Supplemental Disclosure Letter Sample Clauses

Supplemental Disclosure Letter. Seller and Buyer agree that, with respect to their respective Initial Disclosure Letter, they shall have the continuing obligation until the Closing Date to supplement, modify or amend promptly their respective Initial Disclosure Letter with respect to (a) any matter occurring after the date hereof that, if existing or occurring on or before the date of this Agreement, would have been required to be set forth or described in the Initial Disclosure Letter (the “New Matters”), and (b) other matters which are not New Matters but should have been set forth or described in the Initial Disclosure Letter as of the date hereof (the “Other Matters”). Any such supplement, modification or amendment (each a “Supplemental Disclosure Letter” and, collectively, the “Supplemental Disclosure Letters”) (i) that reflects a New Matter shall qualify the representations and warranties of Seller or Buyer, as the case may be, for all purposes of this Agreement, and (ii) that reflects one or more Other Matters shall not qualify any of the representations or warranties of Seller or Buyer, as the case may be, for any purpose under this Agreement, and shall be provided solely for informational purposes and (iii) shall constitute representations and warranties of the respective parties. On or before the Closing Date, Seller will prepare and deliver to Buyer and Buyer will prepare and deliver to Seller a copy of the Supplemental Disclosure Letter revised to reflect any supplement, modification or amendment required pursuant to this Section 7.3. Seller and Buyer shall deliver their respective Supplemental Disclosure Letter at least five (5) Business Days before the Closing Date. If no Supplemental Disclosure Letter satisfying the foregoing requirements is provided by Seller or Buyer, as the case may be, the Initial Disclosure Letter as delivered upon the execution of this Agreement shall continue to apply. If there is any inconsistency between the statements in this Agreement and those in such Disclosure Letter (other than an exception expressly set forth as such in such Disclosure Letter with respect to a specifically identified representation or warranty), the statements in this Agreement will control.
Sample 1See All (4)
Supplemental Disclosure Letter. The Company shall have the right to disclose additional matters (a “Supplemental Disclosure Item”) in a supplemental letter to Parent (a “Supplemental Disclosure Letter”) from time to time prior to the Closing that, had such additional matters existed or occurred on or prior to the date hereof, would have been required to be set forth or described in the Company Disclosure Schedules delivered to Parent on the date of this Agreement in order to make the representations and warranties true and correct as of the date of this Agreement and as of the Effective Time; provided, however, that Supplemental Disclosure Items shall be limited to events or developments actually occurring after the date hereof. Notwithstanding the foregoing, for purposes of determining whether the conditions set forth in Section 7.2 have been fulfilled, any Supplemental Disclosure Items or Supplemental Disclosure Letters shall be disregarded, and the Company Disclosure Schedule shall be deemed to include only that information contained therein on the date hereof and shall be deemed to exclude all information contained in any Supplemental Disclosure Letter. If Closing occurs, then no claim may be made hereunder with respect to the matters expressly disclosed in the Supplemental Disclosure Letter(s). Notwithstanding anything herein to the contrary, no Supplemental Disclosure Item with respect to actions taken in violation of Section 4.1 shall derogate from the rights of any applicable Person under Article X or otherwise contemplated hereunder with respect to such breach of the covenant in Section 4.1.
Sample 1Sample 2
Supplemental Disclosure Letter any letter or letters from the Warrantors to the Buyer between the date of this agreement and Completion described as a Supplemental Disclosure Letter, including any bundle of documents attached to it (Supplemental Disclosure Bundle).
Sample 1
Supplemental Disclosure Letter. No later than fifteen (15) days after the date of this Agreement, Landmark shall provide to ASG and ASG Sub the Supplemental Disclosure Letter which shall contain all of the information required by this Agreement and not previously provided in the Landmark Disclosure Letter pertaining solely to Landmark's Subsidiaries which are not organized in the U.S. (the "Non-U.S. Subsidiaries"). The Supplemental Disclosure Letter may include exceptions to the representations and warranties related to the Non-U.S. Subsidiaries even if the terms of the specific representation and warranty contained herein do not include a reference to the Supplemental Disclosure Letter. Such Supplemental Disclosure Letter shall be set forth in the form and manner of the Landmark Disclosure Letter previously delivered to ASG. ASG shall have a period of five (5) business days to review and have the opportunity to ask representatives of Landmark about the disclosures. At the end of the five (5) day period, ASG shall provide written notice of its desire to continue with the transaction or terminate this Agreement pursuant to Section 7.1(h). In the event that ASG continues to go forward with the transaction, the terms of this Agreement will continue in full force and effect and all terms, conditions or covenants shall continue in full force and effect. ASG and ASG Sub hereby acknowledge and agree that the failure of Landmark to provide disclosure in the Landmark Disclosure Letter regarding the Non-U.S. Subsidiaries shall not constitute a breach under the terms of this Agreement.
Sample 1
Supplemental Disclosure Letter. The Company shall deliver on the ------------------------------ Closing Date a supplement to the Disclosure Letter updating all of the disclosures accompanying the representations and warranties of the Company in this Agreement. Such supplement to the Disclosure Letter shall not affect the Parent's rights and remedies under Article 7.
Sample 1
Supplemental Disclosure Letter. The Seller shall prepare and provide the Purchaser a draft of the Supplemental Disclosure Letter no later than five (5) Business Days prior to Completion (or such other time as the parties may agree in good faith), together with copies of all documents available at that time to be annexed thereto, and shall provide the Purchaser with an update to the extent there are material changes prior to the Completion Date, in accordance with Schedule 4.
Sample 1
Supplemental Disclosure Letter. 12.7.1 Subject to clause 12.7.2, the Seller will, deliver to the Purchaser a Supplemental Disclosure Letter or provide written confirmation that no such letter is required, and, it shall deliver: (a) not later than two (2) Business Days prior to Completion, a draft of the Supplemental Disclosure Letter, or written confirmation that no such letter is required, to the Purchaser; and (b) if a Supplemental Disclosure Letter is to be delivered, on Completion, a duly executed Supplemental Disclosure Letter substantially in the form of the of the Disclosure Letter, save for any changes necessary or desirable to address any comments reasonably raised by or on behalf of the Purchaser or any changes required in the reasonable opinion of the Seller. 12.7.2 The facts and circumstances set out in the Supplemental Disclosure Letter must relate only to matters occurring from the Signature Date to the Completion Date. 12.7.3 Nothing contained in this clause 12.7 shall preclude the Purchaser from making any Warranty Claim in respect of an Uninsured Claim, in relation to the matters contained in the Supplemental Disclosure Letter.
Sample 1

