Notice of Prospective Breach; Supplement to Schedules Sample Clauses

Notice of Prospective Breach; Supplement to Schedules. Each Seller shall promptly notify Buyer in writing upon the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause: (a) any representation or warranty of such Seller contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing if such representation and warranty were made at such time; or (b) any material failure of such Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. From time to time prior to the Closing, each Seller shall supplement or amend with reasonable frequency the information contained in the Sellers Disclosure Schedule or other Schedules with respect to any material matter hereafter arising, which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Sellers Disclosure Schedule or other Schedule; provided that no disclosure by Sellers pursuant to this Section 6.06 shall be deemed to amend or supplement the Sellers Disclosure Schedule or other Schedules to this Agreement, to prevent or cure any misrepresentation, breach of warranty or breach of covenant, or affect the right of Buyer under Article X.
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Notice of Prospective Breach; Supplement to Schedules. (a) Each party shall immediately notify the other party in writing upon the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (i) any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing as if such representation and warranty were made at such time or (ii) any material failure of such party hereto to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by him or it under this Agreement.
Sample 1
Notice of Prospective Breach; Supplement to Schedules. (a) NetOptix shall immediately notify the Purchaser in writing upon the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (i) any representation or warranty of any Seller contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing as if such representation and warranty were made at such time or (ii) any material failure of any Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. the Purchaser shall immediately notify NetOptix of the occurrence or failure to occur of any event, which occurrence or failure to occur would be reasonably likely to cause (x) any representation or warranty of the Purchaser contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing as if such representation and warranty were made at -40- 51 such time or (y) any material failure of the Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.
Sample 1
Notice of Prospective Breach; Supplement to Schedules. (a) NetOptix shall immediately notify the Purchaser in writing upon the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (i) any representation or warranty of any Seller contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing as if such representation and warranty were made at -40- 51 such time or (y) any material failure of the Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.
Sample 1
Notice of Prospective Breach; Supplement to Schedules. (a) Each of the parties to this Agreement shall promptly notify the others in writing (i) upon the occurrence, or failure to occur, of any event, which occurrence or failure to occur would cause (y) any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect, except to the extent that the representation or warranty is qualified by any of the terms “substantially”, “material,” “in all material respects” and “Material Adverse Change,” or similar terms, in which case that representation or warranty shall be true and correct in all respects as so written, at any time from the date of this Agreement to the Closing, if the representation and warranty were made at that time or (z) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (ii) upon that party’s receipt of written notice from any third Person alleging that the consent of the third Person is or may be required in connection with the transactions contemplated by this Agreement and (iii) upon that party’s receipt of written notice of any material Proceeding commenced or threatened in writing that involves or affects this Agreement or the transactions contemplated by this Agreement.
Sample 1

Related to Notice of Prospective Breach; Supplement to Schedules

  • Amendment to Schedules Schedule 2.01 of the Credit Agreement shall be and it hereby is amended in its entirety by substituting Schedule 2.01 attached hereto.

  • Amendment to Schedule The Grantor authorizes the Collateral Agent to modify this Agreement, without the necessity of such Grantor’s further approval or signature, by amending Schedule A hereto and the Annex to each Assignment of Copyrights to include any future or other Copyrights or Copyright Licenses that become part of the Copyright Collateral under Section 2 or Section 4.

  • Amendment to Schedule 2 1. Schedule 2.1 to the Credit Agreement is hereby amended and restated in the form attached as Schedule II hereto.

  • Amendment to Schedule 1 1(b). Schedule 1.1(b) to the Credit Agreement is hereby amended and restated in its entirety to read as provided on Schedule 1.1(b) attached hereto.

  • Amendment to Schedule A The parties agree to amend Exhibit A to reflect the most updated information regarding Funds and Shares relevant to this Agreement. The parties agree that notwithstanding Section 15.4 of this Agreement, Schedule A may be amended without an executed written amendment if an Authorized Person delivers by email to Transfer Agent’s Relationship Manager a copy of an amended and restated Schedule A, dated as of the date such amended and restated Schedule A is intended to be effective, and a member of Transfer Agent’s Relationship Management team acknowledges in a responding email that the amended and restated Schedule A has been received. To the extent Schedule A is amended to add a Fund, Fund must provide Transfer Agent with the documents listed in Section 2.2 of this Agreement in relation to such Fund on a timeline mutually agreed by the parties.

  • Supplements to Schedules Pending Closing, Seller may supplement or correct the Schedules to this Agreement as necessary to insure their completeness and accuracy. No supplement or correction to any Schedule or Schedules to this Agreement shall be effective, however, to cure any breach or inaccuracy in any of the representations and warranties; but if TJC does not exercise its right to terminate this Agreement under Section 12 and closes the transaction, the supplement or correction shall constitute an amendment of the Schedule or Schedules to which it relates for all purposes of this Agreement.

  • Updates to Schedules Should any of the information or disclosures provided on any of the Schedules attached hereto become outdated or incorrect in any material respect, the Borrower shall promptly provide the Agent in writing with such revisions or updates to such Schedule as may be necessary or appropriate to update or correct same; provided, however, that no Schedule shall be deemed to have been amended, modified or superseded by any such correction or update, nor shall any breach of warranty or representation resulting from the inaccuracy or incompleteness of any such Schedule be deemed to have been cured thereby, unless and until the Required Banks, in their sole and absolute discretion, shall have accepted in writing such revisions or updates to such Schedule.

  • Amendments to Schedules The Schedules to this Agreement form an integral part of this Agreement. The Schedules may be amended or replaced from time to time by the parties who will evidence their approval thereof by initialing a new Schedule dated as of the effective date of such amendment or replacements.

  • Amendments and Supplements to Permitted Section 5(d) Communications If at any time following the distribution of any Permitted Section 5(d) Communication, there occurred or occurs an event or development as a result of which such Permitted Section 5(d) Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Permitted Section 5(d) Communication to eliminate or correct such untrue statement or omission.

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