Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing 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 6.02 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three (3) 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 7.02 with respect to such matter.
Supplement to Disclosure Schedules. From time to time prior to the Closing, the Seller and the Company Entities shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto solely for informational purposes and solely with respect to any matter arising after the date hereof (each a “Schedule Supplement”). Any such Schedule Supplement shall not amend or modify, in any respect, the Disclosure Schedules for any purpose under this Agreement; provided, however, that in the event such event, development or occurrence which is the subject of the Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or relates to something that has had a Material Adverse Effect and the Seller or Companies Entities notify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, individually or in the aggregate, to something that has had a Material Adverse Effect, the Purchaser shall have the right to terminate this Agreement for failure to satisfy the closing conditions set forth in Section 7.2, and solely in this case, where the Purchaser has the right (pursuant to this Section 6.2) to, but does not elect to terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement, then the Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matter or matters set forth on such Schedule Supplements under any of the conditions set forth in Section 7.2 and, further, shall have irrevocably waived its right to indemnification under Article VIII with respect to such matter or matters.
Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which Seller become 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.
Supplement to Disclosure Schedules. Each party (for purposes of this Section 5.16, the “Disclosing Party”) shall promptly notify the other party in writing of any fact or circumstance that would cause any of the Disclosing Party’s representations, warranties or covenants in this Agreement or any Schedule hereto, to be untrue or incomplete in any respect, or would cause the Disclosing Party to be unable to deliver the certificate required under Section 6.5(b) or Section 7.5(b), as applicable, and the Disclosing Party shall promptly deliver to the other party an updated version of any applicable Section of the Disclosing Party’s Disclosure Schedule or add a new Schedule to this Agreement to which such fact or circumstance relates (the “Updated Disclosure Schedule”). The delivery by the Disclosing Party of an Updated Disclosure Schedule shall not prejudice any rights of the other party hereunder prior to the Closing, including the right to claim that the representations and warranties of the Disclosing Party, when made as of the date hereof, were inaccurate or false in any material respect and to exercise any right to terminate this Agreement with respect to any inaccuracy of the Disclosure Party’s representations and warranties as of the date hereof or as any date after the date hereof. If the other party consummates the Merger following delivery of an Updated Disclosure Schedule, such Updated Disclosure Schedule shall be deemed to qualify the representations and warranties made as of the Effective Time by the Disclosing Party and replace for such purpose, in whole or in part, as the case may be, the applicable Section(s) of the Disclosing Party’s Disclosure Schedule delivered hereunder for such purpose. In the event that (i) a party terminates this Agreement pursuant to Section 8.1(h) or Section 8.1(i), as applicable, as a result of the information disclosed by the Disclosing Party in the Updated Disclosure Schedule and (ii) the failure of the Disclosing Party to disclose such information prior to the delivery of the Updated Disclosure Schedule by the Disclosing Party was intentional, the Disclosing Party shall be required to pay the other party a Termination Fee in accordance with Section 8.3(b) or Section 8.3(c), as applicable, and such remedy or payment shall not limit any other remedies available to such other party under this Agreement or at law (including the right to claim a termination fee under Section 8.3(b)(ii) or Section 8.3(c)(ii), as applicable, with respect to such inaccuracies...
Supplement to Disclosure Schedules. From time to time prior to the Closing, Sellers shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules 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 7.01 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement following receipt of such Schedule Supplement and proceeds with Closing, then Buyer shall be deemed to have irrevocably waived its right to indemnification under Section 8.02 with respect to such matter.
Supplement to Disclosure Schedules. In the event that a Seller becomes aware of any fact or condition occurring after the date hereof that would require a change to any Disclosure Schedule such Seller may deliver a supplement to the Disclosure Schedules specifying the change. Buyer shall promptly determine prior to Closing whether it desires to terminate the Agreement under Article VIII hereof or proceed to Closing with such changed Disclosure Schedules. In the event that Buyer proceeds to Closing without terminating the Agreement, Buyer shall be deemed to have waived its right to recover Damages from Sellers resulting from such change.
Supplement to Disclosure Schedules. From time to time prior to the Closing, Sellers shall supplement or amend the Disclosure Schedules with respect to any matter hereafter arising or of which it becomes aware after the date hereof. Any disclosure in any such supplement to the Disclosure Schedules 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 6.2 have been satisfied.
Supplement to Disclosure Schedules. Any additional disclosures made in the supplemental Disclosure Schedules of Worldbid or Worldbid Sub made Pursuant to Section 7.3 of this Agreement will be acceptable to Royalite in its sole discretion.
Supplement to Disclosure Schedules. Prior to the Closing, Seller shall supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof promptly after it obtains awareness thereof (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 for purposes of determining whether or not the conditions set forth in Section 6.02 have been satisfied; provided, however, that if the disclosure made in such Schedule Supplement gives Buyer the right to terminate this Agreement pursuant to Section 9.01(b) and Seller irrevocably states in such Schedule Supplement that the supplement or amendment contained therein gives Buyer the unilateral right to terminate this Agreement and Buyer does not elect to terminate this Agreement within ten 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 7.02 with respect to such matter.
Supplement to Disclosure Schedules. Each party (for purposes of this Section 5.14, the “Disclosing Party ”) shall promptly notify the other party in writing of any fact or circumstance that would cause any of the Disclosing Party’s representations, warranties or covenants in this Agreement or any Schedule hereto, to be untrue or incomplete in any respect, or would cause the Disclosing Party to be unable to deliver the certificate required under Section 6.3 or Section 7.3(a), as applicable, and the Disclosing Party shall promptly deliver to the other party an updated version of any applicable Section of the Disclosing Party’s Disclosure Schedule or add a new Schedule to this Agreement to which such fact or circumstance relates (the “Updated Disclosure Schedule”). Upon delivery of the Updated Disclosure Schedule, the Updated Disclosure Schedule shall thereafter be deemed to qualify the representation and warranty to which it relates.
