Supplements to Disclosure Letter. Prior to the Closing, the Operators will promptly notify Buyer in writing of (i) all events, circumstances, facts, conditions or occurrences arising subsequent to the date of this Agreement which could result in any of Seller's or General Partner's representations becoming untrue or incorrect in any respect and (ii) all other material developments affecting the Acquisition Assets or the Business or the prospects thereof. Should any such event, circumstance, fact, condition or occurrence require any change in the Disclosure Letter (if the Disclosure Letter were dated the date of the occurrence or discovery of any such fact or condition), the Seller will promptly deliver to Buyer a supplement to the Disclosure Letter specifying such change. No Negotiation. Until such time, if any, as this Agreement is terminated, no Operator Affiliate will, directly or indirectly, solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any Person (other than Buyer) relating to any transaction involving the sale of the Business or the Acquisition Assets or the partnership interests in Seller or merger of Seller or a similar transaction involving Seller. Best Efforts. Between the date of this Agreement and the Closing Date, the Operators will use their best efforts to cause the conditions in Section 4 to be satisfied.
Supplements to Disclosure Letter. Sellers and the Acquired Companies shall have the right and obligation, from time to time, on or prior to the Closing, to supplement the material set forth in the Disclosure Letter only if such supplements are based upon events that have occurred subsequent to the execution and delivery of this Agreement and up to and including the Closing Date. In the event that such supplements in the aggregate describe matters which do not in the aggregate indicate Material Adverse Change(s) in the value, assets and/or business(s) of the Acquired Companies, then such supplements may be submitted by the Sellers to the Buyers without the approval of the Buyers and shall be effective amendments to the Disclosure Letter. In the event that such supplements in the aggregate describe matters which do in the aggregate indicate Material Adverse Change(s) in the value, assets and/or business(s) of the Acquired Companies, then the Sellers acknowledge that they may, as provided in Section 4.13 hereof, but shall not be obligated to, indemnify the Buyers from the effects of such supplements. If Sellers are willing to make such an indemnity, such supplements shall be informational only and without impact regarding the level of liability of the Sellers under the terms of this Agreement (including but not limited to Article VIII herein without the application of the Indemnification Deductible). Further if Sellers are willing to make such an indemnity, Buyers may not use such disclosures as a reason for not closing the Contemplated Transactions. In the event that the Sellers are unwilling to indemnify the Buyers with respect to the matters raised in such supplements and Buyers then elect to consummate the Contemplated Transactions such election shall be a waiver of the indemnification by the Sellers of such matters under the terms of Article VIII of this Agreement.
Supplements to Disclosure Letter. From time to time prior to the Effective Time, Company and Parent will each promptly supplement or amend the respective Disclosure Letters which they have delivered pursuant to this Agreement with respect to any matter arising after the date of this Agreement which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in any such Disclosure Letters or which is necessary to correct any information in any such Disclosure Letters which has been rendered inaccurate by such matter. No supplement or amendment to any such Disclosure Letters shall have any effect for the purpose of determining satisfaction of the conditions set forth in Sections 6.2(a) or 6.3(a).
Supplements to Disclosure Letter. Sellers and the Acquired Companies shall have the right, from time to time, on or prior to the Closing, to supplement the material set forth in the Disclosure Letter initially delivered by the Sellers and the Acquired Companies to Buyers. Any references in this Agreement or in any other document entered into in connection with this Agreement to the Disclosure Letter shall be mean the Disclosure Letter as fully amended and supplemented on or prior to the Closing Date.
