Supplements to Disclosure Schedules. From time to time prior to the Closing Date, each party hereto shall supplement or amend its Disclosure Schedules with respect to any matter hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in its Disclosure Schedules or that is necessary to correct any information in its Disclosure Schedules or in its representations and warranties that have been rendered inaccurate thereby. The Disclosure Schedules delivered by a party hereto shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any information contained in any subsequent supplement or amendment thereto.
Supplements to Disclosure Schedules. The Seller shall promptly, from time to time prior to the Closing by written notice to the Purchaser, supplement the Seller Disclosure Schedule or add a schedule to the Seller Disclosure Schedule (such added schedule to be deemed a supplement hereunder) in order to disclose any matter which, if occurring prior to the date of this Agreement, would have been required to be set forth or described in the Seller Disclosure Schedule or to correct any inaccuracy or breach in the representations and warranties made by the Seller in this Agreement. Subject to this Section 5.6, none of such supplements to the Seller Disclosure Schedule will be deemed to cure the representations and warranties to which such matters relate with respect to satisfaction of the conditions set forth in Section 6.1(a) or otherwise affect any other term or condition contained in this Agreement; provided, however, that unless the Purchaser will have delivered a notice of termination with respect to such matter as contemplated by Section 7.1(b) (to the extent the Purchaser is entitled to deliver such notice pursuant to Section 7.1(b)) within fifteen (15) Business Days of the receipt by the Purchaser of any supplement to the Seller Disclosure Schedule pursuant to this Section 5.6, then the Purchaser will have waived any and all rights to terminate this Agreement pursuant to Section 7.1(b) 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 the Purchaser will be deemed to have accepted the contents of such supplement for all purposes of this Agreement.
Supplements to Disclosure Schedules. From time to time prior to the Effective Date, FBC shall create, supplement and amend one or more schedules to this Agreement for the purpose of reflecting any matter hereafter arising that would make any representation or warranty set forth in Article V inaccurate (the “FBC Disclosure Schedules”). For purposes of determining (i) the fulfillment of the condition set forth in Section 10.1 as of the Closing Date and (ii) the accuracy of the representations and warranties contained in Article V if the Consolidation is not consummated, the FBC Disclosure Schedules shall be deemed to include only the information contained therein on the date of this Agreement and shall be deemed to exclude any information contained in any subsequent supplement or amendment thereto. If the Consolidation is not consummated, delivery of any supplemental disclosure schedules pursuant to this section will not affect the rights and remedies of the parties hereunder. For purposes of determining the accuracy of the representations and warranties contained in Article V if the Consolidation is consummated, the FBC Disclosure Schedules shall be deemed to include all information contained in any supplement or amendment thereto made before the Closing Date. If any supplement to any FBC Disclosure Schedule shall be delivered within five days of the Closing Date, at the option of the Bank the Closing Date may be delayed to permit the Bank to have a period of at least ten days to consider such supplement.
Supplements to Disclosure Schedules. From time to time prior to Closing, Target shall promptly supplement or amend the Target Disclosure Schedule with respect to any matter hereafter arising 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 Target Disclosure Schedule or in any representation and warranty of Target which has been rendered inaccurate thereby. For purposes of determining the accuracy of the representations and warranties of Target contained in Article II in order to determine the fulfillment of the condition set forth in Section 6.01, the Target Disclosure Schedule delivered by Target shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any information contained in any subsequent supplement or amendment thereto. Public Corporation shall have similar obligations.
Supplements to Disclosure Schedules. (a) From time to time prior to the Closing, Thermo shall have the right (but not the obligation) to supplement or amend the Company Disclosure Schedules with respect to any matter hereafter arising or of which Thermo becomes aware after the date hereof (each, a “Company Schedule Supplement”). Any disclosure in a Company Schedule 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 determining whether or not the conditions set forth in Article 7 have been satisfied; provided, however, that if Parent has the right to, but does not elect to, terminate this Agreement within five Business Days of its receipt of such Company Schedule Supplement, then Parent shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter.
(b) From time to time prior to the Closing, Parent shall have the right (but not the obligation) to supplement or amend the Parent Disclosure Schedules with respect to any matter hereafter arising or of which Parent becomes aware after the date hereof (each, a “Parent Schedule Supplement”). Any disclosure in a Parent Schedule 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 determining whether or not the conditions set forth in Article 7 have been satisfied; provided, however, that if Thermo has the right to, but does not elect to, terminate this Agreement within five Business Days of its receipt of such Parent Schedule Supplement, then Thermo shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter.
