Common use of Supplemental Disclosure Clause in Contracts

Supplemental Disclosure. At the request of GE Capital (in the event that such information is not otherwise delivered by Aladdin Gaming to GE Capital pursuant to this Agreement) but not more frequently than every three (3) months, Aladdin Gaming will supplement (or cause to be supplemented) each Schedule hereto, or representation herein or in any other Operative Document with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; provided however, that such supplement to such Schedule or representation shall not be deemed an amendment thereof unless expressly consented to in writing by GE Capital, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by GE Capital of any Default disclosed therein. Aladdin Gaming shall, if so requested by GE Capital, furnish to GE Capital as often as it reasonably requests, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as GE Capital may reasonably request, all in reasonable detail, and, Aladdin Gaming shall advise GE Capital promptly, in reasonable detail, of (i) any Lien, other than as permitted pursuant to Section 8(f), attaching to or asserted against any of the Collateral, (ii) any material change in the composition of the Collateral, and (iii) the occurrence of any other event which would have a Material Adverse Effect upon the Collateral and/or GE Capital's Lien thereon.

Appears in 2 contracts

Samples: Facilities Agreement (Aladdin Gaming Enterprises Inc), Facilities Agreement (Aladdin Capital Corp)

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Supplemental Disclosure. At The Borrower, on the request of GE Capital the Agent or any Lender, will (in the event that such information is not otherwise delivered by Aladdin Gaming to GE Capital pursuant to this Agreementor may, as it shall elect) but not more frequently than every three (3) months, Aladdin Gaming will supplement (or cause to be supplemented) each Schedule hereto, or representation herein or in any other Operative Loan Document with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; provided however, that such supplement to any such Schedule or representation shall not be deemed an amendment thereof unless except if and to the extent that (i) the information disclosed in such supplement updates (A) Schedule 3.2 or Schedule 3.8 to include any Real Property leased or acquired by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement, but includes no additional exceptions or other changes to said schedule, (B) Schedule 3.11 to include any Subsidiaries, joint ventures or partnerships with, or other equity interests in, any Person that are acquired or created by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement, but only if the Borrower is in compliance with its obligations under Sections 5.15 and 5.17 with respect thereto, (C) Schedule 3.14 to include any new Plans maintained or contributed to by the Borrower or any Domestic Subsidiary or ERISA Affiliate thereof in accordance with this Agreement, but includes no additional exceptions or other changes to said schedule, (D) Schedule 3.16 to include any additional licenses, patents, patent applications, copyrights, service marks, trademarks, trademark applications and trade names acquired in accordance with this Agreement and then owned by the Borrower or any Domestic Subsidiary thereof, and any registration numbers applicable thereto, but includes no additional exceptions or other changes to said schedule, (E) Schedule 3.20 to include any deposit or securities accounts opened and maintained by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement and Annex B hereto, and (F) the schedules in any Security Agreement that disclose (x) the properties or locations where Collateral is located to include any new properties or locations leased or acquired after the Effective Date at which Collateral is located, in each case if and to the extent that each such property and location is leased or acquired, and Collateral is located at each such property and location, in accordance with this Agreement and the Loan Documents or (y) commercial tort claims or instruments required to be disclosed in accordance with the terms thereof and, in the case of any such supplement amending any schedule referred to in this clause (F), such schedule shall be deemed amended upon the delivery of written notice by the Borrower to Agent of any such new property or location, or (ii) such amendment is expressly consented to in writing by GE Capitalthe Agent and Requisite Lenders, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by GE Capital the Lenders of any Default disclosed therein. Aladdin Gaming The Borrower shall, if so requested by GE Capitalthe Agent or the Requisite Lenders, furnish to GE Capital the Agent and the Lenders as often as it reasonably requests, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as GE Capital the Agent and the Lenders may reasonably request, all in reasonable detail, and, Aladdin Gaming and the Borrower shall advise GE Capital the Agent and the Lenders promptly, in reasonable detail, of (ia) any Lien, other than as permitted pursuant to Section 8(f)6.7, attaching to or asserted against any of the Collateral, (iib) any material change in the composition of the Collateral, and (iiic) the occurrence of any other event which would have a Material Adverse Effect upon the Collateral and/or GE Capital's the Agent’s and Lenders’ Lien thereon.

