Right to Update Schedules Sample Clauses

Right to Update Schedules. The Company shall have the right and obligation, without being deemed to be in breach of its representations and warranties set forth in this Agreement, to supplement or amend the Schedules to this Agreement with respect to any actions by the Company after the date hereof, which occur in the ordinary course of the Business (consistent with past practices), but no such amendment shall be deemed to amend Section 8.3 without Purchaser's consent.
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Right to Update Schedules. Notwithstanding anything herein to the contrary, Seller and Owner shall have the right to update the information contained in the Disclosure Letter by delivering updated schedules to Purchaser not less than two (2) business days prior to Closing, provided, however, that such updated information may only relate to events or circumstances first occurring between the date of this Agreement and the date of such update; provided, however, that any such updates to the Disclosure Schedule shall be disregarded for purposes of determining the accuracy of the representations and warranties for purposes of Section 6.01(a) and Article VII. In addition, the parties agree that Purchaser shall have the right to terminate this Agreement as provided in Article VIII in the event it reasonably deems any change(s) in the Disclosure Letter to be material, individually or in the aggregate.
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Right to Update Schedules. Notwithstanding anything herein to the contrary, North Star and the North Star Shareholders (on the one hand) and Keystone (on the other hand) may, after the date of this Agreement, amend or supplement the Schedules relating to their respective representations and warranties hereunder for the purpose of disclosing transactions or occurrences arising after the date of this Agreement and prior to the Effective Time. No transaction or occurrence duly disclosed pursuant to this SECTION 7.13 shall be deemed to constitute a breach of this Agreement; PROVIDED that if the transactions and occurrences so disclosed (a) are reasonably likely to constitute, individually or in the aggregate, a Material Adverse Effect on North Star (in the case of disclosures by North Star and the North Star Shareholders), then Keystone may terminate this Agreement in accordance with Section 9.2(b) and without liability to Keystone; and (b) are reasonably likely to constitute, individually or in the aggregate, a Material Adverse Effect on Keystone (in the case of disclosures by Keystone), then North Star may terminate this Agreement in accordance with Section 9.2(a) and without liability to North Star or the North Star Shareholders.
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Right to Update Schedules. The Company shall have the right, without being deemed to be in breach of its representations and warranties set forth in this Agreement, to supplement or amend the Schedules to this Agreement with respect to any matter arising after the date hereof or, as to any representation and warranty that is limited to Company's Knowledge, discovered by Company between the date hereof and the Closing Date. Copies of any amended or supplemented Schedules shall be promptly provided to the Buyer. Any such amended or supplemented disclosure shall not give Buyer or Sub the right not to proceed to Closing, unless the facts underlying such amended or supplemented disclosure have a Material Adverse Effect.
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Right to Update Schedules. The Stockholder shall have the right, without being deemed to be in breach of its representations and warranties, to supplement or amend the Schedules to this Agreement with respect to any matter arising after the date hereof. If Parent receives any such amended or supplemented disclosures, Parent shall have the right to review such items for a period of ten (10) Business Days from receipt thereof and shall have the right to object to any such amended or supplemented item on the basis that such item and the facts underlying such amended or supplemented disclosure materially and adversely affects the value of the Business. If Parent so objects, then Parent shall have the option to terminate this Agreement (on ten (10) Business Days prior written notice during which period the Stockholder may cure such misrepresentation or breach of warranty), which termination, if elected, shall be Parent’s sole remedy in respect of such misrepresentation. In addition, no disclosure amendment or supplement made hereunder by Stockholder shall be taken into account for purposes of determining satisfaction of the condition set forth in Section 10.1(a); provided that, if Parent proceeds with the Closing, Parent shall be conclusively deemed to have waived all claims hereunder relating to the specific facts underlying any such amended or supplemented disclosure (and any corresponding misrepresentation or breach of warranty).
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Right to Update Schedules. No later than three Business Days prior to the Closing Date, the Company may deliver (by written notice to Purchaser) a single supplement to the disclosure schedules to this Agreement with respect to any actions, events, conditions, circumstances or matters arising or occurring after the execution and delivery of this Agreement which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in the disclosure schedules; provided that such supplement may only amend the disclosure schedules to reflect actions, events, conditions, circumstances or matters that are not the result of a breach of any covenant set forth in this Agreement. The supplement shall list each updated, supplemented or amended item by an appropriate reference to the applicable Section of this Agreement. Notwithstanding any provision in this Agreement to the contrary, unless Purchaser provides the Company with a written termination notice pursuant to Section 11.1(g) prior to the Closing, the disclosure schedules shall be deemed for purposes of Article XIV hereof to include and reflect such supplement made in accordance with this Section 8.10 prior to the Closing Date, but solely with respect to those actions, events, conditions, circumstances or matters disclosed thereon that occurred after the date of this Agreement; provided, however, that no such supplemented disclosure schedule shall cure, or be deemed to cure, any breach of this Agreement that existed as of the date of this Agreement.
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Right to Update Schedules. Notwithstanding anything herein to the ------------------------- contrary, Inteuro and the Inteuro Shareholders (on the one hand) and Keystone (on the other hand) may, after the date of this Agreement, amend or supplement the Schedules relating to their respective representations and warranties hereunder for the purpose of disclosing transactions or occurrences arising after the date of this Agreement and prior to the Effective Time. No transaction or occurrence duly disclosed pursuant to this Section 7.10 shall be ------------ deemed to constitute a breach of this Agreement; provided that if the -------- transactions and occurrences so disclosed (a) are reasonably likely to constitute, individually or in the aggregate, a Material Adverse Effect on Inteuro (in the case of disclosures by Inteuro and the Inteuro Shareholders), then Keystone may terminate this Agreement in accordance with Section 9.2(b) and -------------- without liability to Keystone; and (b) are reasonably likely to constitute, individually or in the aggregate, a Material Adverse Effect on Keystone (in the case of disclosures by Keystone), then Inteuro may terminate this Agreement in accordance with Section 9.2(a) and without liability to Inteuro or the Inteuro -------------- Shareholders.
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Right to Update Schedules. The Seller shall have the right to supplement or amend the Schedules to Article III of this Agreement with respect to any matter arising after the date hereof or, as to any representation and warranty that is limited to the Seller s Knowledge, discovered by the Seller between the date hereof and the Closing Date; provided, that any such supplement (i) shall be delivered to the Purchaser in writing promptly after such matter occurs or becomes known, (ii) shall not be deemed a waiver by the Purchaser of any breach of a representation or warranty made on the date hereof and shall not affect the right to indemnification, payment of the Purchaser s Losses, or other remedy based on such representation or warranty, and (iii) shall not be deemed to change any condition to the obligation of the Purchaser to consummate the transactions contemplated by this Agreement. .
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Related to Right to Update Schedules

