Revised Schedules. The Company shall have provided Purchaser with revised Schedules dated as of the Closing Date (the "Revised Schedules"), with all material changes through such date duly noted thereon, and the Revised Schedules will not contain any disclosures which (i) should have been but were not disclosed on the Schedules attached hereto or (ii) set forth material changes which in the opinion of Purchaser, individually or in the aggregate, could reasonably be expected to have a Material Adverse Consequence as to the Company unless such disclosures are approved in writing by Purchaser.
Revised Schedules. If necessary to make the representations and warranties contained in Section 2(a) above true, correct and complete, the Borrower shall have delivered to the Agents and the Banks a new Schedule 9.22 and/or Schedule 9.23.
Revised Schedules. Upon the Release of any Mortgaged Property pursuant to this Section 2.14, Borrower shall deliver to the Agent revised Schedules to this Agreement, the Environmental Indemnity and the Security Agreement, as applicable, reflecting the Release of such Mortgaged Property, which Schedules shall be reasonably satisfactory to the Agent and shall become effective upon the date of such Release.
Revised Schedules. On one or more occasions not later than three business days prior to the Closing Date, the Seller Representative may prepare and deliver to Buyer revised Schedules to this Agreement relating to the representations and warranties set forth in Section 4.1 or Section 4.2 above, which revised Schedules may include new Schedules to the extent that any of the representations and warranties set forth in Section 4.1 or Section 4.2 above do not provide for Schedules, reflecting events or changes in circumstances occurring after the date of this Agreement. Prior to the Closing, any such revised or supplemental Schedules shall be for informational purposes only and of no force or effect in connection with determining whether the conditions to the Closing set forth in Section 6.2 below have occurred or been satisfied. In the event that the Closing occurs, then for the sole purposes of the indemnification provisions set forth in Article 7 below, any representations and warranties of Sellers as set forth in Section 4.1 or Section 4.2 above shall be subject to, and modified by, any such timely delivered revisions or supplements to the Schedules to this Agreement.
Revised Schedules. The Seller shall have delivered to the Buyer such revised forms of each of the Schedules or updated information for addition to or inclusion in the Schedules as are necessary to reflect changes in such Schedules as of the Closing Date; provided, however, that, except for changes that are permitted by the terms of this Agreement, no change in any Schedule will be binding on the Buyer without its prior written consent, which consent may be withheld by the Buyer for any or no reason. The Buyer agrees to use its best efforts to notify the Seller of the acceptance of any revised Schedule and all supporting documentation within five (5) business days of delivery to the Buyer of a revised Schedule. The failure of the Buyer to notify the Seller of its refusal to consent to a revised Schedule shall be deemed to be an acceptance by the Buyer of such revised Schedule. Notwithstanding the Buyer's failure to accept a revised Schedule, such a revised Schedule shall be deemed accepted by the Buyer if Closing occurs.
Revised Schedules. The Seller shall deliver to the Purchaser, at least five (5) Business Days prior to the Closing Date, revised Schedules to (i) the representations and warranties and the Local Asset Sales Agreement (if applicable) to reflect any matters related to the Closing at issue that have occurred from and after the date of this Agreement, that, if existing on the date of execution of this Agreement, would have resulted in a disclosure or exception with regard to any such representation and warranty; and (ii) the Designated Country Assets to reflect updated or missing information (it being expressly specified that the Seller shall not be entitled to update Schedule 2.1.2(7) or to make significant changes to the Owned Equipment list without the Steering Committee’s approval), provided, however, that even though the Purchaser shall have waived a right in accordance with the provisions of Section 10.3, the Purchaser shall be entitled to be indemnified by the Seller for any Losses resulting from (x) any breach of a representation or warranty made by the Seller in this Agreement, unless and to the extent such breach or exception was referred to in the Disclosure Letter as of the date hereof or (y) facts or events disclosed in the revised Schedules, in both (x) and (y) in accordance with the indemnification provisions of Article 9 hereof (and subject to the limitations therein set forth), provided, however, in connection with the Owned Equipment, that the Purchaser and the other Designated Purchasers shall not be entitled to any indemnification in connection with the revision of Schedule 2.1.1(2), without prejudice of the provisions of Sections 2.2.3(v) and 2.2.5.
Revised Schedules. Schedule 4.3(a) is hereby superseded and replaced in its entirety by the attached First Amended Schedule 4.3(a). Schedule 4.6(a) is hereby superseded and replaced in its entirety by the attached First Amended Schedule 4.6(a). Schedule 4.6(b) is hereby superseded and replaced in its entirety by the attached First Amended Schedule 4.6(b). Schedule 4.6(c) is hereby superseded and replaced in its entirety by the attached First Amended Schedule 4.6(c).
Revised Schedules. Not later than 30 days after the execution of this Agreement and every 30 days thereafter, Seller shall amend or supplement the Schedules prepared and delivered pursuant to this Agreement to ensure that the information set forth in the Schedules accurately reflects the then-current status of the Companies. Seller shall further amend or supplement the Schedules as of the Closing Date if necessary to reflect any additional information that needs to be included in the Schedules. Such revisions and supplements, if any, shall not be considered, however, in any determination of the material truth and correctness of the Companies' representations and warranties except to the extent such revisions and supplements either (i) are delivered to Buyer within ten (10) days after the date hereof or (ii) relate to events occurring or arising after the date hereof, and in each case not as a result of or reflecting a violation of Article 6 hereof. In the event of any such amendment or supplement the Buyer may terminate the transaction in accordance with Section 12(c). In the event that Buyer proceeds to Closing notwithstanding such revisions and supplements under (i) or (ii) above and not as a result of or reflecting violation of this Agreement, such revisions and supplements shall from and after the Closing replace and supersede, for all purposes the original Schedules and no such events disclosed in such revised or supplemented Schedules shall form the basis for a claim for indemnification by Buyer pursuant to Section 10.2 or otherwise. However, Seller shall remain liable, subject to Section 10 hereof, for matters constituting a breach of this Agreement as of the date hereof, or resulting from any violation of the terms of this Agreement by Seller or the Companies or any of them.
Revised Schedules. The Schedules to the Purchase Agreement are hereby amended as set forth in Exhibit A hereto.
Revised Schedules. The parties acknowledge that they are executing this Agreement on the date hereof despite the fact that certain of the Seller Disclosure Schedules are incomplete. Prior to Closing, Seller shall provide complete copies of Schedule 3.10(b) of the Seller Disclosure Schedules, and such other Seller Disclosure Schedules as may be mutually agreed upon by the parties (the “Revised Schedules”), which shall be completed in form and substance satisfactory to Buyer in its sole discretion. In addition, if the Revised Schedules disclose any additional liabilities to be assumed by Buyer or any Affiliate of Buyer, the parties shall negotiate a mutually acceptable reduction in the Purchase Price.
