SUPPLEMENTS TO SCHEDULES; COVENANTS Sample Clauses

SUPPLEMENTS TO SCHEDULES; COVENANTS. If prior to the Closing Date, Seller or the Company (i) becomes aware of any event or condition that causes any of its representations or warranties herein to be inaccurate in any material respect, (ii) becomes aware that any of its representations or warranties herein was inaccurate when made in any material respect, (iii) becomes aware of any material failure of Seller or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, Seller and the Company shall promptly notify Buyer in writing and shall use all commercially reasonable efforts to remedy the same. Seller may thereafter (but not following the Closing) supplement the Disclosure Schedule to account for such inaccuracy; provided, that the delivery of a supplemented or amended Disclosure Schedule pursuant to this Section 5.6 shall not modify or qualify the representations or warranties of Seller. Notwithstanding the foregoing, the delivery of any supplemented or amended Disclosure Schedule pursuant to this Section 5.6, to the extent that any supplemented or amended disclosure is material and relates (x) to events or conditions that (A) occur after the date of this Agreement and (B) are not directly caused by, or directly result from any actions, or nonaction, of Seller or the Company in breach of this Agreement, or (y) to representations or warranties that are qualified as to Knowledge of Seller and such Knowledge was only obtained after the date of this Agreement, shall constitute a non-willful failure by Seller to satisfy the condition to Buyer’s obligations to consummate the Closing set forth in Section 10.1; provided that if Buyer determines to waive the conditions set forth in Section 10.1 after the delivery of such supplement or amended Disclosure Schedule, then the representations, warranties, covenants and agreements made by Seller as modified by such amended or supplemented Disclosure Schedule shall form the sole basis for indemnification pursuant to Section 11.2 below.
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SUPPLEMENTS TO SCHEDULES; COVENANTS. If prior to the Closing Date but after the date hereof KAS shall become aware of any event or condition that causes any of its representations or warranties herein to be inaccurate or become aware that any of its representations or warranties herein was inaccurate when made, KAS shall promptly notify the Buyers in writing (the "Supplemental Notice"). KAS may thereafter (prior to but not on or following the Canada Closing Date) supplement the Disclosure Schedule to account for such inaccuracy and promptly will deliver the revised Disclosure Schedules to the Buyers. In respect of any Schedule which has been revised to disclose information relating to periods prior to the date hereof, the Buyers shall then at their sole discretion have the option to terminate the Agreement, or proceed to the Closings. If the Buyers determine to proceed to the Closings, then the indemnification obligations of KAS and Kuraya under Section 10.2(i) shall be limited and reduced to the extent of any Losses resulting from the event or condition described in the Supplemental Notice. In respect of any Schedule which has been revised to disclose information relating to the period after the date hereof, Buyers' only right shall be to terminate this Agreement if such information could reasonably be expected to result in a Material Adverse Effect. If the Buyers determine to proceed to the Closings, then the indemnification obligations of KAS and Kuraya under Section 10.2(i) as to such information shall be limited and reduced to the extent of any Losses resulting from the event or condition described in the Supplemental Notice.
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SUPPLEMENTS TO SCHEDULES; COVENANTS. If prior to the Closing Date, Sellers become aware of any event or condition that causes any of their or the Company's representations or warranties herein to be inaccurate in any material respect or becomes aware that any of their or the Company's representations or warranties herein was inaccurate when made in any material respect, Sellers shall promptly notify Purchaser in writing. Sellers may thereafter (but not following the Closing) supplement the Company Disclosure Schedule to account for such inaccuracy; provided, that the delivery of a supplemented or amended Disclosure Schedule pursuant to this Section, to the extent that the supplement or amended disclosure is material, shall constitute a failure by Sellers to satisfy the condition to Purchaser's obligations to consummate the Closing set forth in Section 8 hereof. If Purchaser determines to waive the conditions set forth in Section 8 after the delivery of such supplement or amended Disclosure Schedule, then the representations, warranties, covenants and agreements made by Sellers and the Company as modified by such amended or supplemented Disclosure Schedule shall be the basis for any indemnification pursuant to Section 10 below.
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Related to SUPPLEMENTS TO SCHEDULES; COVENANTS

  • 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.

  • Supplements to Disclosure Schedules From time to time prior to the Effective Time, 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.

  • Amendment to Schedules Schedule 2.01 of the Credit Agreement shall be and it hereby is amended in its entirety by substituting Schedule 2.01 attached hereto.

  • Supplements to Security Agreement Schedules The undersigned has attached hereto supplemental Schedules I through VIII to Schedules I through VIII, respectively, to the Security Agreement, and the undersigned hereby certifies, as of the date first above written, that such supplemental Schedules have been prepared by the undersigned in substantially the form of the equivalent Schedules to the Security Agreement, and such supplemental Schedules include all of the information required to be scheduled to the Security Agreement and do not omit to state any information material thereto.

  • Schedules etc References to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.

  • Inconsistencies with Other Documents; Independent Effect of Covenants (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided, that any provision of the Security Documents which imposes additional burdens on the Borrower or its Subsidiaries or further restricts the rights of the Borrower or its Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect.

  • Representations and Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates shall remain operative and in full force and effect regardless of any investigation made by any party, and shall survive the Termination Date.

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

  • 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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