Common use of Supplemental Disclosures Clause in Contracts

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)

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Supplemental Disclosures. Onewire Scouted 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 Scouted or Recruiter and/or Newco, matters, if any, of which Onewire Scouted or Recruiter and/or Newco, as applicable, first acquires such Knowledge after the date hereof. The amending Party 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 party may terminate this Agreement without Liability liability on the part of the non-amending Party party to any other Party party hereto. In order to terminate this Agreement pursuant to this Section 5.10, the non-amending Party party must give notice of such termination to the amending Party party within 10 Business Days following receipt from Onewire Scouted of such supplemented or amended Disclosure Schedules. In the event that a Party party terminates this Agreement pursuant to this Section 5.10, such termination shall be such terminating Partyparty’s sole remedy hereunder and no Party party hereto shall have any further Liability liability or obligation to any other Party party hereto, except as otherwise provided in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)

Supplemental Disclosures. Onewire The Company or Recruiter Aspen 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 the Company or Recruiter Aspen and/or Newco, matters, if any, of which Onewire the Company or Recruiter Aspen and/or Newco, as applicable, first acquires such Knowledge after the date hereof. The amending Party 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 party may terminate this Agreement without Liability liability on the part of the non-amending Party party to any other Party party hereto. In order to terminate this Agreement pursuant to this Section 5.10, the non-amending Party Aspen and Newco must give notice of such termination to the amending Party Company and Linden within 10 ten (10) Business Days following receipt from Onewire the Company of such supplemented or amended Disclosure Schedules. In the event that a Party party terminates this Agreement pursuant to this Section 5.10, such termination shall be such terminating Partyparty’s sole remedy hereunder and no Party party hereto shall have any further Liability liability or obligation to any other Party party hereto, except in an Action brought or a claim asserted pursuant to Section 8.04(e) or Section 4.14 or as otherwise provided in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aspen Group, Inc.)

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Supplemental Disclosures. Onewire Genesys or Recruiter Truli 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 Genesys or Recruiter Truli and/or Newco, matters, if any, of which Onewire Genesys or Recruiter Truli and/or Newco, as applicable, first acquires such Knowledge after the date hereof. The amending Party party shall reasonably highlight the changes in the Disclosure Schedules comprising supplements or amendments made pursuant to this Section 5.105.09. 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 party may terminate this Agreement without Liability liability on the part of the non-amending Party party to any other Party party hereto. In order to terminate this Agreement pursuant to this Section 5.105.09, the non-amending Party Truli and Newco must give notice of such termination to the amending Party Genesys within 10 Business Days following receipt from Onewire Genesys of such supplemented or amended Disclosure Schedules. In the event that a Party party terminates this Agreement pursuant to this Section 5.105.09, such termination shall be such terminating Partyparty’s sole remedy hereunder and no Party party hereto shall have any further Liability liability or obligation to any other Party party hereto, except in an Action brought or a claim asserted pursuant to Section 8.04(d) or as otherwise provided in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Truli Technologies, Inc.)

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