Appears in 2 contracts

Samples: Credit Agreement (Synnex Corp), Credit Agreement (Synnex Corp)

Supplemental Disclosure. At Within thirty (30) days after the request end of GE Capital each Fiscal Quarter (or, if a Default has occurred and is continuing, at such other times as Agent may require upon no less than ten (10) days prior notice) and, with respect to SCHEDULES 3.6 and 3.20 only, promptly and in any event within five (5) Business Days of any change in the event that information set forth in such information is not otherwise delivered by Aladdin Gaming to GE Capital pursuant to this Agreement) but not more frequently than every three (3) monthsSchedules, Aladdin Gaming Borrower will supplement (or cause to be supplemented) each Schedule hereto, (or SCHEDULE 3.6 and 3.20, as applicable) or representation herein or in any other Operative Loan Document with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; provided howeverPROVIDED, that such supplement to such Schedule Schedules or representation representations (except for any supplement to SCHEDULE 3.2, SCHEDULE 3.6 (solely relating to such Schedule's identification of real property owned, leased or used in each Loan Party's business), SCHEDULE 3.9 (solely relating to such Schedule's identification of Affiliates of Borrower and, without limiting SECTION 8.1(1), the Stock ownership of Borrower and the voting interests of the owners thereof), SCHEDULE 3.12 (solely relating to the audits and extensions referred to in the fourth and fifth sentences of SECTION 3.12) or SCHEDULE 3.19, in each case solely to the extent such supplement reflects actions in conformity with and not otherwise prohibited by the terms of the Loan Documents) shall not be deemed an amendment thereof unless expressly consented to in writing by GE CapitalAgent and Required Lenders, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by GE Capital Agent or Lenders of any Default disclosed therein. Aladdin Gaming Borrower shall, if so requested by GE CapitalAgent or Required Lenders, furnish finish to GE Capital Agent and each Lender as often as it reasonably requests, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as GE Capital Agent or Required Lenders may reasonably request, all in reasonable detail, and, Aladdin Gaming Borrower shall advise GE Capital Agent and each Lender promptly, in reasonable detail, of (iof(a) any Lien, other than as permitted pursuant to Section 8(f)SECTION 6.7, attaching to or asserted against any of the Collateral, (iib) any material change in the composition of the Collateral, and (iiic) the occurrence of any other event which would or events which, individually or in the aggregate, could have or result in a Material Adverse Effect upon the Collateral and/or GE CapitalAgent's Lien thereon.

Appears in 2 contracts

Samples: Credit Agreement (Dicks Sporting Goods Inc), Credit Agreement (Galyans Trading Co Inc)

