Supplement to Schedules. From time to time prior to the Closing, the Contributors shall have the right (but not the obligation) to supplement or amend the Schedules hereto with respect to any matter hereafter arising or of which Contributors become aware after the date hereof including specifically, but not by way of limitation, information contained in any title insurance or property reports with respect to the Properties (each a “Schedule Supplement”), and each such Schedule Supplement shall be deemed to be incorporated into and to supplement and amend the Schedules as of the date hereof and the Closing Date; provided, however, that no such Schedule Supplement shall have any effect for purposes of determining the satisfaction of the conditions to Closing set forth herein. [Signature Page Follows]
Supplement to Schedules. Seller shall, from time to time prior to the Closing by written notice to Buyer, supplement or amend the Schedules to this Agreement to correct any matter that would constitute a breach of any representation or warranty of Seller in Section 4.1 of this Agreement. For purposes of determining whether Buyer's condition set forth in Section 8.2(a) has been fulfilled, the Schedules shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude all information contained in any supplement or amendment thereto, but if Closing shall occur, then any matters disclosed to Buyer pursuant to any supplement or amendment at or prior to the Closing shall be deemed to be waived by Buyer and Buyer shall not be entitled to make a claim thereon under this Agreement.
Supplement to Schedules. The information set forth in Annex 1 attached hereto is hereby added to the information set forth in Schedules 1 through 4 of the Security Agreement.
Supplement to Schedules. From time to time prior to the Closing, but in no event later than October 11, 2022 (the “Supplement Cutoff Date”), the Acquirer, the Target Company, and the Owners shall have the right (but not the obligation, except in the case of the delivery of the audited financial statements of the Target Company as of and for the fiscal years ended 2020 and 2021, consisting of the audited balance sheets as of such dates, the audited income statements for the periods then-ended, the audited cash flow statements for the periods then-ended and the corresponding notes to such financial statements, which the Target Company shall be obligated to deliver prior to the Supplement Cutoff Date) to supplement or amend the Disclosure Schedules 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 indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Article 8 have been satisfied; provided, however, that if, hereunder, the Acquirer has the right to, but does not timely and properly elect to, terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement, then the Acquirer or the Target Company and Owners, as applicable, shall be deemed to have waived any right to terminate this Agreement with respect to such matter and, further, shall have waived its right to indemnification under Section 9.1 with respect to such matter.
Supplement to Schedules. After the date hereof, Gold Xxxx shall, from time to time prior to or at the Closing, by notice to Southern States, supplement or amend any Schedule, including without limitation, one or more supplements or amendments thereto, to correct any matter which would constitute a breach of any representation or warranty set forth herein. Such supplemental or amended Schedule shall not be deemed to cure any willful and intentional breach of such representation or warranty for the purposes of Article XVI hereof. If, however, the Closing occurs, such supplemental or amended Schedule shall be effective to cure and correct for all purposes any breach of any representation or warranty that would have existed by reason of Gold Xxxx not having made such supplement or amendment.
Supplement to Schedules. The information set forth in Exhibit 1 attached hereto is hereby added to the information set forth in Schedules 1 through 4 of the Pledge and Security Agreement as well as the Perfection Certificate attached as Annex I thereto.
Supplement to Schedules. (a) Each Seller shall have the right prior to the Closing to supplement or amend and deliver updates to the Disclosure Schedules with respect to any matter which would have been required to be set forth on or described in such Disclosure Schedules (a “Disclosure Schedule Update”), whether on account of any notice from Purchaser or under any other circumstance, but only to the extent that such matter first arose or occurred, or relates to events, facts or circumstances that first arose or occurred, after the date of the Agreement, and each Seller shall provide Purchaser with any such Disclosure Schedule Update as promptly as reasonably practicable, but in no event later than twenty (20) Business Days after Sellers’ Actual Knowledge of the nature and extent of an event, fact or circumstance sufficient to require a Disclosure Schedule Update. Purchaser shall obtain a title insurance commitment for the title insurance policy described in Section 9.02(f) and a survey satisfying the requirements of Section 9.02(g) no later than ninety (90) days after the date of this Agreement and promptly provide Sellers with copies of such title commitment and survey. Purchaser shall advise Sellers if there are any items on such title commitment or survey to which Purchaser objects no later than one hundred twenty (120) days after the date of this Agreement. Purchaser shall obtain the Phase I report required by Section 9.02(i) no later than sixty (60) days after the date of this Agreement and promptly provide Sellers with copies of all drafts of such Phase I report obtained pursuant to Section 9.02(i) and the final report. Purchaser shall advise Sellers if there are any items on such Phase I report to which Purchaser objects no later than ninety (90) days after the date of this Agreement. Seller shall have the right to update Schedule 4.02(n) based on the results of such CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. title commitment and survey and Purchaser’s objections to any items in such title commitment and survey (including any items that come within the proviso of clause (f) of the definition of “Permitted Liens”) and Schedule 4.02(i) based on the results of such Phase I report and Purchaser’s objections to any items in such Phase I report. Any Disclosure Schedul...
Supplement to Schedules. From time to time prior to the Closing, Sellers shall have the right (but not the obligation) to supplement or amend the Schedules hereto with respect to any matter hereafter first arising 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(a) have been satisfied; provided, however, that if Buyer obtains the right to, but does not elect to, terminate this Agreement arising out 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 unless Buyer elects to terminate this Agreement within five (5) Business Days following its receipt of such Schedule Supplement. Buyer’s failure to terminate this Agreement in response to any Schedule Supplement shall in no event be construed as a waiver of any of its right to indemnification under Section 9.02 with respect to such matter.
Supplement to Schedules. Seller may, from time to time prior to the Closing, by written notice to Purchaser, 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 contained in this Agreement. No such supplement or amendment will affect the rights and obligations of the Parties under Section 5.1 or Section 5.2 until after the Closing Date. Notwithstanding anything in this Agreement to the contrary, if the Closing occurs, any such supplement or amendment of any such schedule will be effective to cure and correct for indemnification purposes any breach of any representation, warranty, or covenant that would have existed by reason of Seller not having made such supplement or amendment.
Supplement to Schedules. From time to time prior to the Closing, the Company shall have the right (but not the obligation) to supplement or amend the Schedules hereto with respect to any matter arising 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 6.1 have been satisfied; provided, however, that if the Buyer has the right to, but does not elect to, terminate this Agreement within five (5) 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.
