Supplements to Disclosure Sample Clauses

Supplements to Disclosure. From time to time prior to, and in any case, at the Closing, the Selling Entities shall amend or supplement the Schedules attached to this Agreement with respect to any matter that, if existing on the date hereof or occurring at or prior to the Transfer Date, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in Article 3. No such supplement or amendment to any Schedule pursuant to this Section 5.5 shall have any effect for the purpose of determining satisfaction of any of the conditions set forth in Article 6 or the Purchasing Entitiesrights under this Agreement, including, without limitation, Articles 10 and 11.
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Supplements to Disclosure. From time to time prior to the Effective Time, each of the Partnership, Parent and Purchaser will promptly supplement or amend the respective disclosure which they have made in this Agreement with respect to any matter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described or which is necessary to correct any information contained in this Agreement, the Partnership Disclosure Letter or any schedule which has been rendered inaccurate. The delivery of any supplement or amendment pursuant to this Section 6.17 shall not in any matter constitute a waiver by any of Parent, Purchaser, the Partnership or the General Partner of any of the conditions contained in Article VII. Additionally, the Partnership shall deliver to the Purchaser, promptly upon receipt, copies of all bills or statements for local real estate Taxes and assessments encumbering the Partnership Owned Property.
Supplements to Disclosure. From time to time prior to the Closing, Seller will promptly supplement or amend the Disclosure Letter hereto 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 sections of the Disclosure Letter. Any disclosure in any such supplement or amendment shall not be deemed to have cured any breach of or inaccuracy in any representation or warranty contained in this Agreement, including for purposes of the indemnification rights contained in this Agreement or of determining whether or not the conditions set forth in Section 7.02(a) have been satisfied.
Supplements to Disclosure. From time to time prior to the Closing Date, Seller may amend or supplement any disclosure provided to Purchaser with respect to any matter that, if existing or occurring at or prior to the Effective Date, would be necessary to complete or correct any information in any representation or warranty contained in Section 12.
Supplements to Disclosure. From time to time prior to the Closing, Seller may amend or supplement the Schedules attached to this Agreement with respect to any matter that, if existing or occurring at or prior to the Closing Date, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in Section 4.1 hereof, unless Buyer objects to any such amendment or supplement in writing within five business days of receipt thereof. ARTICLE SIX
Supplements to Disclosure. Prior to Closing, Sellers (or Buyers, as ------------------------- the case may be) will supplement or amend the Disclosure Schedules with respect to any fact, matter or circumstance hereafter arising which is required to make each representation and warranty set forth in Article V accurate as of the date such supplement or amendment is made.
Supplements to Disclosure. From time to time prior to the Closing Date, Sellers will promptly supplement or amend the US Disclosure Memorandum, the European Disclosure Memorandum and the US Tax Disclosure Memorandum (collectively, the "Disclosure Memoranda" and each a "Disclosure Memorandum") that they have delivered pursuant to this Agreement with respect to: (i) any matter arising after the date of this Agreement that, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in any Disclosure Memorandum; or (ii) any matter that arose prior to the date of this Agreement which was not previously set forth in any Disclosure Memoranda. If the cumulative effect of any supplements or amendments to the US Disclosure Memorandum and/or the European Disclosure Memorandum could result in a Material Adverse Effect or in the aggregate constitute a breach of Section 8.01 or 8.02 of this Agreement, Purchaser shall have the right to terminate this Agreement; provided, further, that no supplement or amendment to any such Disclosure Memorandum pursuant to (ii) above shall have any effect for the purpose of determining satisfaction of the conditions set forth in Article 15 nor prevent Purchaser from being entitled to damages for breach of warranty notwithstanding such supplemental disclosure. If Purchaser elects not to terminate this Agreement as a result of any such supplement or amendment to any Disclosure Memorandum with respect to any matter occurring after the date hereof (which did not exist on the date hereof), such supplement or amendment shall not form the basis of a claim for misrepresentation or breach of a representation, warranty, covenant or agreement hereunder.
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Supplements to Disclosure. From time to time prior to the Closing, Sellers will promptly supplement or amend the Schedules hereto 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 Schedules. The parties acknowledge that if Sellers supplement or amend the Schedules hereto between execution of this Agreement and the Closing Date as permitted under this Section 6.04, all such supplements and amendments may be considered by Purchaser in assessing whether Sellers have satisfied the Material Adverse Effect condition to Closing set forth in Section 7.02(f).

Related to Supplements to Disclosure

  • Amendments to Documents The Trust shall furnish BISYS written copies of any amendments to, or changes in, any of the items referred to in Section 18 hereof forthwith upon such amendments or changes becoming effective. In addition, the Trust agrees that no amendments will be made to the Prospectuses or Statement of Additional Information of the Trust which might have the effect of changing the procedures employed by BISYS in providing the services agreed to hereunder or which amendment might affect the duties of BISYS hereunder unless the Trust first obtains BISYS' approval of such amendments or changes.