Supplemental Disclosure. At (a) Seller shall have the request right, from time to time prior to the Closing, to supplement any section of GE Capital (the Seller Disclosure Letter as any such supplement may relate to any of the representations and warranties in the event that such information is not otherwise delivered by Aladdin Gaming to GE Capital pursuant to this Agreement) but not more frequently than every three (3) months, Aladdin Gaming will supplement (or cause to be supplemented) each Schedule hereto, or representation herein or in any other Operative Document ARTICLE 2 hereof with respect to any matter hereafter arising which, if existing or occurring at that first arises after the date hereof that does not arise from: (i) any breach of this Agreement, would have been required Agreement by Seller or any of its Affiliates; or (ii) any inaccuracy of any representation and warranty made by Seller in ARTICLE 2 of this Agreement as of the date hereof (a “Supplemental Disclosure Matter”); provided that the foregoing right to supplement the Seller Disclosure Letter shall not apply to the extent that the Supplemental Disclosure Matters proposed to be set forth or described disclosed in such Schedule supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $2,500,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so). (b) In the event Buyers choose not to terminate this Agreement as an exception to such representation or which is necessary to correct any information provided in such Schedule or representation which has been rendered inaccurate thereby; provided howeverthe proviso in Section 4.15(a), that such supplement to the Seller Disclosure Letter in respect of such Schedule Supplemental Disclosure Matters shall be permitted and if made will be deemed to have cured any inaccuracy of the applicable representation and warranty made by Seller, in this Agreement or representation in the Seller Disclosure Letter for all purposes hereunder (it being understood that any supplement in respect of a Supplemental Disclosure Matter that is not covered by the proviso in Section 4.15(a) shall not be deemed an amendment thereof unless expressly consented to in writing by GE Capital, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by GE Capital cure any inaccuracy of any Default disclosed therein. Aladdin Gaming shall, if so requested by GE Capital, furnish representation or warranty). (c) Notwithstanding anything to GE Capital as often as it reasonably requests, statements the contrary in the foregoing clauses (a) and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as GE Capital may reasonably request, all in reasonable detail, and, Aladdin Gaming shall advise GE Capital promptly, in reasonable detail, (b) of this Section 4.15: (i) at any Lientime following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(a), other than the right to supplement the Seller Disclosure Letter as permitted provided under Section 4.15(a) shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 8(f7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so), attaching to or asserted against any of the Collateral, ; and (ii) at any material change time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(c), the provisions of this Section 4.15(c) will apply in respect of all Supplemental Disclosure Matters proposed to be disclosed in supplements to the Seller Disclosure Letter if such Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the composition aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of the Collateral, and (iii) the occurrence of any other event which would have a Material Adverse Effect upon the Collateral and/or GE Capital's Lien thereon$1,000,000.

Appears in 2 contracts

Samples: Purchase Agreement (Silgan Holdings Inc), Purchase Agreement (WestRock Co)

Supplemental Disclosure. At (a) Seller shall have the request right, from time to time prior to the Closing, to supplement any section of GE Capital (in the event that such information is not otherwise delivered by Aladdin Gaming to GE Capital pursuant to this Agreement) but not more frequently than every three (3) months, Aladdin Gaming will supplement (or cause to be supplemented) each Schedule hereto, or representation herein or in any other Operative Document Seller Disclosure Letter with respect to any matter hereafter arising which, if existing or occurring at that arises after the date hereof that does not arise from (a) any breach of this AgreementAgreement by Seller or any of its Affiliates or (b) any inaccuracy of any representation and warranty made by Seller in Article 2 of this Agreement as of the date hereof (a “Supplemental Disclosure Matter”); provided that the foregoing right to supplement the Seller Disclosure Letter shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000 unless Seller, in a written notice to Buyer, grants Buyer the right, within five Business Days of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyer chooses to do so). In the event Buyer chooses not to terminate this Agreement as provided in the proviso of the preceding sentence, such supplement to the Seller Disclosure Letter shall be permitted and any such supplemental disclosure permitted by this Section 4.14 will be deemed to have cured any inaccuracy of the representation and warranty made in the Seller Disclosure Letter for all purposes hereunder. (b) Every seven (7) Business Days after the date hereof and on the third Business Day prior to the Closing, Seller shall notify Buyer in writing with respect to any matter that arises after the date hereof and prior to the third Business Day prior to the Closing of which an individual listed in the definition of “Knowledge of Seller” becomes aware that would have been required to be set forth disclosed pursuant to any representation and warranty expressly made only as of the date hereof in Article 2 of this Agreement, other than the representations made in the first sentence of Section 2.15, if such matter had arisen as of or described in such Schedule or as an exception prior to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate therebythe date hereof; provided provided, however, that such supplement Seller shall only be obligated to such Schedule or representation shall not be deemed an amendment thereof unless expressly consented to notify Buyer in writing by GE Capital, and no such amendments, except as on the same may be consented third Business Day prior to in a writing which expressly includes a waiver, shall be or be deemed a waiver by GE Capital of any Default disclosed therein. Aladdin Gaming shall, if so requested by GE Capital, furnish the Closing with respect to GE Capital as often as it reasonably requests, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as GE Capital may reasonably request, all in reasonable detail, and, Aladdin Gaming shall advise GE Capital promptly, in reasonable detail, of (ia) any Lien, other than as permitted pursuant new purchase orders requiring payments of $100,000 or more entered into on or after the date hereof in the ordinary course of business consistent with past practice that are Material Contracts and (b) any updates pertaining to the matter described on Section 8(f), attaching to or asserted against any 2.15(3) of the Collateral, (ii) any material change in the composition of the Collateral, and (iii) the occurrence of any other event which would have a Material Adverse Effect upon the Collateral and/or GE Capital's Lien thereonSeller Disclosure Letter.

