Schedule Supplements. As soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, (i) a report supplementing Schedules 5.08(c), 5.08(d)(i) and 5.08(d)(ii), including an identification of all owned and leased real property disposed of by any Loan Party or any Subsidiary thereof during such fiscal year, a list and description (including the street address, county or other relevant jurisdiction, state, record owner, book value thereof and, in the case of leases of property, lessor, lessee, expiration date and annual rental cost thereof) of all real property acquired or leased during such fiscal year and a description of such other changes in the information included in such schedules as may be necessary for such schedules to be accurate and complete and (ii) a report supplementing Schedules 5.08(e) and 5.13 and each schedule to the Security Agreement and the Canadian Security Agreement containing a description of all changes in the information included in such schedules as may be necessary for such schedules to be accurate and complete, each such report to be signed by a Responsible Officer of the Borrower and to be in a form reasonably satisfactory to the Administrative Agent; and
Schedule Supplements. Investor and MEI agree that during the period between the date hereof and the Closing Date, the schedules to this Agreement relating to Article II may be supplemented in order for MEI and the Company to bring down the representations and warranties contained in Article II to the Closing Date (but not to change any representations and warranties made by MEI and the Company as of the date hereof). Notwithstanding the foregoing, no such schedule shall be so amended without the review and approval of Investor, which review and approval shall not be arbitrarily withheld.
Schedule Supplements. Additional Grantor has attached hereto supplements to Schedules A through D to the Agreement, and Additional Grantor hereby represents and warrants that such supplements have been prepared by Additional Grantor in substantially the form of the Schedules to the Agreement and are true, accurate and complete as of the date first above written.
Schedule Supplements. Each of the Schedules referred to in subsection 3.1 shall be automatically amended from time to time upon written notice by the Borrower to the Agent and the Lenders to reflect additional information described in such notice under this Agreement including, without limitation, the addition (or deletion) of any Subsidiaries, Broadcast Stations, FCC Licenses or LMA Agreements resulting from a Permitted Purchase or any other transaction permitted hereunder, and any modifications resulting from the renewal or additional grant of any FCC Licenses or LMA Agreements. Without limiting the foregoing, on the request of the Agent or any Lender (in the event that such information is not otherwise delivered by the Borrower to the Agent or the Lenders pursuant to this Agreement), the Borrower will supplement each Schedule hereto, or representation herein or in any other Loan Document with respect to any 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 such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; provided, that such supplement to such Schedule or representation shall not be deemed an amendment thereof if such amendment would require the consent of the Required Lenders under the terms of this Agreement, unless expressly consented to in writing by the Required Lenders, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by the Lenders of any Event of Default or Default disclosed therein.
Schedule Supplements. As soon as available, but in any event within 45 days after the end of each fiscal year of the Borrower, (i) a report supplementing Schedules 5.08(c), 5.08(d)(i) and 5.08(d)(ii), including an identification of all owned and leased real property disposed of by any Loan Party or any Subsidiary thereof during such fiscal year, a list and description (including the street address, county or other relevant jurisdiction, state, record owner, book value thereof and, in the case of leases of property, lessor, lessee, expiration date and annual rental cost thereof) of all real property acquired or leased during such fiscal year and a description of such other changes in the information included in such schedules as may be necessary for such schedules to be accurate and complete; (ii) a report supplementing Schedule 5.17, setting forth (A) a list of registration numbers for all patents, trademarks, service marks, trade names and copyrights awarded to any Loan Party or any Subsidiary thereof during such fiscal year and (B) a list of all patent applications, trademark applications, service mxxx applications, trade name applications and copyright applications submitted by any Loan Party or any Subsidiary thereof during such fiscal year and the status of each such application; and (iii) a report supplementing Schedules 5.08(e) and 5.13 containing a description of all changes in the information included in such schedules as may be necessary for such schedules to be accurate and complete, each such report to be signed by a Responsible Officer of the Borrower and to be in a form reasonably satisfactory to the Administrative Agent;
Schedule Supplements. Reference is made to the Asset Purchase and Sale Agreement, dated as of July 6, 2004 (the “Agreement”), as amended, by and among Emerson XCII, Inc., a corporation incorporated under the laws of Delaware (the “U.S. Purchaser”), Emerson Electric Canada Limited, a corporation organized under the laws of Ontario (“Canadian Purchaser”), Emerson Mexico Corporate Services, S. de R.L. de C.V., a corporation incorporated under the laws of Mexico (“Mexican Purchaser Corporate Services”), Emerson Electronic Connector and Components, S.A. de C.V., a corporation incorporated under the laws of Mexico (“Mexican Purchaser Connector”), Astec America de Mexico, S.A. de C.V., a corporation incorporated under the laws of Mexico (“Mexican Purchaser Astec”), Emerson Electric Co., a corporation organized under the laws of Missouri (“Emerson”), Marconi Corporation plc, a public limited liability company incorporated in England and Wales (registered no. 0067307) (“Marconi”), Marconi Communications, Inc., a corporation incorporated under the laws of Delaware (“MCI”), Marconi Intellectual Property (Ringfence) Inc., a corporation incorporated under the laws of Delaware (“Marconi IP”), Marconi Communications Canada Inc., a corporation incorporated under the laws of New Brunswick (“Marconi Canada”), Marconi Communications de Mexico S.A. de C.V., a corporation incorporated under the laws of Mexico (“Marconi Mexico”), Marconi Communications Exportel, S.A. de C.V., a corporation incorporated under the laws of Mexico (“Marconi Exportel”), Administrativa Marconi Communications S.A. de C.V., a corporation incorporated under the laws of Mexico (“Marconi Administrativa”), Marconi Polska Sp zoo, a corporation incorporated under the laws of Poland (“Marconi Polska”), and Marconi Colombia, S.A., a corporation incorporated under the laws of Colombia (“Marconi Colombia”). Marconi, MCI, Marconi IP, Marconi Canada, Marconi Mexico, Marconi Exportel, Marconi Administrativa, Marconi Polska and Marconi Colombia hereby provide the U.S. Purchaser, the Canadian Purchaser, Mexican Purchaser Connector, Mexican Purchaser Astec, Mexican Purchaser Corporate Services and Emerson with the following supplements to the Disclosure Schedules to the Agreement (the “Schedule Supplements”), which Schedule Supplements shall supplement and amend the Disclosure Schedules pursuant to the terms of Section 13.17 of the Agreement. These Schedule Supplements may be executed in counterparts, each of which shall be deemed an origi...