  • Schedule Updates the Contractor agrees to maintain the Work duration schedule updates on an ongoing basis and, when the County requests it, include the updates in its payment request. The Contractor may be required to submit a narrative report with each monthly update which shall include a description of current and anticipated problem areas, delaying factors and their impact, and an explanation of corrective action taken or proposed. Failure to do so may be considered a material breach of the Contract. Any additional or unanticipated costs or expense required to maintain the schedules shall be solely the Contractor’s obligation and Contractor agrees not to charge the County.

  • Specific Provisions for Access Rights to Software For the avoidance of doubt, the general provisions for Access Rights provided for in this Section 9 are applicable also to Software. Parties’ Access Rights to Software do not include any right to receive source code or object code ported to a certain hardware platform or any right to receive respective Software documentation in any particular form or detail, but only as available from the Party granting the Access Rights.

  • 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.

  • Vendor’s Specific Warranties, Terms, and License Agreements Because TIPS serves public entities and non-profits throughout the nation all of which are subject to specific laws and policies of their jurisdiction, as a matter of standard practice, TIPS does not typically accept a Vendor’s specific “Sale Terms” (warranties, license agreements, master agreements, terms and conditions, etc.) on behalf of all TIPS Members. TIPS may permit Vendor to attach those to this Agreement to display to interested customers what terms may apply to their Supplemental Agreement with Vendor (if submitted by Vendor for that purpose). However, unless this term of the Agreement is negotiated and modified to state otherwise, those specific Sale Terms are not accepted by TIPS on behalf of all TIPS Members and each Member may choose whether to accept, negotiate, or reject those specific Sale Terms, which must be reflected in a separate agreement between Vendor and the Member in order to be effective.

  • Alternative Work Schedules Employees may request alternative work schedules such as a nine (9) day - 80 hour two week schedule or a four (4) day - 40 hour week schedule. Management will respond to an employee's request within 15 calendar days. Any changes from existing work schedules will be based on the needs of the service as determined by Management. Employees covered by the Fair Labor Standards Act will not be placed on alternate work schedules that mandate the payment of overtime under the Act.

  • Product and Service Warranties 21- SECTION 3.30

  • Disclosure Updates Promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished to the Lender Group contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

  • Software Updates XXXXX agrees to keep current with software licensed from Skyward and will install new versions on a timeline approved by XXXXX governance. This timeline will be communicated by NWRDC to the Districts.

  • 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.

  • DELIVERY SCHEDULES In accordance with the "Non-State Agencies Participation in Centralized Contracts” and “Extension of Use” clauses herein, this Contract is extended to local governments, political subdivisions and others authorized by law as well as State agencies. The Delivery Schedules (based on Requirement Letter RL182) are available as a guide to indicate proposed delivery points and estimated annual requirements. Delivery Schedules may be revised or clarified as necessary. Any specific questions regarding the site conditions should be directed to the end-user at the telephone number shown on the Delivery Schedule. The Delivery Schedules are available upon request. Contractors shall be obligated to deliver under the Contract to any State agency which places a purchase order under the Contract, whether or not such delivery location is identified in the Delivery Schedules. Any political subdivision or other non-State entity which has not filed a requirement with OGS as of the date of the bid opening shall be eligible to receive deliveries at Contractor's option only, upon placement of a valid purchase order to the Contractor's address as indicated in the award. Contracts created by OGS in response to receipt of Filed Requirements are considered to be binding. At Contractor's request, Contractor will be advised in writing regarding political subdivisions or other Non-State entities which have filed on a timely basis but do not appear on the Delivery Schedule. Where “Standby” is indicated in the Delivery Schedule, this reflects those facilities which normally use a fuel supply (i.e. natural gas) other than fuel oil and will only use fuel oil when alternate fuel is unavailable.

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