Supplements to Disclosure Schedule. Prior to the Closing, each party will supplement or amend its respective Disclosure Schedule with respect to any event or development which, 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 Schedule or which is necessary to correct any information in the Disclosure Schedule or in any representation and warranty of the Company which has been rendered inaccurate by reason of such event or development. For purposes of determining the accuracy as of the date hereof of the representations and warranties of the Company contained in Article 2 hereof or Parent in Article 3 hereof in order to determine the fulfillment of the conditions set forth herein, the Disclosure Schedule of each party will be deemed to exclude any information contained in any supplement or amendment hereto delivered after the delivery of the Disclosure Schedule.
Supplements to Disclosure Schedule. Not more than ten (10) days prior to the Closing, the Sellers will, by written notice in accordance with the terms of this Agreement, amend or supplement any one (1) or more of the Sections of the Disclosure Schedule made pursuant to Section 2.01(a) to update the description of the Transferred Assets (which update shall, in the case of the list of Key Subject Equipment delivered pursuant to Section 2.01(a)(iii) of the Disclosure Schedule, include the accumulated depreciation of each item of Key Subject Equipment). The Sellers may, at any time and from time to time not less than five (5) Business Days prior to the Closing, by written notice in accordance with the terms of this Agreement, amend or supplement any one (1) or more Sections of the Disclosure Schedule made pursuant to Article II (i) to update the description of the Transferred Assets and, with the prior written consent of the Buyer, update the description of the Assumed Liabilities and the Excluded Liabilities, in each case to reflect assets and properties acquired or disposed of after the date hereof in compliance with the provisions of Section 5.01, and/or (ii) to update the description of the Excluded Assets to reflect certain assets and properties (whether acquired before, on or after the date hereof) that are not primarily related to, or primarily used or primarily held for use in connection with, the Business. In addition, the Sellers may, at any time and from time to time not less than ten (10) days prior to the Closing, by notice in accordance with the terms of this Agreement (which notice shall indicate if the Sellers believe that clause (a) below may apply), amend or supplement any one (1) or more Sections of the Disclosure Schedule made pursuant to Article III, to reflect any facts, circumstances or events first arising or, in the case of representations given to the Knowledge of the Sellers, first becoming known to the Sellers during the period subsequent to the date hereof, by providing the Buyer with written notice setting forth the proposed amendment or supplement and specifying the Section or Sections of the Disclosure Schedule affected thereby; provided, however, that if any Section of the Disclosure Schedule is amended or supplemented pursuant to this Section 5.08 in a manner that either individually or in the aggregate with all other such prior amendments or supplements made to the Disclosure Schedule pursuant to this Section 5.08 discloses matters that, absent such amendments ...
Supplements to Disclosure Schedule. From time to time prior to ---------------------------------- the Closing, the Company will promptly supplement or amend the Disclosure Schedule 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 the Disclosure Schedule. No supplement or amendment of the Disclosure Schedule made pursuant to this section shall be deemed to cure any breach of any representation of or warranty made in this Agreement unless Acquiror specifically agrees thereto in writing.
Supplements to Disclosure Schedule. Prior to the Closing, each party will supplement or amend its respective Disclosure Schedule with respect to any event or development which, 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 Schedule or which is necessary to correct any information in the Disclosure Schedule or in any representation and warranty of the Company which has been rendered inaccurate by reason of such event or development.
