Supplements to the Disclosure Schedule Clause Samples

Supplements to the Disclosure Schedule. Between the date hereof and the Closing Date, each of the Seller and the Buyer shall, promptly upon becoming aware of any breach or violation of any of its representations, warranties, covenants or agreements contained in this Agreement, give notice to such other party with respect thereto and supplement or amend the Disclosure Schedule provided by such party (including adding new schedules if necessary) to reflect any fact, matter, circumstance or event occurring after the date of this Agreement, which, if existing or occurring prior to the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule. Any such notification, supplement or amendment shall be effective to amend any representation or warranty, covenant or agreement of such party contained in this Agreement for purposes of the indemnification rights under Section 6, but shall not be taken into account in determining whether the conditions to the parties’ obligation to consummate the transactions contemplated hereunder contained in Section 4.1 and Section 5.1 have been fulfilled.

Supplements to the Disclosure Schedule. The Selling Parties shall have the right from time to time prior to Closing to supplement, amend or update the Disclosure Schedule (a "Schedule Update") to reflect facts, events or circumstances, whether existing prior to, on, or after the date hereof, that would have otherwise been appropriate to include in any section of such Disclosure Schedule; provided, that: (i) no Schedule Update shall cure any breach of any representation, warranty or covenant of the Selling Parties made as of the date of this Agreement; (ii) such Schedule Update shall be taken into account in the certificate to be provided by Seller pursuant to Section 6.2(c); and (iii) to the extent that such Schedule Update discloses facts, events or circumstances that occurred after the date hereof, such Schedule Update shall not be taken into account in determining whether or not the condition set forth in Section 6.2(a) has been satisfied.

Supplements to the Disclosure Schedule. From time to time prior to the Closing, Sellers will promptly supplement or amend the sections of the Disclosure Schedule with respect to any matter, condition or occurrence hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described therein by sending Purchaser a written notice clearly describing the requested changes. If Purchaser objects to a supplement or amendment within five business days after receipt of such written notice, such supplement or amendment by Sellers shall not have any effect for the purpose of determining satisfaction by Sellers of the conditions set forth in Article VI or indemnification under Articles V or VI. Notwithstanding the foregoing, Sellers shall not be permitted to supplement or amend Schedules 1.2(x) or 1.5 or Sections 2.2, 2.4, 2.8, 2.18 or 4.11 of the Disclosure Schedules pursuant to this Section 4.7.

Supplements to the Disclosure Schedule. The parties -------------------------------------- recognize that a substantial period of time will elapse between the execution and delivery of this Agreement and the Closing Date. Accordingly, during such period, Buyer may from time to time supplement, amend or modify its Disclosure Schedule (a) with respect to developments occurring subsequent to the date hereof which, individually or in the aggregate, do not materially change its representations or warranties hereunder or materially increase Seller's liabilities or obligations with respect to its sale to Buyer of the Purchased Assets or (b) to the extent Seller shall give its prior consent.