Disclosure Update Sample Clauses

Disclosure Update. From time to time prior to the Closing Date, the Seller shall supplement or amend and deliver updates to the Disclosure Schedule (each a "Disclosure Update") which are necessary to complete or correct any information in the Disclosure Schedule or in any representation or warranty of the Seller which has been rendered inaccurate since the date of execution and delivery of this Agreement. The Buyer shall waive any right not to close on the basis of such Disclosure Updates, unless (a) the Disclosure Updates constitute all or a portion of any Material Adverse Effect as described in Section 8.08 of this Agreement, or (b) the Buyer notifies the Seller in writing within ten (10) Business Days after receipt of the Disclosure Update, that it will refuse to close as a result of such Disclosure Update, and setting forth the basis for such refusal; provided, however, that the Seller shall have the ability, within thirty (30) Business Days after written notice to the Buyer, to cure any deficiency or breach identified in the notice provided to the Seller. Any Disclosure Update delivered pursuant to this Section 10.03 shall not constitute a breach by the Seller of any of its representations or warranties hereunder.

Disclosure Update. (a) Without prejudice to clauses 4.5, 6.3 or 6.4, the Corporation shall have the right to terminate this Agreement (other than the surviving clauses referred to in clause 14.4) prior to Completion with immediate effect and without liability (save in respect of claims arising out of any antecedent breach of this Agreement) if any matter, event or circumstance that is Disclosed pursuant to a Disclosure Update would otherwise constitute a material breach of any of the Warranties.

Disclosure Update. From time to time prior to the Closing Date, KEG may, at its option, deliver, supplement and amend the Disclosure Schedules, that are necessary to complete or correct any information in such Disclosure Schedules or in any representation or warranty of KEG. Once delivered to PHI, the Disclosure Schedules shall be deemed to have been amended as of the Effective Date, to have qualified the representations and warranties contained in Section 3 as of the Effective Date of this Agreement, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the existence of such matter, and PHI shall have no right to indemnification under Section 10.1 with respect to such matter.

Disclosure Update. Seller shall furnish to Purchaser on the date that is two Business Days immediately preceding the Closing Date either (i) a supplement or amendment to the Seller Disclosure Schedule with respect to any matter existing to Seller’s Knowledge as of that date which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in the Seller Disclosure Schedule or which is necessary to correct any information therein which has been rendered materially inaccurate thereby, or (ii) written confirmation that no supplement or update is required as of that date. No supplement or amendment to the Seller Disclosure Schedule shall have any effect for the purpose of determining satisfaction of the conditions set forth in Article IX or shall relieve Seller of any liability hereunder. Purchaser agrees that a failure to make a disclosure in accordance with the first sentence of this Section 6.6, or the fact that any disclosure made is incomplete or inaccurate, shall not constitute a breach of a covenant or obligation for purposes of determining whether the condition to Closing set forth in Section 9.3(b) is satisfied or whether grounds for termination of this Agreement exist pursuant to Section 10.1(b).

Disclosure Update. From time to time prior to the Closing Date, KCCO may, at its option, deliver, supplement and amend the Disclosure Schedules, that are necessary to complete or correct any information in such Disclosure Schedules or in any representation or warranty of KCCO. Once delivered to PHIL, the Disclosure Schedules shall be deemed to have been amended as of the Effective Date, to have qualified the representations and warranties contained in Section 3 as of the Effective Date of this Agreement, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the existence of such matter, and PHIL shall have no right to indemnification under Section 10.1 with respect to such matter.