Supplemental Disclosures. Purchaser hereby agrees that, with respect to the representations and warranties of Seller contained in Article 4, until five (5) Business Days prior to the Closing, Seller may supplement or amend the Seller Disclosure Schedules with respect to any matter hereafter arising after the Execution Date which, if existing (or in the case of any representation or warranty qualified by “Seller’s knowledge” or other phrases referenced in Section 4.24(c), known) at the Execution Date, would have been required to be set forth or described in such Seller’s Disclosure Schedules in order to avoid a breach of this Agreement. In the event that Seller supplements or amends the Seller Disclosure Schedules pursuant to the preceding sentence, Seller shall deliver a copy of the amendment or supplement (in either case, the “Supplemental Disclosure”) to the Purchaser. The Purchaser shall have five (5) days after receipt of a Supplemental Disclosure (the “Termination Period”) in which to review the Supplemental Disclosure. If a Supplemental Disclosure discloses facts that would constitute a breach of the Seller’s representations and warranties hereunder and such breach would result in the failure of the Purchaser’s condition to Closing specified in Section 7.2(a) to be satisfied at the Closing, the Purchaser may terminate this Agreement by delivering a termination notice to the Seller within the Termination Period (which termination notice shall specify the representation or warranty breached, identify the specific facts in the Supplemental Disclosure that constitute the breach, and describe why the failure of such condition would reasonably be expected to occur); provided, however, that the termination of this Agreement pursuant to a termination notice delivered as provided in this Section 6.8 shall not be effective unless the Seller fails to cure such breach within the earlier to occur of (a) thirty (30) days following the date the Seller receives such termination notice and (b) the date specified in Section 10.1(e). To the extent that such Supplemental Disclosure would have resulted in Purchaser’s conditions to Closing not being satisfied and Purchaser nonetheless elected to proceed to Closing, the relevant Seller Disclosure Schedules will be deemed, for all purposes, to be amended or supplemented as described in the Supplemental Disclosure, as of the Execution Date.
Supplemental Disclosures. Onewire or Recruiter and Newco may supplement or amend, from time to time, their respective Disclosure Schedules (including by adding additional disclosure schedules relating to matters covered in Article III or Article IV, as applicable) to properly reflect matters, if any, arising after the date hereof or, in the case of matters that are based on the Knowledge of Onewire or Recruiter and/or Newco, matters, if any, of which Onewire or Recruiter and/or Newco, as applicable, first acquires such Knowledge after the date hereof. The amending Party shall reasonably highlight the changes in the Disclosure Schedules comprising supplements or amendments made pursuant to this Section 5.10. In the event that the changes to the Disclosure Schedules resulting from such supplements and amendments give rise to a Material Adverse Effect, then the non-amending Party may terminate this Agreement without Liability on the part of the non-amending Party to any other Party hereto. In order to terminate this Agreement pursuant to this Section 5.10, the non-amending Party must give notice of such termination to the amending Party within 10 Business Days following receipt from Onewire of such supplemented or amended Disclosure Schedules. In the event that a Party terminates this Agreement pursuant to this Section 5.10, such termination shall be such terminating Party’s sole remedy hereunder and no Party hereto shall have any further Liability or obligation to any other Party hereto, except as otherwise provided in this Agreement.
Supplemental Disclosures. As of the date no later than five (5) Business Days prior to the Closing, Seller shall provide to Purchaser (i) an update to the General Partner Interests Schedule, Limited Partnership Interest Schedule and Other Investments Schedule to reflect any changes to such schedules after the date hereof and (ii) an update regarding any Pending Litigation Matter, Legacy Arbitration or Legacy Proceeding that arises after the date hereof.
Supplemental Disclosures. Matters disclosed in the Form S-1, as amended, through and including the Agreement Effective Date.
Supplemental Disclosures. CEI, CMG and/or Radio will make additional disclosures (the “Supplemental Disclosures”) in appropriate filings with the SEC and shall disseminate them to holders of record of Radio stock, as of the close of business on April 29, 2009, no later than ten (10) days prior to the expiration of the Tender Offer. Counsel for Plaintiffs in the Delaware Action (collectively, “Plaintiffs’ Counsel”) will be provided an opportunity to comment on the Supplemental Disclosures so that the Supplemental Disclosures adequately address those disclosure issues which concern the Plaintiffs. Defendants agree to consider in good faith all comments by Plaintiffs’ Counsel regarding the proposed Supplemental Disclosures.
Supplemental Disclosures. Adolor will make additional disclosures identified in the document attached hereto as Exhibit A in an amendment to the Schedule 14D-9 to be filed with the SEC no later than Tuesday, November 29, 2011. Defendants agree, and the Settlement Agreement will reflect, that the pendency of the Actions and the efforts of Plaintiffs’ Counsel in the Actions were the sole cause of the dissemination of the additional disclosures identified in yellow highlighting in Exhibit A (the “Supplemental Disclosures”).
Supplemental Disclosures. Seller shall have the continuing obligation to supplement promptly and amend the Schedules as necessary or appropriate with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules; provided, however, that for the purpose of the rights and obligations of the parties hereunder, any such supplemental or amended disclosure shall not, except as Buyer may otherwise agree in writing, be deemed to have cured any breach of any representation or warranty made in this Agreement. Notwithstanding the foregoing, if Buyer elects to proceed with the Closing, Buyer shall be deemed to have waived the right thereafter to assert any claim pursuant to Article VII hereunder with respect to any matter specifically and accurately disclosed by Seller in such supplemental or amended disclosure.
Supplemental Disclosures. (a) Company and the Shareholders shall have the continuing right and obligation up to and including the Closing to supplement promptly or amend the Company and Shareholder Disclosure Memorandum with respect to any matter hereafter arising or discovered by or otherwise coming to the attention of the Shareholders or the Company which, if existing or known by the Shareholders or the Company at the date of this Agreement, would have been required to be set forth or listed in the Company and Shareholder Disclosure Memorandum, provided -------- however, that Acquiror may unilaterally extend the Closing Date if necessary to ------- allow Acquiror five (5) business days to review such supplements prior to the Closing Date.
(b) Acquiror shall have the continuing right and obligation up to and including the Closing to supplement promptly or amend the Acquiror Disclosure Memorandum with respect to any matter hereafter arising or discovered by or otherwise coming to the attention of Acquiror which, if existing or known by Acquiror at the date of this Agreement, would have been required to be set forth or listed in the Acquiror Disclosure Memorandum, provided however, that Company ---------------- and the Shareholders may unilaterally extend the Closing Date if necessary to allow Company and the Shareholders five (5) business days to review such supplements prior to the Closing Date.
Supplemental Disclosures. Seller shall have the continuing obligation to supplement promptly and amend the Schedules as necessary or appropriate with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules; provided, however, that for the purpose of the rights and obligations of the parties hereunder, any such supplemental or amended disclosure shall not, except as Purchaser may otherwise agree in writing, be deemed to have cured any breach of any representation or warranty made in this Agreement.
Supplemental Disclosures. The Seller and the Buyer shall, from time to time prior to the Closing, by written notice in accordance with this Agreement, supplement, amend or update the Disclosure Schedules to correct, supplement or update any matter which constituted upon execution and delivery of this Agreement or would constitute as of the Closing Date a breach of any representation or warranty contained herein, provided that any such update shall not be effective for purposes of establishing the satisfaction of the conditions contained in Section 7.1 or Section 8.1 insofar as such condition relates to the truth and accuracy of the representations and warranties of the Seller and the Buyer, respectively, as of the date of this Agreement.
