Duty to Supplement. (a) Promptly upon the Company's or the Seller's discovery of the occurrence of any development, event, circumstance or condition that, individually or in the aggregate, may have a Material Adverse Effect upon the Shares, or the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Company or any of its Subsidiaries, the Seller shall, and shall cause the Company or the applicable Subsidiary to, as the case may be, notify the Purchaser of such development, event, circumstance or condition. In the event that the Purchaser receives such notice or otherwise discovers the fact of any such development, event, circumstance or condition, the Purchaser shall be entitled, in its sole discretion, to terminate this Agreement within ten (10) days after so discovering without further obligation or liability upon the delivery of written notice to the Seller to that effect; provided, however, that before Purchaser may exercise its termination right, it must afford the Company and Seller the opportunity to cure the matter giving rise to the termination right (but for no longer than five days following the date Purchaser notifies the Company or Seller of its intent to terminate) unless, in the judgement of the managing underwriter of the Initial Public Offering, any such cure period might adversely affect the Initial Public Offering.
(b) Promptly upon the Company's or Seller's discovery of any fact, event, condition or circumstance that causes any representation or warranty made by the Company or the Seller to the Purchaser in this Agreement to become untrue or inaccurate at any time after the date of this Agreement, the Seller shall, and shall cause the Company and its Subsidiaries to, notify the Purchaser of such fact, event, condition or circumstance.
Duty to Supplement. 44 5.5. Information Required For Purchase Financing Transactions........44 5.6. Performance of Conditions.......................................45 5.7. Conduct of Business.............................................45 5.8. Negative Covenants..............................................46 5.9. Exclusive Negotiation...........................................48 5.10. Public Announcements...........................................49 5.11.
Duty to Supplement. If the Parent or the Company discovers any fact, event, condition or circumstance that causes any representation or warranty made by the Parent or the Company to the Buyer in this Agreement to become untrue or inaccurate at any time after the date of this Agreement and prior to the Closing Date, the Parent or the Company shall promptly (but in no event later than four (4) business days) notify the Buyer of such fact, event, condition or circumstance. If the Parent or the Company discovers any development, event, circumstance or condition occurring after the date hereof and prior to the Closing Date that individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect, the Parent or the Company shall promptly (but in no event later than four (4) business days) notify the Buyer of such development, event or circumstance or condition. No supplement or amendment to a disclosure schedule shall be deemed to supplement or amend such disclosure schedule for purposes of (a) determining the accuracy of any of the representations and warranties made by any party in this Agreement or (b) determining whether any condition to any party’s obligations to consummate the transaction contemplated hereby has been satisfied. If any Buyer Party discovers any fact, event, condition or circumstance that causes any representation or warranty made by the Buyer Parties to the Parent in this Agreement to become untrue or inaccurate at any time after the date of this Agreement and prior to the Closing Date, such Buyer Party shall promptly (but in no event later than four (4) business days) notify the Parent of such fact, event, condition or circumstance. If any Buyer Party discovers any development, event, circumstance or condition occurring after the date hereof and prior to the Closing Date that individually or in the aggregate, would reasonably be expected to have a Buyer Material Adverse Effect, such Buyer Party shall promptly (but in no event later than four (4) business days) notify the Parent of such development, event or circumstance or condition. No supplement or amendment to a disclosure schedule shall be deemed to supplement or amend such disclosure schedule for purposes of (a) determining the accuracy of any of the representations and warranties made by any party in this Agreement or (b) determining whether any condition to any party’s obligations to consummate the transaction contemplated hereby has been satisfied.
Duty to Supplement. The Company shall furnish to the Collateral Agent supplements to the exhibits to this Agreement showing any changes to the information set forth in such exhibits not previously furnished to the Collateral Agent in writing as soon as possible after the end of each fiscal quarter and in any event (i) within 90 days after the end of each fiscal year of the Company and (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company.
Duty to Supplement. Promptly upon Target’s discovery of the occurrence of any development, event, circumstance or condition occurring after the date hereof that, individually or in the aggregate, could be expected to have a Target Material Adverse Effect or that has resulted or is likely to result in any condition set forth in Section 7 not being satisfied, Target shall notify Acquiror of such development, event or circumstance or condition. Two (2) business days prior to the Closing, Target shall deliver to Acquiror an updated version of the Target Disclosure Schedule and updated schedules set forth in Section 2.6 reflecting updates or other facts, events, conditions, or circumstances since the date of this Agreement.
Duty to Supplement. To the extent that any productions are made prior to the review of the sample by the Division, supplemental productions will be required if there are any changes to responsiveness criteria that are made as a result of the Division’s review of the sample.
Duty to Supplement. 37 5.5. Information Required For Purchaser Financing Transactions.......38 5.6. Performance of Conditions.......................................38 5.7. Conduct of Business.............................................38 5.8. Negative Covenants..............................................40 5.9. Exclusive Negotiation...........................................42 5.10. Public Announcements...........................................42 5.11. Amendment of Schedules.........................................42 5.12. Cooperation in Preparation of Registration Statement...........43 5.13. Examination of Final Financial Statement.......................44 5.14. Lock-Up Agreements.............................................44 5.15. Compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the "Xxxx-Xxxxx Act")............................45 5.16. Transaction Bonuses............................................45 5.17. Lease..........................................................45
Duty to Supplement. SELLER has a duty to supplement any and all schedules, documents, information or disclosures between the date this Agreement is executed and the Closing Date.
Duty to Supplement. Should Seller receive notice or knowledge of any information regarding any of the matters set forth in this Article 7 after the Effective Date and prior to Closing, Seller will immediately notify Purchaser of the same in writing.
Duty to Supplement. Should Seller receive notice or knowledge of any information regarding any of the matters set forth in this Section 5.1 after the Effective Date and prior to Closing, Seller will immediately notify Purchaser of the same in writing.
