Supplements to Disclosure Letters. Sellers may, from time to time prior to the Closing by written notice to Purchaser, supplement the Sellers Disclosure Letter or the Companies Disclosure Letter or add a schedule or section to the Sellers Disclosure Letter or the Companies Disclosure Letter with a corresponding reference to be added in this Agreement (such added schedule to be deemed a supplement hereunder) to disclose any matter which, if occurring prior to the date hereof, would have been required to be set forth or described on the Sellers Disclosure Letter or the Companies Disclosure Letter or to correct any inaccuracy or breach in the representations and warranties made by Sellers in this Agreement. Subject to this Section 5.11, none of such supplements to the Sellers Disclosure Letter or the Companies Disclosure Letter shall be deemed to cure any breach or breaches of the representations and warranties to which such matters relate with respect to satisfaction of the conditions set forth in Section 6.2(b) or otherwise affect any other term or condition contained in this Agreement; provided, however, that unless Purchaser shall have delivered a Breach Notice contemplated by Section 7.1(e) (to the extent Purchaser is entitled to deliver such Breach Notice pursuant to the terms of this Agreement) within ten (10) Business Days of the receipt by Purchaser of any supplement to the Sellers Disclosure Letter or the Companies Disclosure Letter pursuant to this Section 5.11, then Purchaser shall have waived any and all rights to terminate this Agreement, pursuant to Section 7.1(e) or otherwise, arising out of or relating to the contents of such supplement and the resulting breach or breaches of the representations and warranties and Purchaser shall be deemed to have accepted the contents of such supplement for all purposes of this Agreement; provided, further, that, from and after the Closing, Sellers shall have no liability pursuant to this Agreement or for any matters arising out of or relating to any of the matters disclosed on the Sellers Disclosure Letter or the Companies Disclosure Letter, as supplemented or amended by Sellers, prior to the Closing.
Supplements to Disclosure Letters. From time to time prior to the Effective Time, Premenos and Harbinger 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 letter or which is necessary to correct any information in any such disclosure letter which has been rendered inaccurate by such matter. No supplement or amendment to any such disclosure letter 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 Letters. From time to time prior to the Closing, the PC Entities shall have the right (but not the obligation) to supplement or amend the PC Disclosure Letter with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Disclosure Supplement”). Any disclosure in any such Disclosure Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 10.2(b) have been satisfied. If (a) a Disclosure Supplement is made with respect to an event, fact, or circumstance that occurs or arises after the date of this Agreement and is not the result of a material breach by either of the PC Entities’ of any of their covenants or agreements under this Agreement, (b) such Disclosure Supplement (or the event, fact, or circumstance underlying such Disclosure Supplement) gives the Company a right to terminate this Agreement pursuant to Section 12.1(e), and (c) the Company does not exercise such termination right within thirty (30) days of such termination right becoming exercisable (following the expiration of the applicable cure periods set forth in Section 12.1(e)), then the PC Entities may terminate this Agreement by giving written termination notice to the Company, unless the Company agrees in writing to waive its right to indemnification under Section 11.2 with respect to such matter.
Supplements to Disclosure Letters. (a) The Company shall from time to time, from the date hereof until the Closing Date, supplement or amend the Company Disclosure Letter with respect to any matter arising after the date hereof which, if existing as of or prior to the date hereof, would have been required to be set forth in the Company Disclosure Letter. No supplement or amendment to the Company Disclosure Letter shall have any effect on the conditions to the obligations of Purchaser and Merger Sub to consummate the Merger set forth in Article VII.
(b) Purchaser shall from time to time, from the date hereof until the Closing Date, supplement or amend the Purchaser Disclosure Letter with respect to any matter arising after the date hereof which, if existing as of or prior to the date hereof, would have been required to be set forth in the Purchaser Disclosure Letter. No supplement or amendment to the Purchaser Disclosure Letter shall have any effect on the conditions to the obligations of the Company to consummate the Merger set forth in Article VIII.
Supplements to Disclosure Letters. Golden has supplemented the Golden Disclosure Letter by delivering supplemental Schedules thereto (the “Golden Supplemental Schedules”) to Labrador and Merger Sub concurrently with the execution and delivery of this Amendment by the Parties and Labrador and Merger Sub have supplemented the Labrador Disclosure Letter by delivering supplemental Schedules thereto (the “Labrador Supplemental Schedules”) to Golden concurrently with the execution and delivery of this Amendment by the Parties. The Parties hereby agree that all of the items disclosed in the Golden Supplemental Schedules shall be deemed to have been disclosed in the Golden Disclosure Letter as of the time of the execution and delivery of the Merger Agreement and that all of the items disclosed in the Labrador Supplemental Schedules shall be deemed to have been disclosed in the Labrador Disclosure Letter as of the time of the execution and delivery of the Merger Agreement.
Supplements to Disclosure Letters. Section 6.14
Supplements to Disclosure Letters. The Seller and the Purchaser shall each have the right, from time to time prior to the Closing, by written notice to the other, to supplement or amend the Seller Disclosure Letter or the Purchaser Disclosure Letter, as the case may be, with respect to any matter hereafter arising or discovered which if existing or known on the date hereof would have been required to be set forth or described in such Seller Disclosure Letter or Purchaser Disclosure Letter, as the case may be. Any such supplemental or amended disclosure shall not be deemed to have been disclosed for purposes of determining whether or not the conditions to the Closing set forth in Section 7.2 or Section 7.3, as applicable, have been satisfied nor be deemed to have cured any breach of representation, warranty, covenant or agreement relating to the matter set forth in such update for purposes of indemnification pursuant to Article VIII.
Supplements to Disclosure Letters. Each party shall deliver to the other, as soon as possible after they become aware thereof, but not later than at the Closing hereof, supple-mental information updating the infor-mation set forth in the Disclosure Letters hereto, so that such Disclosure Letters supplemented by such information will be true and correct at the Closing as if then made; provided that the foregoing shall not be deemed to permit any transac-tion not otherwise permitted by this Agreement or to consti-tute a waiver by either party of any misrepresenta-tion or breach by the Company or Buyer of any agree-ment, covenant or warranty made herein. Each party agrees to disclose to the other any misrepresentation or breach of any covenant or warranty of the other when such breach becomes known to such party.
Supplements to Disclosure Letters. From time to time up to the Closing Date, the Seller and Purchaser will promptly supplement or amend their respective disclosure letters which they have delivered pursuant to this Agreement with respect to any matter hereafter
Supplements to Disclosure Letters. From time to time up to the Closing Date, the Seller and Purchaser shall promptly supplement or amend their respective disclosure letters which they have delivered pursuant to this Agreement with respect to any matters arising after the execution hereof and prior to Closing which, if existing or occurring at the date hereof, would have been required to be set forth or described in any such disclosure letter or which is necessary to correct any information in any such disclosure letter which has been rendered inaccurate thereby. No supplement or amendment to any such disclosure letter shall have any effect for the purpose of determining satisfaction of the conditions set forth in Sections 6.2 or 6.3 of this Agreement unless such supplement or amendment is accepted by Purchaser in its absolute and sole discretion in the case of any supplement or amendment to the Seller's Disclosure Letter, and by Seller in its sole and absolute discretion in the case of any supplement or amendment to the Purchaser Disclosure Letter.
