Schedules Update Sample Clauses

Schedules Update. Prior to the Closing, any Meritas Party shall disclose to Buyer in writing and in reasonable detail (in the form of a supplement or amendment to the Schedules to this Agreement) if such Meritas Party becomes aware of any matter arising after the Agreement Date which, if existing, occurring or known at the Agreement Date, would have been required to be set forth or described in such Schedules or which is otherwise necessary to correct any information in such Schedules which has been rendered inaccurate thereby, in each case, promptly upon discovery thereof, but in no event later than five (5) Business Days prior to the Closing. Notwithstanding the foregoing, but subject to the immediately subsequent sentence, for all purposes hereunder, including determining (a) satisfaction of the conditions set forth in Section 10.2, and (b) indemnification obligations pursuant to Article XIV, the Schedules delivered by the Meritas Parties shall be deemed to include only that information contained therein on the Agreement Date and shall be deemed to exclude any information contained in any subsequent supplement or amendment thereto. Notwithstanding the foregoing, in the event any Meritas Party delivers to Buyer any supplement or amendment to the Schedules after the later of (i) the date on which all of the conditions set forth in Article X have been satisfied or waived (except for those conditions that by their nature cannot be satisfied until the Closing) and (ii) the date on which the Marketing Period first commences (such later date, the “Schedule Supplement Date”) and which discloses matters that first occurred after the Schedule Supplement Date (such matters, the “Schedule Supplement Disclosures”), then if the Buyer Parties close the Transaction, the Buyer Parties will be deemed to have accepted the Schedules, as amended to reflect the Schedule Supplement Disclosures (but not any other Schedule supplement or amendment) pursuant to this Section 8.5, and accordingly shall not be entitled to indemnification pursuant to Article XIV for any breaches of representations and warranties of this Agreement disclosed pursuant to any such Schedule Supplement Disclosures; provided, that in no event shall any Schedule Supplement Disclosure be deemed to amend, supplement or modify the Schedules in any respect for any other purpose hereunder including for determining the satisfaction of the conditions set forth in Section 10.2.

Schedules Update. Concurrently with the delivery to the Collateral Agent or the Note Trustee, as applicable, of any Compliance Certificate pursuant to the Credit Agreement or the Indenture, such Pledgor shall deliver to the Collateral Agent updated Schedules 2(a), 2(b) and 7(a), as applicable, reflecting any additional information since the prior date on which such Schedules were delivered to the Collateral Agent.

Schedules Update. To the extent any Services are mischaracterized in any of Schedule 2.1.1 through Schedule 2.2.4 (collectively, the “Service Schedules”), DISH and the Company shall negotiate in good faith to amend such Service Schedules as appropriate.

Schedules Update. Prior to the Closing, the Company shall supplement or amend the Schedules to this Agreement if the Company becomes aware of any matter heretofore existing or hereafter arising which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in such Schedules or which is otherwise necessary to correct any information in such Schedules which has been rendered inaccurate thereby. For purposes of determining the accuracy of the representations and warranties of the Company contained in Article IV, for purposes of determining the satisfaction of the conditions set forth in Section 8.2(a), and for indemnification under Section 11.3, the Schedules delivered by the Company shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any information contained in any subsequent supplement or amendment thereto, unless for purposes of indemnification under Section 11.3(a), such item of information contained in any subsequent supplement or amendment thereto (a) only discloses a matter arising out of a fact or facts arising after the date hereof, and (b) does not involve a Loss that is (i) individually with respect to any individual subsequent disclosure, or (ii) in the aggregate with respect to all related subsequent disclosures arising out of the same facts, greater than $25,000, in which case, Parent will not be entitled to indemnification pursuant to Section 11.3(a) for such matter. For the avoidance of doubt, it is agreed that a Parent Indemnified Party shall be entitled to indemnification under Section 11.3(a) (subject to the terms of Article XI) with respect to any Subsequent Disclosure that involves a Loss that is (i) individually with respect to any individual Subsequent Disclosure, or (ii) in the aggregate with respect to all related Subsequent Disclosures arising out of the same facts, greater than $25,000.

Schedules Update. Buyer shall have received from Seller updates of Schedule 1.1(b)(ii), Schedule 1.1(b)(iii) and Schedule 1.3(a), all as of the Closing Date.

Schedules Update. From time to time after the date hereof, but in any event not later than the Closing Date, the Company will promptly supplement or amend the Schedules hereto with respect to any matter which, if it existed or occurred on or prior to the date hereof, would have been required to be set forth or described in any such Schedule or which is necessary to correct any information set forth in any such Schedule which has been rendered inaccurate thereby; provided, however, that no supplement or amendment to any such Schedule shall have any effect for the purpose of determining whether any breach of this Agreement existed prior to such supplement or amendment or whether the condition set forth in Section 7.1 of this Agreement has been satisfied.

Schedules Update. Seller shall deliver to Buyer at least three (3) Business Days prior to the Closing an update, current as of the day prior to such delivery date, of each Schedule that lists or describes Acquired Assets or Excluded Assets (including the lists set forth in Schedules 1.1(a)(ii)(A), 1.1(a)(ii)(B), 1.1(a)(iii)(A), 1.1(a)(iii)(B), 1.1(a)(iii)(C), 1.1(a)(iv), 1.1(a)(v), 1.1(a)(vi), 1.1(a)(vii), 1.1(a)(ix), 1.1(b)(i), 1.1(c)(ii), and 1.1 (c)(viii), to which the Parties have reasonably agreed (in good faith), as well as Schedule 2.10(c)) and such updates shall amend and become a part of such Schedules. With respect to Schedules 1.1(a)(iii)(A)and 1.1(a)(iii)(C), such Schedules shall provide details regarding pending delivery dates and shipments of Products sold between the date hereof and the Closing Date.

Schedules Update. To the extent any Management Services are mischaracterized in any Schedule 2.1, ECC and the Company shall negotiate in good faith to amend Schedule 2.1 as appropriate.

Schedules Update. Prior to the Closing, each of the Stockholder and the Company may supplement or amend the Schedules to this Agreement if it becomes aware of any matter heretofore existing or hereafter arising that, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in such Schedules or that is otherwise necessary to correct any information in such Schedules that has been rendered inaccurate thereby. For purposes of determining satisfaction of the conditions set forth in Section 7.2(a), the Schedules delivered by the Stockholder and the Company shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any information contained in any subsequent supplement or amendment thereto; provided, however, if Buyer closes the transactions contemplated hereby, Buyer will be deemed to have accepted the Schedules, as supplemented and amended pursuant to this Section 5.4, and accordingly no Buyer Indemnified Party shall be entitled to indemnification pursuant to ARTICLE X for any breaches of representations, warranties and covenants of this Agreement that otherwise would have existed but for the information disclosed pursuant to any such supplements or amendments to the Schedules.