Notices and Effect of Supplements to Schedules Sample Clauses

Notices and Effect of Supplements to Schedules. Each Party will, promptly upon becoming aware of any fact, matter, circumstance or event, which fact, matter, circumstance or event arose either (x) on or prior to the date hereof or (y) after the date hereof but prior to the Closing, in any case, (i) causing or that reasonably could cause either Party to be in breach or violation of any of its representations, warranties, covenants or agreements under this Agreement, give notice to such other Party with respect to such fact, matter, circumstance or event, or (ii) requiring supplementation or amendment of the schedules provided by the Parties attached hereto, supplement or amend such schedules to this Agreement to reflect any fact, matter, circumstance or event, which, if existing, occurring or known on the date of this Agreement, would have been required to be set forth or described in such schedules which were or have been rendered inaccurate thereby. Each Party will notify the other Party promptly after the discovery by such Party that any representation or warranty of the other Party contained in this Agreement is, becomes or will be untrue in any material respect on or before the Closing Date. No such supplement or amendment will amend or modify this Agreement or the Schedules in any way for any purpose.
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Notices and Effect of Supplements to Schedules. Between the date hereof and the Closing Date, the Representative and the Company, on the one hand, and Parent, on the other hand, promptly upon becoming aware of any fact, matter, circumstance or event that occurs or arises after the date hereof and that causes or that reasonably could be expected to cause such Party to be in breach or violation of any of its representations, warranties, covenants or agreements contained in this Agreement, shall give notice to the other Party with respect thereto and supplement or amend the Disclosure Schedules provided by such Party (including adding new sections of the Disclosure Schedules if necessary) to reflect any such fact, matter, circumstance or event, which, if existing, on the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedules. Any such notification, supplement or amendment shall not be effective to cure any breach, violation or inaccuracy in such representation or warranty, covenant or agreement of such Party contained in this Agreement for purposes of Article 9 and Article 10 of this Agreement. If in any such supplement or amendment of the Schedules delivered pursuant to this Section 6.15, the Company and/or the Principal Shareholders disclose an event, change or circumstance which constitutes a Material Adverse Effect, Parent shall have the right to terminate this Agreement; provided however, that if Parent does not terminate this Agreement within five days after receipt of such supplement, Parent will be deemed to have accepted such supplement or amendment to the Schedules, in which event, such notification, supplement or amendment shall, without affecting the rights of the Parties pursuant to the preceding sentence, be effective to qualify and cure any breach of or inaccuracy in, such representation or warranty made as of the Closing Date for purposes of Sections 8.2(a), 8.3(a), 9.1(a)(i) and 9.2(a) of this Agreement, as applicable. Notwithstanding the foregoing or anything else to the contrary in this Agreement, the Company shall deliver no later than five Business Days before the Closing, by delivery of an update to Section 3.5 of the Disclosure Schedule, the Restated 2014 Audit, which shall be an update of the Disclosure Schedule for all purposes under this Section 6.15, except that Parent shall have the right to seek indemnification pursuant to Article 9 if the Restated 2014 Audit includes changes from the Financial Statements that are material and...
Sample 1
Notices and Effect of Supplements to Schedules. Prior to the Closing, each Party will, promptly upon becoming aware of any fact, matter, circumstance or event, which fact, matter, circumstance or event arose either (x) on or prior to the date hereof or (y) after the date hereof but prior to the Closing, in any case, (i) causing or that reasonably could cause either Party to be in breach or violation of any of its representations, warranties, covenants or agreements under this Agreement, give notice to such other Party with respect to such fact, matter, circumstance or event, or (ii) requiring supplementation or amendment of the schedules provided by the Parties attached hereto, supplement or amend such schedules to this Agreement to reflect any fact, matter, circumstance or event, which, if existing, occurring or known on the date of this Agreement, would have been required to be set forth or described in such schedules to correct any matter that would constitute a breach of any representation or warranty of Seller in Article 4. Prior to the Closing, any such supplement or amendment of a party’s schedules shall not be taken into account in determining whether the closing conditions set forth in Article 7 have been satisfied or for the purposes of Article 10, but from and after the Closing (including for purposes of any indemnification claim pursuant to Article 8 relating to or based upon the certificate delivered by Seller pursuant to Section 2(f)(vi)), such schedules shall be deemed to have been amended. Each Party will notify the other Party promptly after the discovery by such Party that any representation or warranty of the other Party contained in this Agreement is, becomes or will be untrue in any material respect on or before the Closing Date.
Sample 1
Notices and Effect of Supplements to Schedules. Between the date hereof and the Closing Date, Seller and the Companies, on the one hand, and Buyer, on the other hand, shall, promptly upon becoming aware of any fact, matter, circumstance or event causing or that reasonably could be expected to cause such party to be in breach or violation of any of its representations, warranties, covenants or agreements contained in this Agreement, give notice to such other party with respect thereto and supplement or amend the Schedules provided by such party (including adding new Schedules if necessary) to reflect any fact, matter, circumstance or event, which, if existing, occurring or known on the date of this Agreement, would have been required to be set forth or described in such Schedules. Any such pre-closing notification, supplement or amendment shall be effective to amend any representation, warranty, covenant or agreement of such party contained in this Agreement for purposes of the indemnification rights under Article VIII, but shall not be taken into account in determining whether the conditions to the parties’ obligation to consummate the transactions contemplated hereunder contained in Sections 6.1, 6.2, 7.1 and 7.2 have been fulfilled.
Sample 1

