Common use of Supplement to Disclosure Schedules Clause in Contracts

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. (i) From time to time prior to the Closing, the Seller and the Company Entities DMK shall have the right (but not the obligation) to supplement or amend the DMK Disclosure Schedules Schedule hereto solely for informational purposes and solely 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 amend be deemed to have cured any inaccuracy in or modify, breach of any representation or warranty contained in any respect, the Disclosure Schedules for any purpose under this Agreement, including for purposes of the termination rights contained in this Agreement or of determining whether or not the conditions set forth in Article VII have been satisfied; provided, however, that if as a result of matters disclosed 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 Axxxxx has the right (pursuant to this Section 6.2) to, but does not elect to to, terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement, then the Purchaser Adamis shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter. (ii) From time to time prior to the Closing, Axxxxx shall have the right (but not the obligation) to supplement or amend the Adamis Disclosure Schedule hereto with respect to any matter hereafter arising or matters set forth on of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplements under 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 termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 7.2 andArticle VIII have been satisfied; provided, furtherhowever, that if as a result of matters disclosed in such Schedule Supplement, DMK 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 DMK shall be deemed to have irrevocably waived its any right to indemnification under Article VIII terminate this Agreement with respect to such matter or mattersmatter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, the Seller and the Company Entities Quiksilver shall have the right (but not the obligation) to promptly supplement or amend the Disclosure Schedules hereto solely for informational purposes and solely with respect to any matter hereafter first arising or first occurring after the date hereof hereof, which, if existing, occurring or known at the date of this Agreement would have been required to be set forth or described in the Disclosure Schedules (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not amend be deemed to have cured any inaccuracy in or modify, breach of any representation or warranty contained in any respect, the Disclosure Schedules for any purpose under 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; provided, however, that in the event such event, development or occurrence which is the subject of the Schedule Supplement constitutes something that, as of the date of such Schedule Supplement, individually makes, or taken together with would reasonably be expected to make, any of the eventsconditions set forth in Section 6.2 incapable of being satisfied, 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 then Buyer shall have the right to terminate this Agreement for failure within five (5) Business Days after the date of the delivery by Quiksilver to satisfy the closing conditions set forth in Section 7.2Buyer of a Schedule Supplement disclosing such event, development or occurrence; and solely in this caseprovided, where the Purchaser further, however, that if Buyer has the right (pursuant to this Section 6.2) to, but does not elect to to, terminate this Agreement within ten five (105) Business Days of its receipt of such Schedule Supplement, then the Purchaser Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the such 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 Section 7.2 with respect to such matter matter. For the avoidance of doubt, if any representation or matterswarranty of Quiksilver is inaccurate or untrue as of the date of this Agreement, no such breach or violation shall be subject to cure pursuant to this Section 4.3.

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 (or amend and restate) the Disclosure Schedules hereto solely for informational purposes and solely with respect to any circumstance, development, event, condition or other matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any Each such Schedule Supplement shall not be deemed to be incorporated into and to supplement and amend or modify, in any respect, the Disclosure Schedules for any purpose under this Agreementall purposes; provided, however, that in the event if such circumstance, development, event, development condition or occurrence other matter which is the subject of the Schedule Supplement constitutes or relates to something that would, without giving effect to the Schedule Supplement, cause any closing condition set forth in Section 3.02 not to be satisfied because any such circumstance, development, event, condition or other matter 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 Buyer shall have the right to terminate this Agreement for failure to satisfy the closing conditions set forth as provided in Section 7.210.01(c); provided, and solely in this casefurther, where the Purchaser that if Buyer 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 SupplementAgreement, as provided in Section 10.01(c), then the Purchaser (x) Buyer 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 andmatter, further, shall have irrevocably waived its right to indemnification under Article VIII (y) no Indemnity Claim may be made with respect to such matter by Buyer or mattersany other member of the Buyer Group, any such claim being hereby irrevocably waived and released with respect to such matter, and (z) such matter shall be a permitted Schedule Supplement and shall not be a basis for Buyer to assert that any closing condition set forth in Section 3.02 has not been satisfied.

