Disclosure Supplements, Etc Sample Clauses

Disclosure Supplements, Etc. Celtic will promptly notify SLM of any material event or change in the business or operation of Celtic or any Celtic Subsidiary. From time to time prior to the Effective Time, Celtic will supplement or amend the Celtic Schedules 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 a Celtic Schedule or which is necessary to complete or correct any information in the Celtic Schedules or in any representation or warranty of Celtic which has been rendered inaccurate thereby. For purposes of Articles VIII and IX hereof no such supplement or amendment to the Celtic Schedules or additional schedules shall be given effect but such supplement, amendment or additional schedule shall be given effect for purposes of claims with respect to breaches of representations and warranties pursuant to Article X of this Agreement. SLM and the Shareholders will promptly notify Celtic of any material event or change in the business or operation of SLM or any SLM Subsidiary. From time to time prior to the Effective Time, SLM and the Shareholders will supplement or amend the SLM Schedules 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 an SLM Schedule or which is necessary to complete or correct any information in the SLM Schedules or in any representation or warranty of SLM which has been rendered inaccurate thereby. For purposes of Articles VIII and IX hereof no such supplement or amendment to the SLM Schedules or additional schedules shall be given effect but such supplement, amendment or additional schedule shall be given effect for purposes of claims with respect to breaches of representations and warranties pursuant to Article X of this Agreement.
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Disclosure Supplements, Etc. Each Party will promptly notify each other Party of any material event or change in the business or operation of Pacific or Target respectively. From time to time prior to the Closing Time, each Party will supplement or amend its respective Schedules 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 a Schedule or which is necessary to complete or correct any information in a Schedules or in any representation or warranty of a Party which has been rendered inaccurate thereby.
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Disclosure Supplements, Etc. Each Party will promptly notify each other Party of any material event or change in the business or operation of Emerald or any Emerald Subsidiary. From time to time prior to the Closing Time, each Party will supplement or amend its respective Schedules 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 a Schedule or which is necessary to complete or correct any information in a Schedules or in any representation or warranty of a Party which has been rendered inaccurate thereby. For purposes of Articles VIII IX hereof no such supplement or amendment to and Disclosure Schedules or additional schedules shall be given effect but such supplement, amendment or additional schedule shall be given effect for purposes of claims with respect to breaches of representations and warranties pursuant to this Agreement.
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Disclosure Supplements, Etc. Emerald will promptly notify American Polymer of any material event or change in the business or operation of Emerald or any Emerald Subsidiary. From time to time prior to the Effective Time, Emerald will supplement or amend the Emerald Schedules 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 a Emerald Schedule or which is necessary to complete or correct any information in the Emerald Schedules or in any representation or warranty of Emerald which has been rendered inaccurate thereby. For purposes of Articles VII and VIII hereof no such supplement or amendment to the Emerald Schedules or additional schedules shall be given effect but such supplement, amendment or additional schedule shall be given effect for purposes of claims with respect to breaches of representations and warranties pursuant to Article IX of this Agreement. American Polymer will promptly notify Emerald of any material event or change in the business or operation of American Polymer or any American Polymer Subsidiary. From time to time prior to the Effective Time, American Polymer will supplement or amend the American Polymer Schedules 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 an American Polymer Schedule or which is necessary to complete or correct any information in the American Polymer Schedules or in any representation or warranty of American Polymer which has been rendered inaccurate thereby. For purposes of Articles VII and VIII hereof no such supplement or amendment to the American Polymer Schedules or additional schedules shall be given effect but such supplement, amendment or additional schedule shall be given effect for purposes of claims with respect to breaches of representations and warranties pursuant to Article IX of this Agreement.
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Related to Disclosure Supplements, Etc

  • Disclosure Supplements From time to time prior to the Effective Time, each party shall promptly supplement or amend any materials Previously Disclosed and delivered to the other party pursuant hereto with respect to any matter hereafter arising which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in materials Previously Disclosed to the other party or which is necessary to correct any information in such materials which has been rendered materially inaccurate thereby; no such supplement or amendment to such materials shall be deemed to have modified the representations, warranties and covenants of the parties for the purpose of determining whether the conditions set forth in Article VI hereof have been satisfied.

  • Supplements to Disclosure Schedules From time to time prior to the Closing Date, each party hereto shall supplement or amend its Disclosure Schedules with respect to any matter hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in its Disclosure Schedules or that is necessary to correct any information in its Disclosure Schedules or in its representations and warranties that have been rendered inaccurate thereby. The Disclosure Schedules delivered by a party hereto 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.

  • Amendments, Supplements, Etc This Agreement may be amended or supplemented at any time by additional written agreements as may mutually be determined by Purchaser and Seller to be necessary, desirable or expedient to further the purposes of this Agreement, or to clarify the intention of the parties hereto.

  • Disclosure Letters (a) Prior to the execution and delivery of this Agreement, each party has delivered to the other party a letter (its “Disclosure Letter”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of such party’s representations or warranties contained in Section 3.3 or to one or more of its covenants or agreements contained in Articles 4 or 5; provided, that (i) no such item is required to be set forth in a party’s Disclosure Letter as an exception to any representation or warranty of such party if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 3.2, and (ii) the mere inclusion of an item in a party’s Disclosure Letter as an exception to a representation or warranty shall not be deemed an admission by that party that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect (as defined herein) with respect to such party.

  • Supplement to Disclosure Schedules From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a "Schedule Supplement"). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 7.02 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within thirty (30) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter, but shall not have nor be deemed to have waived its right to indemnification under Section 8.02 with respect to such matter.

  • Company SEC Documents; Undisclosed Liabilities 3.5.1 Since July 1, 2013 (the “Applicable Date”), the Company has filed or furnished, as applicable, with the SEC on a timely basis all reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, (i) there has been no material correspondence between the SEC and the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in the Company SEC Documents, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any of the Company SEC Documents is the subject of ongoing SEC review.

  • Additional SEC Documents The Company shall deliver to Investor, promptly after the originals thereof are submitted to the SEC for filing, copies of all SEC Documents so furnished or submitted to the SEC.

  • Disclosure Letter (a) The disclosures in the Disclosure Letter, and those in any Supplement thereto, must relate only to the representations and warranties in the Section of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement.

  • SEC Documents; Undisclosed Liabilities The Company (and its subsidiaries that were previously publicly traded) have timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules"), have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise).

  • First USA Series Supplement The Amended and Restated Series 2002-CC Supplement, dated as of October 15, 2004, between the Bank, as Transferor and Servicer, and the FUSA Master Trust Trustee.

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