Supplements to Disclosure Schedule. If GEC or Seller becomes aware of, or there occurs after the date of this Agreement and prior to the Closing, any fact or condition that constitutes a Seller Material Adverse Effect or a material breach of any representation or warranty made by Seller in Article 4 (without giving effect, for purposes of this Section 6.11, to any qualifications as to materiality or “Material Adverse Effect” or any similar qualification contained in such representations or warranties), or if any fact or condition, either currently existing or hereafter occurring, otherwise requires any change in the Disclosure Schedule delivered to Purchaser at the time of execution of this Agreement, Seller will promptly disclose such fact or condition to Purchaser and deliver to Purchaser a supplement to the Disclosure Schedule (each, a “Disclosure Schedule Supplement”) specifying any needed change. In addition, if prior to the Closing, Purchaser becomes aware of any fact or condition that constitutes a breach of any representation or warranty of Seller, Purchaser will promptly disclose such fact or condition to Seller. Any Disclosure Schedule Supplement shall not be deemed to amend the Disclosure Schedule for purposes of determining whether the conditions set forth in Section 7.2 or Article 10 have been satisfied and shall not be deemed to cure any breach of any representation or warranty or to limit the rights and remedies of Purchaser under this Agreement for any breach of such representations and warranties.
Supplements to Disclosure Schedule. From the Effective Date through the Closing Date, Seller will promptly notify Purchaser if Seller becomes aware of any fact or condition that causes or constitutes a breach of any of Seller's representations and warranties as of the Effective Date. Should any such fact or condition require any change in the Disclosure Schedule, Seller will promptly deliver to Purchaser a supplement to the Disclosure Schedule specifying such change.
Supplements to Disclosure Schedule. Both Sellers and Buyer shall have the right until the Closing Date to amend or supplement their respective Disclosure Schedules with respect to any matter hereafter arising (excluding matters existing as of the date hereof). No information provided pursuant to this Section 6.8, however, shall be deemed modify, or to cure any breach of, any representation, warranty or covenant in this Agreement existing at the date hereof.
Supplements to Disclosure Schedule. From time to time prior to the Closing, the Seller shall supplement or amend the Disclosure Schedule hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof, that, if existing as of the date of this Agreement would have been required to be set forth or described on the Disclosure Schedule (each a “Schedule Supplement”). Buyer shall have five (5) Business Days after its receipt of any Schedule Supplement to terminate this Agreement by giving written notice to Seller if the matters disclosed in such Schedule Supplement constitute a Material Adverse Effect with respect to Seller. A Schedule Supplement shall be deemed to automatically amend and supplement the Disclosure Schedule and qualify the representations and warranties contained in this Agreement unless Buyer terminates this Agreement pursuant to the immediately preceding sentence.
Supplements to Disclosure Schedule. Between the Termination Right Lapse Date and the Effective Time, the Company shall give notice to Acquiror of (i) the occurrence, or non-occurrence, of any event, fact or circumstance of which the Company or its Company Subsidiaries have Knowledge, the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty of the Company contained in this Agreement or in any certificate or instrument delivered pursuant to this Agreement to be untrue or inaccurate and (ii) any failure of the Company to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.15 shall not be deemed to change the Company’s representations and warranties or covenants or obligations in this Agreement or in any certificate or instrument delivered pursuant to this Agreement for any purpose or to limit or otherwise affect the remedies available hereunder to Acquiror or Sub. Should any such occurrence or non-occurrence require any change in the Disclosure Schedule hereto, the Company shall deliver prior to the Closing a supplement to the Disclosure Schedule with such change; provided, however, that such supplement shall not be deemed to change the Company’s representations and warranties in this Agreement or in any certificate or instrument delivered pursuant to this Agreement for any purpose or to limit or otherwise affect the remedies available hereunder to Acquiror or Sub. [*] Confidential treatment requested. 84 CONFIDENTIAL TREATMENT REQUESTED
Supplements to Disclosure Schedule. From time to time prior to the Closing, Seller will promptly supplement or amend the sections of the Disclosure Letter relating to its representations and warranties set forth in Article II hereof with respect to any matter, condition or occurrence hereafter arising which, if existing or occurring at the date hereof, would have been required to be set forth or described in the Disclosure Letter. Except with respect to a supplement or amendment not objected to in writing by Purchaser within five (5) business days after receipt thereof, no supplement or amendment by Seller shall be deemed to cure any breach of any representation or warranty made in this Agreement by Seller or have any effect for the purpose of determining satisfaction by Seller of the conditions set forth in Article V hereof or the compliance by Seller with the covenant set forth in Section 6.1 hereof.
