arises after the date of this Agreement and prior to Closing (a “Subsequent Event”), and (ii) contains an express affirmative statement by Seller that Purchasers have the right to terminate this Agreement pursuant to Section 10.1(d) as a result of the conditions precedent set forth in Sections 8.2(a), (b) or (c) not being fulfilled (each such written notification, a “Termination Right Notice”), such Termination Right Notice shall also be accompanied by a supplement to the Schedules specifying such change or changes as are necessary to reflect the Subsequent Event (a “Disclosure Supplement”); provided, however that Seller shall not be permitted to deliver to Purchasers any Termination Right Notice and Disclosure Supplement less than *** Business Days prior to the Closing.
(c) Any notification of matters, facts or events delivered in any notice pursuant to Section 7.1.6(a) that does not rise to the level to permit Purchasers to terminate this Agreement pursuant to Section 10.1(d) shall not permit the delivery of a Disclosure Supplement by Seller and shall not limit otherwise existing indemnification rights of the Purchaser Indemnified Parties.
(d) As of the Closing, if Purchasers shall have waived their right to terminate this Agreement with respect to a Termination Right Notice and Disclosure Supplement, then the Schedules shall thereupon be deemed to be amended by such Disclosure Supplement and the Purchaser Indemnified Parties shall be deemed to have waived any claim for indemnification pursuant to Article 9 of this Agreement based on any breach of representation or warranty...
Disclosure Supplement. During the period from the date hereof to the Closing Date, the Sellers shall be entitled to supplement and amend the Schedules to the Disclosure Letter to update information, events, agreements, transactions or occurrences to be set forth therein, in each case, promptly after the Sellers become aware of any such information, events, agreements, transactions or occurrences, provided that no such supplement or amendment shall be made to add, modify or update any information, events, agreements, transactions or occurrences if such supplement or amendment arises from matters existing on or prior to the date hereof; and provided further that such supplement or amendment shall be deemed disclosed but shall not qualify, or constitute exceptions to, any representations and warranties of Sellers contained in Article IV or limit Purchaser's right to indemnification under Article VII. Notwithstanding the foregoing, in case such supplement or amendment would constitute, or would be expected to result in, a Material Adverse Change, Purchaser shall be entitled not to consummate the transactions contemplated by this Agreement and to terminate the Agreement in accordance with Section 8.1 below.
Disclosure Supplement. (a) Seller hereby delivers to Buyer a supplement to the Seller Disclosure Schedule (the "SELLER DISCLOSURE SUPPLEMENT"), in the form attached hereto. The Seller Disclosure Supplement shall amend the Seller Disclosure Schedule and such amendment shall be effective as of February 9, 1999. Each reference to the Seller Disclosure Schedule in the Agreement shall be deemed to refer the Seller Disclosure Schedule as amended and supplemented by the Seller Disclosure Supplement."
(b) Buyer hereby delivers to Seller a supplement to the Buyer Disclosure Schedule (the "BUYER DISCLOSURE SUPPLEMENT"), in the form attached hereto. The Buyer Disclosure Supplement shall amend the Buyer Disclosure Schedule and such amendment shall be effective as of February 9, 1999. Each reference to the Buyer Disclosure Schedule in the Agreement shall be deemed to refer the Buyer Disclosure Schedule as amended and supplemented by the Buyer Disclosure Supplement."
SECTION 8. AMENDMENT TO SECTION 5.02(K). Section 5.02(k) is hereby amended by inserting ", for each such individual lease," after the word "which".
SECTION 9. AMENDMENT TO SECTION 5.11(A). (a) Section 5.11(a) is hereby amended by deleting "Exhibit 5.11
(a) therefrom and replacing it with "Section 5.11(a) of the Seller Disclosure Schedule".
(b) Section 5.11(a) is hereby further amended by deleting "Section 5.13(a)" therefrom and replacing it with "Section 5.11(a)".
SECTION 10. NEW SECTION 5.13. A new Section 5.13 is hereby added to read as follows:
Disclosure Supplement. From time to time prior to the Closing, the Company may supplement or amend the Disclosure Schedule with respect to any matter (i) which may arise hereafter and which, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described in the Disclosure Schedule, or (ii) which makes it necessary to correct or update any information in the Disclosure Schedule or in any representation and warranty of the Company which has been rendered inaccurate thereby. Any such supplements or amendments to the Disclosure Schedule after the date hereof and prior to the Closing which, in the aggregate, have a material adverse effect, may, at Acquirer’s option, be declared by Acquirer within five (5) Business Days after such supplement or amendment to be a breach of this Agreement; provided, however, that, notwithstanding anything to the contrary, Acquirer’s sole and exclusive remedy for such breach shall be to terminate this Agreement and Acquirer shall be deemed to have waived actual or other monetary damages in connection with such breach; provided, further, notwithstanding any such supplements or amendments to the Disclosure Schedule to this Agreement, if Acquirer does not terminate and proceeds with the Closing, then the Disclosure Schedule and the related representations and warranties shall be deemed modified as of the Closing to the extent set forth in such supplements or amendments and Acquirer shall be deemed to have waived any and all claims for Losses in respect of such supplements or amendments.
Disclosure Supplement. 44 7.15. AHP GUARANTY REMOVAL...................................... 44 7.16. COOPERATION............................................... 44 7.17. ASSUMPTION ............................................... 45 ARTICLE VIII.