  • Supplements to Schedules Pending Closing, Seller may supplement or correct the Schedules to this Agreement as necessary to insure their completeness and accuracy. No supplement or correction to any Schedule or Schedules to this Agreement shall be effective, however, to cure any breach or inaccuracy in any of the representations and warranties; but if TJC does not exercise its right to terminate this Agreement under Section 12 and closes the transaction, the supplement or correction shall constitute an amendment of the Schedule or Schedules to which it relates for all purposes of this Agreement.

  • Amendments to Schedules The Schedules to this Agreement form an integral part of this Agreement. The Schedules may be amended or replaced from time to time by the parties who will evidence their approval thereof by initialing a new Schedule dated as of the effective date of such amendment or replacements.

  • Amendments to Servicing Agreements, Modification of Standard Provisions (a) Subject to the prior written consent of the Trustee pursuant to Section 3.07(b), the Master Servicer from time to time may, to the extent permitted by the applicable Servicing Agreement, make such modifications and amendments to such Servicing Agreement as the Master Servicer deems necessary or appropriate to confirm or carry out more fully the intent and purpose of such Servicing Agreement and the duties, responsibilities and obligations to be performed by the Servicer thereunder. Such modifications may only be made if they are consistent with the REMIC Provisions, as evidenced by an Opinion of Counsel. Prior to the issuance of any modification or amendment, the Master Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's Certificate setting forth (i) the provision that is to be modified or amended, (ii) the modification or amendment that the Master Servicer desires to issue and (iii) the reason or reasons for such proposed amendment or modification. (b) The Trustee shall consent to any amendment or supplement to a Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a), which consent and amendment shall not require the consent of any Certificateholder if it is (i) for the purpose of curing any mistake or ambiguity or to further effect or protect the rights of the Certificateholders or (ii) for any other purpose, provided such amendment or supplement for such other purpose cannot reasonably be expected to adversely affect Certificateholders. The lack of reasonable expectation of an adverse effect on Certificateholders may be established through the delivery to the Trustee of (i) an Opinion of Counsel to such effect or (ii) written notification from each Rating Agency to the effect that such amendment or supplement will not result in reduction of the current rating assigned by that Rating Agency to the Certificates. Notwithstanding the two immediately preceding sentences, the Trustee may, in its discretion, decline to enter into or consent to any such supplement or amendment if its own rights, duties or immunities shall be adversely affected. (i) Notwithstanding anything to the contrary in this Section 3.07, the Master Servicer from time to time may, without the consent of any Certificateholder or the Trustee, enter into an amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating or reducing Month End Interest and (ii) providing for the remittance of Full Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer not later than the 24th day of each month (or if such day is not a Business Day, on the previous Business Day) or (B) to the WFHM Servicing Agreement for the purpose of changing the applicable Remittance Date to the 18th day of each month (or if such day is not a Business Day, on the previous Business Day). (ii) The Master Servicer may direct WFHM to enter into an amendment to the WFHM Servicing Agreement for the purposes described in Sections 3.07(c)(i)(B) and 10.01(b)(iii).

  • Amendments to Certain Documents Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of (i) the Obligors or the Lenders any term or condition of (A) the Shared Services Agreement, the Tax Receivable Agreement or any documentation governing Junior Debt or (B) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (A) and (B), any amendment, modification or change to any such documentation that has the effect of (x) increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (y) changing any right of redemption, retirement or put option set forth therein or (z) changing the terms of Section 4.6(b)(ii)(B) or (C) of the Holdings LLC Agreement (including, for the avoidance of doubt, in the case of each of clauses (x), (y) and (z), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings (other than with respect to clause (z) above), such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).

  • Amendments to Note To the extent not inconsistent with applicable law, this Note shall be subject to modification by such amendments, extensions, and renewals as may be agreed upon from time to time by the Holder and the Borrower, with the approval of the Secretary.

  • Amendments to Agreements The Company shall not amend, modify or otherwise change the Warrant Agreement, Trust Agreement, Registration Rights Agreement, Purchase Agreements, the Services Agreement, or any Insider Letter without the prior written consent of the Representative which will not be unreasonably withheld. Furthermore, the Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.

  • Restriction of Amendments to Certain Documents Not amend or otherwise modify, or waive any rights under, any Subordinated Debt Documents to the extent such amendment, modification or waiver would be materially adverse to the Lenders.

  • Amendments to Agreement This Agreement, or any term thereof, may be changed or waived only by written amendment signed by the party against whom enforcement of such change or waiver is sought. For special cases, the parties hereto may amend such procedures set forth herein as may be appropriate or practical under the circumstances, and Ultimus may conclusively assume that any special procedure which has been approved by the Trust does not conflict with or violate any requirements of its Declaration of Trust or then current prospectuses, or any rule, regulation or requirement of any regulatory body.

  • Copies of any Amendments and Supplements to a Prospectus The Company will furnish the Placement Agent, without charge, during the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies of any Prospectus or prospectus supplement and any amendments and supplements thereto, as the Placement Agent may reasonably request.

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