Supplements to Disclosure Letter. The Sellers shall have the right (but not the obligation) to supplement or amend the Disclosure Letter with respect to any circumstance, development, event, condition or other matter hereafter arising or of which it becomes aware after the date hereof (each a “Disclosure Supplement”). Each such Disclosure Supplement shall be deemed to be incorporated into and to supplement and amend the Disclosure Letter for all purposes; provided, however, that if such circumstance, development, event, condition or other matter which is the subject of the Disclosure Supplement constitutes or relates to (a) a matter which existed prior to the date hereof, or (b) a matter arising hereafter in breach of this Agreement or that, in the determination of the Purchaser, would have a Material Adverse Change of the Purchased Companies, Purchaser shall have the right to negotiate a reduction to the Purchase Price or, should the Parties fail to come to a mutual agreement in respect of such reduction, to terminate this Agreement as provided in Section 8.1(d). If the Purchaser has the right to, but does not elect to renegotiate the Purchase Price or terminate this Agreement as provided in Section 8.1(d), then (x) Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter, (y) no indemnity claim may be made with respect to such matter by Purchaser or any of its Affiliates or assignees under Article 9, any such claim being hereby irrevocably waived and released with respect to such matter, and (z) such matter shall be a permitted Disclosure Supplement and shall not be a basis for Purchaser or its Affiliate or assignee to assert that any closing condition set forth in Section 6.1 has not been satisfied. In the event the Purchaser terminates this Agreement in accordance with Section 8.1(d), all obligations of the Parties hereto (save and except for their respective obligations under Section 5.3, Section 8.2 and Article 11, which will survive) will terminate immediately upon the Purchaser giving notice as required herein.
Supplements to Disclosure Letter. From time to time up to the Closing, the Shareholders and the Company shall have the right to supplement, modify or amend the Disclosure Letter (whether in an existing or any newly-created section thereof) with respect to any matter that (i) if existing or occurring at or prior to the date of this Agreement would have been required to be set forth or described in the Disclosure Letter, or (ii) is necessary to correct any information in this Agreement or the Disclosure Letter that has been rendered inaccurate thereby.
Supplements to Disclosure Letter. From time to time up to the Initial Closing, the Selling Parties shall promptly supplement or amend the Disclosure Letter with respect to any matter first existing or occurring after the date hereof which, if existing or occurring at or prior to such date, would have been required to be set forth in the Disclosure Letter, or that is necessary to correct any information in Disclosure Letter that has been rendered inaccurate thereby. The Selling Parties shall provide explanations of any supplements or amendments to the Disclosure Letter as requested by the Buyers. If, in the Buyers' reasonable determination, any such supplements or amendments to the Disclosure Letter reveal an occurrence or event that would result in a Company Material Adverse Effect, the Buyers may terminate this Agreement pursuant to Section 10.1(b).
Supplements to Disclosure Letter. The Company shall have the right, from time to time, on or prior to the First Closing Date, to supplement the Material set forth in the Disclosure Letter initially delivered by the Company to Buyer. Any references in this Agreement or in any other document entered into in connection with this Agreement to the Disclosure Letter shall be mean the Disclosure Letter as fully amended and supplemented on or prior to the First Closing Date.
Supplements to Disclosure Letter. To the extent necessary to satisfy the conditions set forth in Section 7.2(a), from time to time up to the Closing, the Company shall promptly supplement or amend the Disclosure Letter with respect to any matter first existing or occurring following the date hereof that (a) if existing or occurring at or prior to the date hereof, would have been required to be set forth or described therein or (b) is necessary to correct any information contained herein that has been rendered inaccurate thereby. Notwithstanding anything in the preceding or succeeding sentence to the contrary, no such supplement or amendment to the Disclosure Letter shall have any effect for the purpose of determining satisfaction of the conditions set forth in Section 7.2. If the Company supplements or amends the Disclosure Letter in accordance with the provisions of this Section 6.7 and Serologicals elects to consummate the Merger, such supplement or amendment shall not form the basis of any claim for indemnification for Serologicals Losses under and pursuant to the Earnout and Indemnity Agreement.
Supplements to Disclosure Letter. Prior to the Closing, Seller, Diversified and Ellsmere shall promptly supplement or amend the Disclosure Letter with respect to any matter arising after the date of this Agreement and prior to Closing, which, if existing or occurring on the date of this Agreement, would have been required to be set forth or described in such Disclosure Letter. No supplement or amendment of the Disclosure Letter made pursuant to this Section shall be deemed to constitute a cure of any breach of any representation or warranty made by Seller pursuant to this Agreement unless such supplement or amendment is consented to