Appears in 1 contract

Samples: Stock Purchase Agreement (Uci Holdings LTD)

Supplemental Disclosure. At (a) The Target Companies and the request of GE Capital (in Sellers shall have the event that such information is not otherwise delivered by Aladdin Gaming continuing right until the Closing to GE Capital pursuant to this Agreement) but not more frequently than every three (3) monthssupplement or amend, Aladdin Gaming will supplement (or cause to be supplemented) each Schedule hereto, or representation herein or in any other Operative Document the Schedules with respect to any matter hereafter arising whichthat, if existing or occurring known at the date of this Agreement, would have been required to be set forth or described in such the Schedules listed in Articles III and IV above. The parties agree that to the extent any representation contained in Articles III and IV above does not make reference to a Schedule, but as a result of circumstances arising after the date of this Agreement the inclusion of exceptions in a Schedule or as an exception to such representation or which is necessary to correct any information make such representation not inaccurate, the Target Companies and the Sellers will be entitled to create the respective schedule prior to Closing; provided such new or revised schedule, as the case may be, may exclusively refer to actions, facts or situations created or arising from activities performed after the date hereof, that derive from the ordinary course of business of the Target Companies, that do not result in a Material Adverse Effect on the Target Companies, and if applicable, are in compliance with Section 6.1 hereof (the “Supplemental Disclosure Standards”). All of the foregoing, in the understanding, however, that, (i) such supplemental disclosures are permitted in order to make the statements contained in such Schedule Schedules, or in the relevant representation in the case such representation does not make reference to a Schedule, accurate and true, and (ii) such new information will not release Sellers from, or otherwise affect or limit, their obligation to indemnify Purchasers for any Losses that could arise from, or in connection with, such supplemental disclosures due to the fact that it was disclosed to Purchasers, except for any update made in compliance with the Supplemental Disclosure Standards to Schedules 3.11(a)(i) (Real Property) (in this case, solely for purposes of updating the status of registration of the deeds of cancellation referred therein), 3.12(a) (Leased Property), 3.14(a) (Material Contracts), 3.15(a)(i) (Sanitary Licenses) (in this case, solely for purposes of including additional Sanitary Licenses obtained by the Target Companies between the date of this Agreement and the Closing Date), 3.16(a) (Intellectual Property) (in this case, solely for purposes of including additional Target Company Intellectual Property or to reflect the renewal of any existing Target Company Intellectual Property), 3.17 (Suppliers), 3.22(a) (Key Employees), 3.23(a) (Employee Benefits), 3.24 (Collective Bargaining Agreements), 3.25 (Insurance Policies), and 3.26 (Related Party Transactions), in which has been rendered inaccurate thereby; case the accurate disclosure by Sellers of the relevant matter or situation would release them from any indemnification liability or responsibility under Article X in connection with such matters. (b) The inclusion of any matter in the Schedules as provided howeverin (a) above, that such supplement to such Schedule or representation shall not be deemed to constitute an amendment thereof unless expressly consented to in writing admission by GE Capitalthe Sellers, and no the Target Companies or the Purchasers or otherwise imply that any such amendments, except as matter is material for the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by GE Capital purposes of any Default disclosed therein. Aladdin Gaming shall, if so requested by GE Capital, furnish to GE Capital as often as it reasonably requests, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as GE Capital may reasonably request, all in reasonable detail, and, Aladdin Gaming shall advise GE Capital promptly, in reasonable detail, of (i) any Lien, other than as permitted pursuant to Section 8(f), attaching to or asserted against any of the Collateral, (ii) any material change in the composition of the Collateral, and (iii) the occurrence of any other event which would have a Material Adverse Effect upon the Collateral and/or GE Capital's Lien thereonthis Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Endo International PLC)

