Supplementation and Amendment of Schedules. Seller may, at its option, include in the Schedules items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement. Information disclosed in the Schedules shall constitute a disclosure for all purposes under this Agreement notwithstanding any reference to a specific section, and all such information shall be deemed to qualify the entire Agreement and not just such section. From time to time prior to the Closing, Seller shall have the right to supplement or amend the Schedules with respect to any matter hereafter arising or discovered after the delivery of the Schedules pursuant to this Agreement. No such supplement or amendment shall have any effect on the satisfaction of the condition to closing set forth in Section 10.1(a); provided, however, if the Closing shall occur, then Purchaser shall be deemed to have waived any right or claim pursuant to the terms of this Agreement or otherwise, including pursuant to Article XI hereof, with respect to any and all matters disclosed pursuant to any such supplement or amendment at or prior to the Closing.
Supplementation and Amendment of Schedules. From time to time before the Closing, Seller shall have the right to supplement or amend the Schedules with respect to any matter hereafter arising or discovered after the delivery of the Schedules pursuant to this Agreement. No such supplement or amendment shall have any effect on the satisfaction of the condition to Closing set forth in Section 8.1(a); provided, however, if the Closing shall occur, then Purchaser shall be deemed to have waived any right or claim pursuant to the terms of this Agreement or otherwise, including pursuant to Article IX hereof, with respect to any and all matters disclosed pursuant to any such supplement or amendment at or before the Closing.
Supplementation and Amendment of Schedules. From time to time prior to the Closing, the Company shall have the right to supplement or amend the Schedules.
Supplementation and Amendment of Schedules. From time to time prior to the Closing, the Company shall have the right to supplement or amend the Schedules with respect to any matter arising after the date hereof. No such supplement or amendment shall have any effect on the satisfaction of the condition to closing set forth in Section 8.1(a) unless the subject matter of any such supplement or amendment could be reasonably expected to have a Material Adverse Effect; provided, however, if the Closing shall occur, then Buyer shall be deemed to have waived any right or claim pursuant to the terms of this Agreement or otherwise, including pursuant to Article IX hereof, with respect to any and all matters disclosed pursuant to any such supplement or amendment at or prior to the Closing.
Supplementation and Amendment of Schedules. Sellers may, at their option, include in the Schedules items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts, will not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement. Information provided in one Schedule will suffice, without repetition or cross reference, as a disclosure of such information in any other Schedule to which its relevance is reasonably apparent on its face. From time to time prior to the Closing, Sellers will have the right to supplement or amend the Schedules with respect to any matter hereafter arising or discovered after the delivery of the Schedules pursuant to this Agreement. No such supplement or amendment will have any effect on the satisfaction of the condition to closing set forth in Section 9.1(a).
Supplementation and Amendment of Schedules. From time to time prior to the Closing, the Company shall have the right to supplement or amend the Schedules with respect to any matter hereafter arising or discovered after the delivery of the Schedules pursuant to this Agreement. No such supplement or amendment shall have any effect on the satisfaction of the condition to closing set forth in Section 3.1 or on the truth or correctness of the representation and warranty set forth in Section 4.9; provided, however, if the Closing shall occur, then Purchaser shall be deemed to have waived any right or claim pursuant to the terms of this Agreement or otherwise, including pursuant to Section 13 hereof, with respect to any and all matters disclosed pursuant to any such supplement or amendment at or prior to the Closing except for any right or claim, pursuant to Section 13 or otherwise, arising out of or as a result of any breach of any representation or warranty set forth in Section 4.9, which representation and warranty shall be made without effect to any such supplement or amendment.
Supplementation and Amendment of Schedules. From time to time prior to the Closing, the Sellers and the Purchaser and REG shall have the right to supplement or amend the Schedules with respect to any matter hereafter arising or discovered after the delivery of the Schedules pursuant to this Agreement that, if existing or known at, or occurring prior to, the date of this Agreement, would have been required to be set forth or described in such Schedules. No such supplement or amendment shall have any effect on the satisfaction of the conditions to closing set forth in Sections 6.1(a) or 6.2(a); provided, however, if a party proceeds with the Closing, then such party shall be deemed to have waived any right or claim pursuant to the terms of this Agreement or otherwise with respect to any and all matters disclosed pursuant to any such supplement or amendment at or prior to the Closing.
