Update of Disclosure Schedules. From time to time prior to the Effective Time, the Seller will promptly supplement or amend the Seller Disclosure Schedule to reflect any matter which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in the Seller Disclosure Schedule or which is necessary to correct any information in the Seller Disclosure Schedule which has been rendered inaccurate thereby. No supplement or amendment to the Seller Disclosure Schedule shall have any effect for the purpose of determining satisfaction of the conditions set forth in Section 7.2(b) hereof or compliance by the Seller with the covenants set forth in Article V hereof.
Update of Disclosure Schedules. From time to time prior to the Effective Time, the Company will promptly supplement or amend the Company Disclosure Schedule to reflect any matter which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in the Company Disclosure Schedule or which is necessary to correct any information in the Company Disclosure Schedule which has been rendered inaccurate thereby. No supplement or amendment to the Company Disclosure Schedule shall have any effect for the purpose of determining satisfaction of the conditions set forth in Section 9.02(a) hereof or the compliance by the Company with the covenants set forth in Article VI and Article VIII hereof.
Update of Disclosure Schedules. The Members and the Companies may, at their option, but no later than three (3) Business Days prior to the Closing, deliver to FAAC the Disclosure Schedules updated to the date of Closing (the “Updated Disclosure Schedules”). Any Updated Disclosure Schedules shall be prepared in a manner such that the Updated Disclosure Schedules clearly indicate differences between the Disclosure Schedules as delivered on the Effective Date and the Updated Disclosure Schedules. To the extent that that there are Disclosure Schedule Update Losses, the FAAC Indemnitees shall be entitled to indemnification pursuant to Section 9.2, subject to the limitations of Section 9.2(f).
Update of Disclosure Schedules. Each party agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until the Closing to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Section 6.02(a) and 6.03(a) have been fulfilled, the Schedules hereby shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude all information contained in any supplement or amendment thereto.
Update of Disclosure Schedules. From time to time prior to the Effective Time, KSB and Camden will promptly supplement or amend the Disclosure Schedules to reflect any matter which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules or which is necessary to correct any information in the Disclosure Schedules which has been rendered inaccurate thereby. No supplement or amendment to the Disclosure Schedules shall have any effect for the purpose of determining satisfaction of the conditions set forth in Sections 9.1(a), 9.2(a) or 9.3(a) hereof, as the case may be, or the compliance by KSB or the Bank with the covenants set forth in Article VII hereof, or Camden or CASI with the covenants set forth in Section 7.6 and Section 8.8 hereof.
Update of Disclosure Schedules. Through the Closing Date, CIB shall update the CIB Disclosure Schedule, and NPB shall update the NPB Disclosure Schedule, as promptly as practicable after the occurrence of any event which, if such event had occurred prior to the date hereof, would have been disclosed on such schedule.
Update of Disclosure Schedules. From time to time prior to the Effective Time, the Seller will promptly supplement or amend the Seller Disclosure Schedule to reflect any matter which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in the Seller Disclosure Schedule or which is necessary to correct any information in the Seller Disclosure Schedule which has been rendered inaccurate <PAGE> 40 thereby. In addition, at or prior to the Effective Time, the Seller shall provide the Buyer with a copy of the complete Seller Disclosure Schedule, marked to show any and all such supplements and amendments, and/or, if no such supplements or amendments were made to a particular Section of the Seller Disclosure Schedule, the Seller shall provide the Buyer with a certificate signed on behalf of the Seller by a duly authorized officer of the Seller to such effect. No supplement or amendment to the Seller Disclosure Schedule shall have any effect for the purpose of determining satisfaction of the conditions set forth in Section 7.2(b) hereof or compliance by the Seller with the covenants set forth in Article V hereof.
Update of Disclosure Schedules. Through the Closing Date, Holdings shall update the Holdings Disclosure Schedules, and OLB shall update the OLB Disclosure Schedules, as promptly as practicable after the occurrence of any event which, if such event had occurred prior to the date hereof, would have been disclosed on such schedule. In addition, Holdings and OLB shall update and deliver to the other party the Holdings Disclosure Schedule 3.20 and the OLB Disclosure Schedule 4.19, respectively, promptly after the end of each calendar month during the Pre-Closing Period and on the Business Day immediately preceding the Closing Date.
Update of Disclosure Schedules. Until the Closing Date, Seller may deliver any new schedules or supplement or amend the Disclosure Schedules with respect to any matter that, if existing, occurring or known as of the date hereof, would have been required to be set forth or described in the Disclosure Schedules; provided, that any supplement or amendment to Schedule 2.05(a) shall be limited to actions with respect to Assumed Contracts taken in compliance with the terms of this Agreement. Any such supplement or amendment shall be deemed to modify the Disclosure Schedules for purposes of this Agreement (a) solely to the extent it relates to matters arising after the date of this Agreement and (b) except to the extent that, absent such modification(s) to the Disclosure Schedules, Seller would then be in breach of the representations, warranties, covenants or other agreements contained herein such that the condition to Closing set forth in Section 8.02(a) would not then be satisfied; provided, however, that if the matter being disclosed in such supplement or amendment relates to Buyer’s License, and Buyer had knowledge of such matter as of the date of this Agreement, such supplement or amendment shall modify the Disclosure Schedules for all purposes of this Agreement.
Update of Disclosure Schedules. Sellers and Purchaser shall each have the right from time to time after the date hereof to update or otherwise correct those and all other schedules of the respective parties until the Closing Date. Any updated or corrected schedule shall be promptly furnished by the party updating or correcting the schedule to the other party, and the other party shall have the right to review the updated or corrected schedule. If the party receiving the updated or corrected schedule, after reasonable consultation with the other party, determines in good faith that the items disclosed on the updated schedules have or could reasonably be expected to have a Sellers Material Adverse Effect or a Purchaser Material Adverse Effect, as the case may be, Sellers or Purchaser, as the case may be, may terminate the Agreement and neither party shall have any further obligations to the other hereunder, except as otherwise provided in this Agreement.