Related to Supplemental Disclosure Letter

  • Disclosure Letter (a) The disclosures in the Disclosure Letter, and those in any Supplement thereto, must relate only to the representations and warranties in the Section of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement. (b) In the event of any inconsistency between the statements in the body of this Agreement and those in the Disclosure Letter (other than an exception expressly set forth as such in the Disclosure Letter with respect to a specifically identified representation or warranty), the statements in the body of this Agreement will control.

  • Disclosure Letters (a) Prior to the execution and delivery of this Agreement, each party has delivered to the other party a letter (its “Disclosure Letter”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of such party’s representations or warranties contained in Section 3.3 or to one or more of its covenants or agreements contained in Articles 4 or 5; provided, that (i) no such item is required to be set forth in a party’s Disclosure Letter as an exception to any representation or warranty of such party if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 3.2, and (ii) the mere inclusion of an item in a party’s Disclosure Letter as an exception to a representation or warranty shall not be deemed an admission by that party that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect (as defined herein) with respect to such party. (b) Any disclosures made with respect to a subsection of Section 3.3 shall be deemed to qualify (i) any subsections of Section 3.3 specifically referenced or cross-referenced and (ii) other subsections of Section 3.3 to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure (A) applies to such other subsections and (B) contains sufficient detail to enable a reasonable person to recognize the relevance of such disclosure to such other subsections.

  • Disclosure Schedule (i) During the Investment Period, the Company shall from time to time update the Disclosure Schedule as may be required to satisfy the condition set forth in Section 6.3(i). For purposes of this Section 5.14, any disclosure made in a schedule to the Compliance Certificate substantially in the form attached hereto as Exhibit D shall be deemed to be an update of the Disclosure Schedule. Notwithstanding anything in this Agreement to the contrary, no update to the Disclosure Schedule pursuant to this Section 5.14 shall cure any breach of a representation or warranty of the Company contained in this Agreement and shall not affect any of the Investor’s rights or remedies with respect thereto. (ii) Notwithstanding anything to the contrary contained in the Disclosure Schedules or in this Agreement, the information and disclosure contained in any Schedule of the Disclosure Schedules shall be deemed to be disclosed and incorporated by reference in any other Schedule of the Disclosure Schedules as though fully set forth in such Schedule for which applicability of such information and disclosure is readily apparent on its face. The fact that any item of information is disclosed in the Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement. Except as expressly set forth in this Agreement, such information and the thresholds (whether based on quantity, qualitative characterization, dollar amounts or otherwise) set forth herein shall not be used as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement.

  • Disclosure Schedules The Radiancy Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the Radiancy Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein.

  • of the Disclosure Schedule To the Knowledge of the Company there are no strikes, slowdowns, work stoppages, lockouts or threats thereof by or with respect to any of the employees of the Company.

  • Company Disclosure Letter The Company Disclosure Letter shall be arranged to correspond to the Articles and Sections of this Agreement, and the disclosure in any portion of the Company Disclosure Letter shall qualify the corresponding provision in Article III and any other provision of Article III to which it is reasonably apparent on the face of the disclosure that such disclosure relates. No disclosure in the Company Disclosure Letter relating to any possible non-compliance, breach or violation of any Contract or Law shall be construed as an admission that any such non-compliance, breach or violation exists or has actually occurred. In the Company Disclosure Letter, (a) all capitalized terms used but not defined therein shall have the meanings assigned to them in this Agreement and (b) the Section numbers correspond to the Section numbers in this Agreement.

  • Company Disclosure Schedule Article 3.............................................10

  • Disclosure Schedule References The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, and (b) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable person who has read that reference and such representations and warranties, without any independent knowledge on the part of the reader regarding the matter(s) so disclosed.

  • Notification; Updates to Disclosure Schedule (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

  • Disclosure Supplements From time to time prior to the Effective Time, each party shall promptly supplement or amend any materials Previously Disclosed and delivered to the other party pursuant hereto with respect to any matter hereafter arising which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in materials Previously Disclosed to the other party or which is necessary to correct any information in such materials which has been rendered materially inaccurate thereby; no such supplement or amendment to such materials shall be deemed to have modified the representations, warranties and covenants of the parties for the purpose of determining whether the conditions set forth in Article VI hereof have been satisfied.

Most Referenced Clauses

Most Referenced Definitions