Supplementation and Amendment of Schedules. (a) From time to time prior to the Closing, the Company shall have the right to supplement or amend the Schedules with respect to any matter hereafter arising or discovered after the delivery of the Schedules pursuant to this Agreement that, if existing or known at, or occurring prior to, the date of this Agreement, would have been required to be set forth or described in such Schedules. No such supplement or amendment shall have any effect on the satisfaction of the condition to closing set forth in Section 9.02(a); provided, however, if the Closing shall occur, then, unless otherwise agreed to in writing, the Buyer shall be deemed to have waived any right or claim pursuant to the terms of this Agreement or to otherwise with respect to any and all matters disclosed pursuant to any such supplement or amendment and delivered to Buyer at least two Business Days prior to the Closing. For purposes of clarity, from time to time prior to the Closing, the Company shall supplement Schedule 3.11(a)(y) to include any Contract rejected or to be rejected by the Company or the Subsidiaries as contemplated by Sections 3.11 and 5.01, and the reference to Schedule 3.11(a)(y) in Section 2.06(b) shall be deemed to be a reference to such Schedule, as supplemented.
(b) At any time and from time to time after the date of this Agreement but at least 20 Business Days prior to the Effective Date (unless such date is otherwise shortened by the Bankruptcy Court), the Buyer may give notice to the Company that one or more executory Contracts listed in Schedule 3.11(a)(x) (and not assumed by the Company prior to July 31, 2003 or included in the Schedule 3.11(a)(y) attached to this Agreement at July 31, 2003) should be rejected by the Company or a Subsidiary, as applicable, in which event:
(i) the Company or Subsidiary, as applicable, will file a motion with the Bankruptcy Court seeking an order authorizing the rejection of the executory Contract(s) identified in the Buyer's notice;
(ii) the Company shall amend Schedules 3.11(a)(x) and 3.11(a)(y), accordingly; and
(iii) the Purchase Price shall be increased by an amount equal to the Rejected Contract Claims as provided in Section 2.03(g).
Supplementation and Amendment of Schedules. From time to time prior to the Closing, the Company shall have the right to supplement or amend the Schedules with respect to any matter hereafter arising or discovered after the delivery of the Schedules pursuant to this Agreement; provided, however, that such supplements or amendments to the Schedules shall not be deemed to amend or otherwise modify the Schedules delivered on the date hereof or the representations and warranties of the Company contained herein as of the date hereof or otherwise have any effect on the satisfaction of the conditions to Purchaser’s obligations to close hereunder. In the event that any item included on any Disclosure Schedule delivered after the date hereof, or any supplement or amendment thereto or to the Disclosure Schedules previously delivered, reveals any facts or circumstances which, in the reasonable opinion of Purchaser, would have a Material Adverse Effect, the parties shall immediately commence negotiations with respect to a mutually agreeable adjustment to the Acquisition Price and, if the parties are unable to mutually agree upon an adjustment to the Acquisition Price within five (5) Business Days following the commencement of negotiations, Purchaser may, by written notice to the Selling Stockholder and the Company, terminate this Agreement. If the Closing shall occur, then Purchaser shall be deemed to have waived any right or claim, pursuant to the terms of this Agreement or otherwise, with respect to any and all matters disclosed pursuant to any such supplement or amendment at or prior to the Closing.
Supplementation and Amendment of Schedules. The Company may, at its option, include in the Disclosure Schedule items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement. From time to time prior to the Closing, the Company shall have the right to supplement or amend the Disclosure Schedule with respect to any matter hereafter arising or discovered after the delivery of the Disclosure Schedule pursuant to this Agreement. No such supplement or amendment shall have any effect on the satisfaction of the condition to closing set forth in Section 8.1(a).
