Supplement to Disclosure Schedule. From time to time prior to Closing, each of the Company and Buyer shall have the right (but not the obligation) to supplement or amend the Disclosure Schedule hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including without limitation for purposes of the termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 have been satisfied.
Supplement to Disclosure Schedule. The Company will promptly supplement or amend the Company Disclosure Schedule with respect to any matter hereafter arising that, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Company Disclosure Schedule. No supplement or amendment to the Company Disclosure Schedule will have any effect for the purpose of determining satisfaction of the condition set forth in Section 8.2 hereof as to the accuracy of representations made as of the date of this Agreement.
Supplement to Disclosure Schedule. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedule hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a "Schedule Supplement"). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 7.02(a) have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within fifteen (15) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 8.02 with respect to such matter.
Supplement to Disclosure Schedule. The parties acknowledge that this Agreement has been executed prior to (i) Company having a full opportunity to prepare the final and complete Disclosure Schedule and (ii) Subsidiary conducting appropriate due diligence with respect to Company. Accordingly, Company shall, no later than twenty (20) days from the date of this Agreement, deliver to Subsidiary final and complete Disclosure Schedule containing all information required to be provided pursuant to Section 5 of this Agreement (the "Supplement"). Subsidiary shall have ten (10) days from receipt of the Supplement to review and audit the Supplement (including all information contained in the Disclosure Schedule delivered with this Agreement). During this period of review and audit, Subsidiary shall have the right to terminate this Agreement, without further liability on the part of Parent or Subsidiary, as contemplated by Section 11.1 hereof, provided that the Board of Directors of Parent shall have reasonably and in good faith determined, following consultation with Company, that any item or combination of items set forth on the Disclosure Schedule, as amended by the Supplement, are so material that it is reasonably likely to result in liability to or adverse financial performance of the Company, taken as a whole, which is materially adverse from the liabilities or financial performance known by Parent prior to the date hereof. In the event Subsidiary does not exercise this right of termination, the Supplement to the Disclosure Schedule so delivered, together with any modifications and amendments to which the parties shall agree in writing, shall constitute the Disclosure Schedule for purposes of this Agreement and shall be deemed to be effective as of the date hereof.
Supplement to Disclosure Schedule. Seller may, from time to time prior to the Closing by written notice to Buyer, supplement or amend the Disclosure Schedule to this Agreement to correct any matter that would constitute a breach of any representation or warranty of Seller in ARTICLE III or ARTICLE IV. For purposes of determining whether Buyer's conditions set forth in Section 8.3 have been fulfilled and subject to Section 6.8 and to the following sentence, for purposes of asserting any claims for indemnification under Section 10.2, the Disclosure Schedule shall be deemed to include only that information contained therein on the Execution Date and shall be deemed to exclude all information contained in any supplement or amendment thereto.
Supplement to Disclosure Schedule. From time to time prior to the Closing, the Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedule with respect to any matter hereafter arising or of which the Seller becomes aware after the date hereof (each a “Schedule Supplement”), and each such Schedule Supplement shall be deemed to be incorporated into and to supplement and amend the Disclosure Schedule as of the Closing Date; provided, however, that in the event such event, development or occurrence which is the subject of the Schedule Supplement constitutes or relates to something that has had a Company Material Adverse Effect, then the Buyer shall have the right to terminate this Agreement for failure to satisfy the closing condition set forth in Section 5.2(b); provided, further, that if the Buyer has the right to, but does not elect to terminate this Agreement within ten (10) business days of its receipt of such Schedule Supplement, then the Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter under any of the conditions set forth in Section 5.2 and, further, shall have irrevocably waived its right to indemnification under Section 7.1 with respect to such matter.
Supplement to Disclosure Schedule. From (and including) the Effective Date until the Closing (or, if earlier, the termination of this Agreement in accordance with ARTICLE IX), Seller shall, from time to time, give prompt written notice to Buyer (a “Supplemental Information Notice”) of (a) any breach of or inaccuracy in any of Seller’s representations and warranties in this Agreement or any of the other Transaction Documents, (b) any failure of Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by Seller hereunder or thereunder, and (c) any Legal Proceedings commenced or Governmental Orders issued or, to Seller’s Knowledge, threatened that, if pending or outstanding on the Effective Date, would have been required to have been disclosed in Section 4.13(a) or Section 4.13(b) of the Disclosure Schedule or that relates to the consummation of the Transactions (collectively, “Supplemental Information”). Only Supplemental Information that arises from events occurring after the Effective Date and that is disclosed in a Supplemental Information Notice is to be deemed, for purposes of ARTICLE VIII, to have amended the Disclosure Schedule, to have qualified the representations and warranties contained in this Agreement that are specifically referenced in the Supplemental Information Notice, and to have cured any misrepresentation or breach of warranty with respect to those representations and warranties that are specifically referenced in the Supplement Information Notice that otherwise might have existed hereunder by reason of such Supplemental Information. Notwithstanding anything in this Agreement to the contrary, no Supplemental Information Notice is to prevent Buyer from terminating, or is to adversely impact Buyer’s right to terminate, this Agreement as a result of such Supplemental Information if Buyer would otherwise have the right to so terminate this Agreement in accordance with ARTICLE IX.
Supplement to Disclosure Schedule. The Disclosure Schedule is hereby supplemented by the addition of the items and exhibits contained in the Disclosure Schedule Supplement attached as Annex A hereto.
Supplement to Disclosure Schedule. From time to time between the date of this Agreement and the date that is five (5) Business Days prior to the Closing Date, the Seller shall have the right, but not the obligation, to supplement or amend the Disclosure Schedules contained in Article IV with respect to any matter first arising subsequent to the date of this Agreement in the Ordinary Course of Business and in accordance with Section 6.01 (each a “Schedule Supplement”), and each such Schedule Supplement shall be deemed to be incorporated into and to supplement and amend the Disclosure Schedules as of the Closing Date; provided, however, that in the event such event, development or occurrence which is the subject of the Schedule Supplement, taken together with the matters that are included in all other Schedule Supplements, (a) constitutes or relates to something that has had, or is reasonably likely to have, a Material Adverse Effect or (b) would otherwise give Buyer the right to not consummate the transactions contemplated by this Agreement as a result of the failure of the condition set forth in Section 2.01(a) to be satisfied on the basis of such events, developments or occurrences so disclosed, Buyer shall have the right to terminate this Agreement; provided, further, that if Buyer has the right to, but does not elect to, terminate this Agreement within fifteen (15) Business Days of its receipt of such Schedule Supplement, then the Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such Schedule Supplement. Notwithstanding the foregoing, the Seller may not deliver a Schedule Supplement in respect of any Disclosure Schedule relating to a Company Fundamental Representation, Seller Fundamental Representation or SOL Representation.
Supplement to Disclosure Schedule. From time to time prior to the Closing, the Parties may agree to supplement or amend the Disclosure Schedule hereto with respect to any matter hereafter arising or of which they become aware after the date hereof, including the making of adequate provisions for payment of all Retained Liabilities at Closing (each a “Schedule Supplement”).