Supplemental Disclosure. At On the request of GE Capital the Agent or any Lender (in the event that such information is not otherwise delivered by Aladdin Gaming the Borrower to GE Capital the Agent or the Lenders pursuant to this Agreement) but not more frequently than every three (3) months), Aladdin Gaming the Borrower will supplement (or cause to be supplemented) each Schedule hereto, or representation herein or in any other Operative Loan Document with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; provided however, that such supplement to any such Schedule or representation shall not be deemed an amendment thereof unless except if and to the extent that (i) the information disclosed in such supplement updates (A) Schedule 3.2 or Schedule 3.8 to include any Real Property leased or acquired by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement, but includes no additional exceptions or other changes to said schedule, (B) Schedule 3.11 to include any Subsidiaries, joint ventures or partnerships with, or other equity interests in, any Person that are acquired or created by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement, but only if the Borrower is in compliance with its obligations under Sections 5.15 and 5.17 with respect thereto, (C) Schedule 3.14 to include any new Plans maintained or contributed to by the Borrower or any Domestic Subsidiary or ERISA Affiliate thereof in accordance with this Agreement, but includes no additional exceptions or other changes to said schedule, (D) Schedule 3.16 to include any additional licenses, patents, patent applications, copyrights, service marks, trademarks, trademark applications and trade names acquired in accordance with this Agreement and then owned by the Borrower or any Domestic Subsidiary thereof, and any registration numbers applicable thereto, but includes no additional exceptions or other changes to said schedule, (E) Schedule 3.20 to include any deposit or securities accounts opened and maintained by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement and Annex B hereto, and (F) the schedules in any Security Agreement that disclose the properties or locations where Collateral is located to include any new properties or locations leased or acquired after the Effective Date at which Collateral is located, in each case if and to the extent that each such property and location is leased or acquired, and Collateral is located at each such property and location, in accordance with this Agreement and the Loan Documents and, in the case of any such supplement amending any schedule referred to in this clause (F), such schedule shall be deemed amended upon the delivery of written notice by the Borrower to Agent of any such new property or location, or (ii) such amendment is expressly consented to in writing by GE Capitalthe Agent and Requisite Lenders, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by GE Capital the Lenders of any Default disclosed therein. Aladdin Gaming The Borrower shall, if so requested by GE Capitalthe Agent or the Requisite Lenders, furnish to GE Capital the Agent and the Lenders as often as it reasonably requests, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as GE Capital the Agent and the Lenders may reasonably request, all in reasonable detail, and, Aladdin Gaming and the Borrower shall advise GE Capital the Agent and the Lenders promptly, in reasonable detail, of (ia) any Lien, other than as permitted pursuant to Section 8(f)6.7, attaching to or asserted against any of the Collateral, (iib) any material change in the composition of the Collateral, and (iiic) the occurrence of any other event which would have a Material Adverse Effect upon the Collateral and/or GE Capital's the Agent’s and Lenders’ Lien thereon.

Appears in 1 contract

Samples: Credit Agreement (Synnex Corp)

