Special Right to Update Schedules Within Five Sample Clauses

Special Right to Update Schedules Within Five. Business Days of -------------------------------------------------------------- Execution of this Agreement. The parties hereto acknowledge that the disclosure --------------------------- Schedules delivered hereunder on the date of execution hereof may not be complete as they have not been fully reviewed by all persons listed on Schedule III hereof. Not later than five (5) business days following the execution hereof, Seller shall, to the extent necessary in its sole judgment in order to make the statements, representations and warranties contained herein true, correct and complete as of the date of execution hereof, deliver to Purchaser amendments, supplements or corrections (any such amendment, supplement or correction, an "Update") to all disclosure Schedules delivered to Purchaser concurrently with the execution hereof, in which case such updated disclosure Schedules, together with all disclosure Schedules delivered by Seller concurrently with the execution hereof, that do not require updating pursuant to this Subsection 5.7.2, shall constitute the disclosure Schedules delivered by Seller concurrently with the execution hereof for all purposes of this Agreement, including determining the accuracy of Seller's representations and warranties as of the date hereof. Purchaser shall have one (1) business day following the end of such five (5) business day period to accept or reject any Update, it being understood and agreed that Purchaser shall have no right to reject any information contained in any updated disclosure Schedule to the extent such information was set forth on the disclosure Schedules delivered concurrently with the execution hereof. Notwithstanding anything to the contrary contained in this Subsection 5.7.2, Purchaser shall have no right to reject any Update described in any updated disclosure Schedule to the extent that such Update, together with all such other Updates, shall not have a Material Adverse Effect upon the Subsidiaries (as determined by the parties in good faith within one (1) business day following the end of such 5 business day period). If such Updates shall result in a Material Adverse Effect upon the Subsidiaries, or if the parties hereto fail to agree within one (1) business day following the end of such 5 business day period as to whether such Updates result in a Material Adverse Effect upon the Subsidiaries, then either party may terminate this Agreement by giving the other written notice thereof within one (1) business ...
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Related to Special Right to Update Schedules Within Five

  • No Special Rights Nothing herein shall confer upon the Indemnitee any right to continue to serve as an officer or director of the Corporation for any period of time or at any particular rate of compensation.

  • Survival of Representations, Warranties, Etc Each of the representations, warranties, agreements, covenants and obligations herein is material and shall be deemed to have been relied upon by the other party or parties and shall survive indefinitely after the date hereof and after the Closing and shall not merge in the performance of any obligation by any party hereto. All rights to indemnification contained in this Agreement shall survive the Closing indefinitely.

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Survival of Representations, Warranties and Covenants after the --------------------------------------------------------------- Effective Time. The representations and warranties contained herein and in any -------------- certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the termination of this Agreement. The covenants contained in Articles 2, 3, 7 and 11 shall survive the Effective Time.

  • Non-Survival of Representations, Warranties and Agreements None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • Survival of Warranties and Certain Agreements A. All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement, the making of the Loans hereunder, the execution and delivery of the Notes and the issuance of the Letters of Credit.

  • Nonsurvival of Representations, Warranties and Covenants None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article X and any corresponding definitions set forth in Article I.

  • Survival of Representations, Warranties and Indemnities The respective agreements, representations, warranties, and indemnities contained in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of you, any Underwriter or the Company, or any of your or their respective officers or directors or controlling persons, and will survive delivery of and payment for the Securities and the Unit Purchase Option.

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