Schedule Supplements. Until the second (2nd) day following the date upon which all applicable waiting periods under the HSR Act shall have expired or been terminated, whichever is applicable, Raven Holdings shall disclose to SXCP in writing any event or circumstance first arising after the date hereof that constitutes an exception to the representations and warranties contained in Article 3 and Article 4 as promptly as reasonably practicable upon discovery thereof, and in connection therewith shall provide a supplement to the Schedules delivered as of the date hereof to correct such inaccuracy (a “Disclosure Supplement”); provided, that no disclosure made in a Disclosure Supplement shall cure any breach of any representation or warranty made prior to the date of such Disclosure Supplement.
Schedule Supplements. Attached hereto are supplements to each Schedule to the DIP Credit Agreement revised to include all information required to be provided therein with respect to, and only with respect to, the Joining Guarantor. The Schedules to the DIP Credit Agreement shall, without further action, be amended to include the information contained in each such supplement.
Schedule Supplements. Each party shall have the right to supplement such party’s Schedules to this Agreement to reflect (i) changes in the operation of the Project or the Purchased Assets consented to by Buyer and (ii) facts, events or circumstances occurring subsequent to the date hereof (or, in the case of items that are based on a party’s Knowledge, matters of which such party first acquires such Knowledge after the date hereof); provided, that the supplementing party provides such supplement to the other party promptly upon the supplementing party becoming aware of such changes, facts, events or circumstances.
(a) To the extent that any such subsequent facts, events or circumstances (i) would cause, or would reasonably be expected to cause, a Material Adverse Effect (considered without giving effect to part (v) of the definition of “Excluded Matter” set forth in the definition of “Material Adverse Effect”), (ii) would cause, or would reasonably be expected to cause, any representation and warranty of the supplementing party hereunder not qualified by materiality to not be true and correct in all material respects, or (iii) would cause, or would reasonably be expected to cause, any representation or warranty of 40 Goose APA DOCSNY1:1120714.11 12115-16 RM9/RM9 the supplementing party hereunder qualified by materiality to not be true and correct in all respects (each of the foregoing, a “Supplemental Triggering Event”), then the non-supplementing party shall have the right to terminate this Agreement, which must be exercised (if at all) by written notice to the supplementing party within ten (10) business days of the non-supplementing party’s receipt of such supplement. If the non-supplementing party fails to so terminate this Agreement as a result of such supplements, such supplements shall be deemed accepted by such party, in which event any breach of any representation or warranty made by the supplementing party which would otherwise exist absent such supplement will be deemed cured for all purposes of this Agreement.
(b) Upon each new supplement contemplated by this Section, the non-supplementing party shall be permitted to review the cumulative effect of such supplement and all previous supplements to determine whether such cumulative effect results in a Supplemental Triggering Event, regardless of whether the prior supplements were accepted, or were deemed to be accepted, by the non-supplementing party.
(c) Notwithstanding the provisions of Section 10.2, the termination ...
Schedule Supplements. As soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, (i) a report supplementing Schedules 5.08(c), 5.08(d)(i) and 5.08(d)(ii), including an identification of all owned and leased real property disposed of by any Loan Party or any Subsidiary thereof during such fiscal year, a list and description (including the street address, county or other relevant jurisdiction, state, record owner, book value thereof and, in the case of leases of property, lessor, lessee, expiration date and annual rental cost thereof) of all real property acquired or leased during such fiscal year and a description of such other changes in the information included in such schedules as may be necessary for such schedules to be accurate and complete and (ii) a report supplementing Schedules 5.08(e) and 5.13 and each schedule to the Security Agreement containing a description of all changes in the information included in such schedules as may be necessary for such schedules to be accurate and complete, each such report to be signed by a Responsible Officer of the Borrower and to be in a form reasonably satisfactory to the Administrative Agent;