Supplemental Disclosure. At (a) The Company may, from time to time prior to the request date falling five (5) Business Days prior to the Closing, by notice in accordance with the terms of GE Capital (in the event that such information is not otherwise delivered by Aladdin Gaming this Agreement, supplement, amend or add a Schedule with a corresponding reference to GE Capital pursuant be added to this AgreementAgreement (each, a “Supplement”) but to add new information that arises out of or relates to facts or conditions that did not more frequently than every three (3) months, Aladdin Gaming will supplement (or cause to be supplemented) each Schedule hereto, or representation herein or in any other Operative Document with respect to any matter hereafter arising which, if existing or occurring at exist as of the date of this Agreement. The delivery of any Supplement pursuant to this Section 5.5(a) will not cure any breach that otherwise might exist or come to exist hereunder by reason of such matters reflected in any Supplement; provided, that if (i) the Closing occurs or (ii) the Buyers do not, within five (5) Business Days of the delivery of any Supplement, give notice to the Sellers that such Supplement constitutes a breach of this Agreement that, if not cured, would enable the Buyers to terminate this Agreement pursuant to Section 8.1(b) (and that in the absence of a cure the Buyers would intend to terminate this Agreement), then any such Supplement will be effective to cure and correct for purposes of Section 6.3(a) and Section 9.1(a) any breach as of the Closing Date of any representation or warranty (other than a breach as of the Closing Date of a Fundamental Representation) that would have existed if the Company had not made such Supplement, and, solely for purposes of determining whether a breach of any representation or warranty (other than a breach of a Fundamental Representation) has occurred, all references to any Schedule hereto that is supplemented, amended or added as provided in this Section 5.5(a) shall after the Closing be deemed to be a reference to such Schedule as so supplemented, amended or added. (b) The Company shall, from time to time prior to the date falling five (5) Business Days prior to the Closing, by notice in accordance with the terms of this Agreement, Supplement a Schedule if the Company becomes aware of any fact or condition that occurred prior to the date of this Agreement and that would have been required to be set forth or described in the Schedules (each, an “Existing Condition”). The delivery of any Supplement pursuant to this Section 5.5(b) will not cure any breach that otherwise might exist or come to exist hereunder by reason of such Schedule or as an exception matters reflected in any such Supplement. Notwithstanding anything in this Agreement to the contrary, any breach by the Company of this Section 5.5(b) shall be deemed for all purposes (including for purposes of Article IX) to constitute a breach of the applicable representation and warranty to which any such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; provided however, that such supplement to such Schedule or representation Existing Condition relates and shall not be deemed an amendment thereof unless expressly consented to in writing by GE Capital, and no such amendments, except as the same may be consented to in constitute a writing which expressly includes a waiver, shall be or be deemed a waiver by GE Capital breach of any Default disclosed therein. Aladdin Gaming shall, if so requested by GE Capital, furnish to GE Capital as often as it reasonably requests, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as GE Capital may reasonably request, all in reasonable detail, and, Aladdin Gaming shall advise GE Capital promptly, in reasonable detail, of (i) any Lien, other than as permitted pursuant to Section 8(f), attaching to or asserted against any of the Collateral, (ii) any material change in the composition of the Collateral, and (iii) the occurrence of any other event which would have a Material Adverse Effect upon the Collateral and/or GE Capital's Lien thereoncovenant.

Appears in 1 contract

Samples: Interest Purchase Agreement (Owens & Minor Inc/Va/)