Supplement to Disclosure Schedules. From time Seller may deliver to time Buyer no later than the end of the second (2nd) Business Day prior to the Closing, Base Closing Date a true and complete schedule of changes (the Seller and the Company Entities shall have the right (but not the obligation“Update Schedule”) to supplement or amend any of the information contained in the Disclosure Schedules hereto solely for informational purposes and solely with respect (including changes to any matter arising other representations or warranties in ARTICLE III hereof as to which no Disclosure Schedule has been created as of the date hereof but as to which a Disclosure Schedule would have been required if such changes had existed on the date hereof), which changes are required as a result of events or circumstances occurring, or of which Seller first becomes aware, subsequent to the date hereof which would render any representation or warranty inaccurate or incomplete at any time after the date hereof (each a “of this Agreement until the Base Effective Time, which Update Schedule Supplement”). Any such Schedule Supplement shall not amend or modify, in any respect, be dated as of the Disclosure Schedules for any purpose under this AgreementBase Closing Date; provided, however, that in the event if 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 supplemental information relates to something that has had an event or circumstance occurring, or of which Seller first becomes aware, subsequent to the date hereof (other than events or circumstances which arise from a Material Adverse Effect violation of Section 6.1) 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 if Buyer would have the right to terminate not consummate the transactions contemplated by this Agreement as a result of the failure of the condition contained in Section 7.1 on the basis of the information so disclosed and it does not exercise such right prior to the Base Closing, then such supplemental information shall constitute an amendment of the representation, warranty or statement to which it relates for failure to satisfy the closing conditions purposes of ARTICLE IX of this Agreement. Except as set forth in Section 7.2the immediately preceding sentence, and solely unless expressly consented to in this casewriting by Buyer, where any other supplemental information to the Purchaser has Disclosure Schedules or any delivery of an Update Schedule after the right (pursuant to this Section 6.2) to, but does date hereof shall 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 cure any right to terminate breach of any representation or warranty made in 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 mattersAgreement.

Supplement to Disclosure Schedules. From time to time prior to the Closing, the Seller and Company, the Company Entities Sellers or the Representative shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto solely for informational purposes and solely (including by adding sections thereto) with respect to any matter hereafter arising or of which the Company or any of the Sellers or the Representative becomes aware after the date hereof with sufficient specificity to enable Buyer to evaluate the significance of such supplemental information (each a “Schedule Supplement”). Any ) and each such Schedule Supplement shall not be deemed to be incorporated into and to supplement amend or modify, in any respect, the Disclosure Schedules as of the Closing Date for any purpose under this Agreementpurposes of Article VII or Article IX; provided, howeverhoweverE that (a) the receipt or acceptance by Buyer or CPS of a Schedule Supplement and the subsequent occurrence of the Closing shall not be deemed to cure, that and shall not constitute a waiver by Buyer or CPS of its right under Article VIII with respect to, (i) any inaccuracies or breaches of any representation, warranty or covenant made or to be made by the Sellers or the Company as of the date hereof or (ii) any Losses which arise out of or result from the facts, circumstances, conditions or matters disclosed in such Schedule Supplement, (b) if the event facts, circumstances, conditions or matters disclosed in such Schedule Supplement are capable of cure, Sellers and the Company shall use their commercially reasonable efforts to cure such facts, circumstances, conditions or matters within thirty (30) days of their delivery of such Schedule Supplement, and (c) if any event, development or occurrence which is the subject of the a Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, Supplement 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 then Buyer shall have the right to terminate this Agreement for failure to satisfy the closing conditions condition set forth in Section 7.27.02; provided further, and solely in this case, where the Purchaser howeverE that if Buyer has the right (pursuant to this Section 6.2) to, but does not elect to terminate this Agreement within ten fifteen (1015) Business Days days of its receipt of such a Schedule Supplement, then the Purchaser Buyer and CPS shall be deemed to have irrevocably waived any right to terminate this Agreement (or to not consummate the Transactions) with respect to the matter (or as a result of) any and all facts, circumstances, conditions, events, developments, occurrences or matters set forth on disclosed in such Schedule Supplements Supplement 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 VII or mattersArticle IX.