Related to Notices and Effect of Supplements to Schedules

  • Amendments to Schedules A. Schedule I to the Existing Credit Agreement is hereby amended by deleting said Schedule I in its entirety and substituting in place thereof a new Schedule I in the form of Annex I to this Amendment.

  • Effect of Supplemental Agreements Upon the execution of any supplemental agreement under this Article, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of Certificates theretofore or thereafter authenticated, executed on behalf of the Holders and delivered hereunder, shall be bound thereby.

  • 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.

  • Revocation and Effect of Consents, Waivers and Actions Until an amendment, waiver or other action by Holders becomes effective, a consent thereto by a Holder of a Security hereunder is a continuing consent by the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same obligation as the consenting Holder's Security, even if notation of the consent, waiver or action is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent, waiver or action as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment, waiver or action becomes effective. After an amendment, waiver or action becomes effective, it shall bind every Securityholder.

  • 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.

  • NOTICE OF AMENDMENTS, SUPPLEMENTS AND WAIVERS As soon as reasonably practicable after any amendment, supplement or waiver pursuant to Section 8.01 or 8.02 becomes effective, the Company will send to the Holders and the Trustee notice that (A) describes the substance of such amendment, supplement or waiver in reasonable detail and (B) states the effective date thereof; provided, however, that the Company will not be required to provide such notice to the Holders if such amendment, supplement or waiver is included in a periodic report filed by the Company with the SEC within four (4) Business Days of its effectiveness. The failure to send, or the existence of any defect in, such notice will not impair or affect the validity of such amendment, supplement or waiver.

  • Supplements, Amendments and Waivers This Agreement may be supplemented or amended only by a subsequent writing signed by each of the parties hereto (or their successors or permitted assigns), and any provision hereof may be waived only by a written instrument signed by the party charged therewith.

  • Amendments, Supplements and Waivers Section 9.01.

  • Revocation and Effect of Consents and Waivers A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

  • Amendment to Schedule The Grantor authorizes the Collateral Agent to modify this Agreement and the Assignments of Patents, without the necessity of such Grantor’s further approval or signature, by amending Schedule A hereto and the Annex to each Assignment of Patents to include any future or other Patents or Patent Licenses that become part of the Patent Collateral under Section 2 or Section 3.1.

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