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Supplemental Disclosure. At Seller shall, not less than five (5) Business Days prior to the request of GE Capital (in Closing Date, supplement or amend the event that such information is not otherwise delivered Schedules provided by Aladdin Gaming to GE Capital pursuant to this Agreement) but not more frequently than every three (3) months, Aladdin Gaming will supplement (or cause to be supplemented) each Schedule hereto, or representation herein or in any other Operative Document the Seller Entities with respect to (i) the representations and warranties contained in Article V (including by the creation of new Schedules to the extent necessary) (the “Representations Schedules”), to add any matter hereafter arising which, occurring after the date hereof which if existing or occurring at on or prior to the date of this Agreement, hereof would have been required to be set forth or described in such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; provided however, that such supplement to such Schedule or representation shall not be deemed an amendment thereof unless expressly consented to in writing by GE Capital, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by GE Capital of any Default disclosed therein. Aladdin Gaming shall, if so requested by GE Capital, furnish to GE Capital as often as it reasonably requests, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as GE Capital may reasonably request, all in reasonable detail, and, Aladdin Gaming shall advise GE Capital promptly, in reasonable detail, of (i) any Lien, other than as permitted pursuant to Section 8(f), attaching to or asserted against any of the CollateralRepresentations Schedules, (ii) Schedules 1.1(a), 2.1(b)(v)(B), 2.1(b)(vii), 5.9(a) (solely with respect to Real Property Leases), 5.10(b) or 5.11(a) to add any material change in changes therein occurring after the composition of date hereof to the Collateral, extent permitted under Section 7.2 and (iii) Scheduled Matters to add additional matters arising after the occurrence date hereof; provided, however, that any supplement or amendment to the Representations Schedules as to a matter (A) arising on or prior to the date hereof which was required to have been disclosed herein or (B) arising as a result of a breach of any covenant or agreement by the Seller Entities contained herein, shall not limit or affect any claim for breach of the applicable representations or warranties to which such Schedules relate or qualify any representations or warranties for the purpose of determining the satisfaction of Purchaser’s conditions to Closing under Section 9.1(a) (except that amendments or supplements permitted by clauses (ii) and (iii) of this Section 7.21 shall be effective for purposes of Section 9.1(a)(ii)). Any supplemental disclosure of matters arising after the date hereof pursuant to clause (i) and (ii) of this Section 7.21 shall not form the basis for any Indemnification Claim pursuant to Section 10.2(a)(i) if the transactions contemplated hereby are consummated; provided, however, that this limitation shall in no way affect any Indemnification Claim pursuant to any other event which would have a Material Adverse Effect upon the Collateral and/or GE Capital's Lien thereonclause of Section 10.2, Section 10.3 or Article XI.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Georgia Pacific Corp)

Supplemental Disclosure. At the request of GE Capital Agent (in the event that ----------------------- such information is not otherwise delivered by Aladdin Gaming Borrower to GE Capital Agent pursuant to this Agreement) but not more frequently than every three (3) months, Aladdin Gaming Borrower will supplement (or cause to be supplemented) each Schedule hereto, or representation herein or in any other Operative Loan Document with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; provided however, that such supplement to such Schedule or -------- ------- representation shall not be deemed an amendment thereof unless expressly consented to in writing by GE CapitalAgent, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by GE Capital Agent of any Default disclosed therein. Aladdin Gaming Borrower shall, if so requested by GE CapitalAgent, furnish to GE Capital Agent as often as it reasonably requests, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as GE Capital Agent may reasonably request, all in reasonable detail, and, Aladdin Gaming Borrower shall advise GE Capital Agent promptly, in reasonable detail, of (i) any Lien, other than as permitted pursuant to Section 8(f)------- 6.7, attaching to or asserted against any of the Collateral, (ii) any material --- change in the composition of the Collateral, Collateral and (iii) the occurrence of any other event which would have a Material Adverse Effect upon the Collateral and/or GE Capital's the Lien of the Agent, for the benefit of itself and Lenders, thereon.

Appears in 1 contract

Samples: Loan and Security Agreement (Master Graphics Inc)

Supplemental Disclosure. At From time to time as may be necessary, ----------------------- Borrower may, or at the request of GE Capital (in the event that such information is not otherwise delivered by Aladdin Gaming to GE Capital pursuant to this Agreement) but not more frequently than every three (3) monthsAgent or any Lender, Aladdin Gaming will Borrower shall supplement (or cause to be supplemented) each Schedule hereto, or representation herein or in any other Operative Loan Document with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; provided howeverprovided, that such supplement to such Schedule or -------- representation shall not be deemed an amendment thereof unless expressly consented to in writing by GE CapitalAgent, or (a) with respect to amendments to Schedule -------- 3.2, Borrower has provided Agent with not less than thirty (30) days prior --- written notice and Borrower has executed and delivered to Agent all documents requested by Agent to maintain the perfection and priority of Agent's Liens on the Collateral, and (b) with respect to amendments to Schedule 3.19 or Schedule ------------- -------- 3.20, Borrower has provided Agent with not less than thirty (30) days prior ---- written notice, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by GE Capital Lenders of any Default disclosed therein. Aladdin Gaming Borrower shall, if so requested by GE CapitalAgent or Required Lenders, furnish to GE Capital Agent and Lenders as often as it they reasonably requestsrequest, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as GE Capital Agent or Required Lenders may reasonably request, all in reasonable detail, and, Aladdin Gaming Borrower shall advise GE Capital Agent and Lenders promptly, in reasonable detail, of any of the following of which Borrower becomes aware: (ia) any Lien, other than as permitted pursuant to Section 8(f)6.7, ----------- attaching to or asserted against any of the Collateral, ; (iib) any material deterioration in the Collateral; (c) any cancellation, termination, non-renewal, default or other material occurrence with respect to a Material Franchise Agreement; (d) any change in the composition list of the Collateral, Material Franchise Agreements; and (iiie) the occurrence of any other event which would have a Material Adverse Effect upon the Collateral and/or GE CapitalAgent's Lien thereon.