Supplements to Disclosure Schedules. From time to time prior to the Effective Time, SuperShuttle and AAA-LSF will each promptly supplement or amend their respective Disclosure Schedules 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 any such Disclosure Schedule or which is necessary to correct any information in any such Disclosure Schedule which has been rendered inaccurate thereby. No supplement or amendment to any such Disclosure Schedule shall have any effect for the purpose of determining satisfaction of the conditions set forth in Sections 7.2 or 7.3 of this Agreement, as the case may be, except as otherwise provided in Sections 7.2(a) and 7.3(a).
Supplements to Disclosure Schedules. Without limiting the parties' obligations under Section 5.4, from time to time prior to the Closing, the ATMI Group and the ADCS Group will promptly supplement or amend the respective disclosure schedules which they have delivered pursuant to this Agreement 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 any such disclosure schedule or which is necessary to correct any information in any such disclosure schedule which has been rendered inaccurate thereby. No supplement or amendment to any such disclosure schedule shall have any effect for the purpose of determining satisfaction of the conditions set forth in Sections 6.l(a) or 6.2(a) of this Agreement.
Supplements to Disclosure Schedules. Buyers agree that from time to time after the execution of this Agreement and up to three (3) business days prior to the Closing Date, Sellers shall supplement and/or amend the Disclosure Schedules with respect to any matter hereafter arising which, if existing on the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules (such supplements and/or amendments are hereinafter referred to as the "Disclosure Supplements"). In the event any matter set forth in such Disclosure Supplements (i) would have a material adverse effect on the Transferred Assets or the Assumed Liabilities, or (ii) was known to Sellers and Parent on the date of this Agreement and intentionally omitted by them from the Disclosure Schedules, Buyers shall have the option not to proceed with the Closing and shall be entitled to unilaterally terminate this Agreement in accordance with Article X herein; provided however, Buyers provide to Sellers and Parent written notice of such election to terminate this Agreement on the earlier of three (3) business days after receipt of the Disclosure Supplement or the Closing Date.
Supplements to Disclosure Schedules. From time to time prior to the Closing Date, Seller shall promptly provide to Buyer and Probex proposed supplements or amendments to the schedules to this Agreement with respect to any matter arising or changing which, if existing or occurring as of the date of this Agreement, would have been required to be set forth or described in such schedules; provided, however, any such proposed supplements or amendments to the schedules to this Agreement shall not become part of this Agreement unless and until Buyer and Probex shall execute an instrument evidencing their agreement thereto, and such proposals shall not be deemed a waiver by Buyer or Probex of any representation or warranty of Seller contained in this Agreement other than as agreed upon in such instrument.
Supplements to Disclosure Schedules. (a) Not more than ten (10) days prior to the Closing, the CCBU Parties will, by written notice to the CCBCC Parties in accordance with the terms of this Agreement, amend or supplement any one (1) or more Sections of the CCBU Disclosure Schedule made pursuant to Section 2.02(a) to update the description of the CCBU Transferred Assets (which amendment or supplement shall, in the case of the list of Key CCBU Subject Equipment delivered pursuant to Section 2.02(a)(iii) of the CCBU Disclosure Schedule, include the accumulated depreciation of each item of Key CCBU Subject Equipment).The CCBU Parties 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 of the Sections of the CCBU Disclosure Schedule made pursuant to Article II (x) to update the description of the CCBU Transferred Assets and, with the prior written consent of the CCBCC Parties, update the description of the CCBU Assumed Liabilities and the CCBU 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(a), and/or (y) to update the description of the CCBU 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 CCBU Business. In addition, the CCBU Parties 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 CCBU Parties believe that clause (i) below may apply), amend or supplement any one or more Sections of the CCBU 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 CCBU Parties, first becoming known to the CCBU Parties during the period subsequent to the date hereof, by providing the CCBCC Parties with written notice setting forth the proposed amendment or supplement and specifying the Section or Sections of the CCBU Disclosure Schedule affected thereby; provided, however, that if any Section of the CCBU Disclosure Schedule is amended or supplemented pursuant to this Section 5.08(a) in a manner that either individually or in the aggregate wit...