Appears in 1 contract

Samples: Credit Agreement (Seven Up Rc Bottling Company of Southern California Inc)

Supplemental Disclosure. At The Borrower, on the request of GE Capital the Agent or any Lender, will (in the event that such information is not otherwise delivered by Aladdin Gaming to GE Capital pursuant to this Agreementor may, as it shall elect) but not more frequently than every three (3) months, Aladdin Gaming will supplement (or cause to be supplemented) each Schedule hereto, or representation herein or in any other Operative Loan Document with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; provided however, that such supplement to any such Schedule or representation shall not be deemed an amendment thereof unless except if and to the extent that (i) the information disclosed in such supplement updates (A) Schedule 3.2 or Schedule 3.8 to include any Real Property leased or acquired by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement, but includes no additional exceptions or other changes to said schedule, (B) Schedule 3.11 to include any Subsidiaries, joint ventures or partnerships with, or other equity interests in, any Person that are acquired or created by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement, but only if the Borrower is in compliance with its obligations under Sections 5.15 and 5.17 with respect thereto, (C) Schedule 3.14 to include any new Plans maintained or contributed to by the Borrower or any Domestic Subsidiary or ERISA Affiliate thereof in accordance with this Agreement, but includes no additional exceptions or other changes to said schedule, (D) Schedule 3.16 to include any additional licenses, patents, patent applications, copyrights, service marks, trademarks, trademark applications and trade names acquired in accordance with this Agreement and then owned by the Borrower or any Domestic Subsidiary thereof, and any registration numbers applicable thereto, but includes no additional exceptions or other changes to said schedule, (E) Schedule 3.20 to include any deposit or securities accounts opened and maintained by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement and Annex B hereto, and (F) the schedules in any Security Agreement that disclose the properties or locations where Collateral is located to include any new properties or locations leased or acquired after the Effective Date at which Collateral is located, in each case if and to the extent that each such property and location is leased or acquired, and Collateral is located at each such property and location, in accordance with this Agreement and the Loan Documents and, in the case of any such supplement amending any schedule referred to in this clause (F), such schedule shall be deemed amended upon the delivery of written notice by the Borrower to Agent of any such new property or location, or (ii) such amendment is expressly consented to in writing by GE Capitalthe Agent and Requisite Lenders, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by GE Capital the Lenders of any Default disclosed therein. Aladdin Gaming The Borrower shall, if so requested by GE Capitalthe Agent or the Requisite Lenders, furnish to GE Capital the Agent and the Lenders as often as it reasonably requests, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as GE Capital the Agent and the Lenders may reasonably request, all in reasonable detail, and, Aladdin Gaming and the Borrower shall advise GE Capital the Agent and the Lenders promptly, in reasonable detail, of (ia) any Lien, other than as permitted pursuant to Section 8(f)6.7, attaching to or asserted against any of the Collateral, (iib) any material change in the composition of the Collateral, and (iiic) the occurrence of any other event which would have a Material Adverse Effect upon the Collateral and/or GE Capital's the Agent’s and Lenders’ Lien thereon.

Appears in 1 contract

Samples: Credit Agreement (Synnex Corp)

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