Update to Disclosure Sample Clauses

Update to Disclosure. From time to time prior to the Closing, the Seller may provide to Buyer information (the “Supplemental Information”) that supplements or amends the Disclosure Schedule, which shall form a part of this Agreement with respect to any matter arising after the date of this Agreement 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 the Disclosure Schedule or that is necessary to correct any information in the Disclosure Schedule that has been rendered inaccurate by such matter arising after the date of this Agreement. Any Supplemental Information delivered pursuant to this Section 6.12 shall be deemed to be a part of the identified section of the Disclosure Schedule to which it relates. To the extent any Supplemental Information is disclosed under this Section 6.12 which, individually or in the aggregate, has a Material Adverse Effect, Buyer shall not be obligated to consummate the Transactions.
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Update to Disclosure. Between the date of this Agreement and the Closing, Buyer shall promptly inform Seller in writing of any material variances discovered by Buyer or its representatives in the representations and warranties of Seller contained in this Agreement and disclosures related thereto in the Disclosure Letter. Prior to the Closing Date, Seller shall have the right to update the Disclosure Letter (the “Updated Schedules”) but only with respect to a matter arising after the date hereof but prior to the Closing and which, to the Seller’s Knowledge, did not exist in such condition as of the date hereof, which would result in the condition set forth in Section 7.2(a) or 7.2(c) not being satisfied. If Buyer receives such Updated Schedules from Seller, then Buyer shall have the right to (a) terminate this Agreement pursuant to Section 10.1(c)(i) within five (5) Business Days of receipt thereof, or (b) proceed with the Closing, provided that upon the Closing, Buyer shall be deemed to have waived all claims against Seller, including all indemnity claims pursuant to ARTICLE IX, for all such matters set forth in such Updated Schedules.
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Update to Disclosure. (a) Between the date of this Agreement and the Closing, Seller shall promptly inform Buyer in writing should it become aware of the existence or occurrence of (i) any representation or warranty in this Agreement made as of the date hereof being untrue or of any breach of any covenant of Seller in this Agreement (“Pre-Signing Supplemental Information”) or (ii) any matter arising after the date hereof but prior to the Closing 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 the Disclosure Letter, (“Post-Signing Supplemental Information”). Pre-Signing Supplemental Information and Post-Signing Supplemental Information shall be taken into account in determining satisfaction of the conditions specified in Section 8.1(a) and Section 8.1(c). (b) If the Closing occurs, Buyer Indemnitees shall be entitled to indemnification in accordance with and subject to Article X for any Losses incurred as a result of a breach of representation and warranty or covenant identified in the Pre-Signing Supplemental Information. (c) If the Closing occurs, Buyer Indemnitees shall be entitled to indemnification in accordance with and subject to Article X for any Interim Losses incurred as a result of a breach of representation and warranty or covenant identified in the Post-Signing Supplemental Information solely to the extent such Interim Losses are in excess of Two Million Five Hundred Thousand Dollars ($2,500,000); provided, however, that any Interim Losses in relation to Post-Signing Supplemental Information (whether indemnified or not) (“Post-Signing Supplemental Information Losses”) shall be taken into account in determining whether the Minimum Amount has been met.
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Update to Disclosure. Between the date of this Agreement and the Closing, Buyer shall promptly inform Sellers in writing of any material variances discovered by the Buyer or their representatives in the representations and warranties of MTC and Sellers contained in this Agreement. MTC and Sellers shall have the right to update the Seller Disclosure Schedule (the “Updated Schedules”) with respect to any matter arising after the date hereof but prior to the Closing, provided that Sellers deliver the Updated Schedules to Buyer no later than five business days prior to the Closing Date. If Buyer receives Updated Schedules from Sellers, Buyer shall have the right to (a) terminate this Agreement pursuant to Section 10.1(c)(i), provided the matters disclosed on such Updated Schedules would otherwise result in the condition set forth in Section 7.1 not being satisfied, or (b) proceed with the Closing, provided that Sellers shall not be deemed to be in breach of their representations and warranties hereunder as a result of any updated matter set forth in such Updated Schedules and upon the Closing the Buyer shall be deemed to have waived all claims against Sellers, including all indemnity claims pursuant to Article IX, for all updated matters set forth in such Updated Schedules. For all purposes under this Agreement, the Updated Schedules shall be deemed to supersede and amend the original Disclosure Schedule dated as of the date of this Agreement.
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Update to Disclosure. From time to time prior to the Closing, Seller will supplement or amend the disclosure schedules delivered in connection herewith with respect to any matter 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 such disclosure schedules or which is necessary to correct any information in such disclosure schedules which has been rendered inaccurate thereby. If the Closing occurs, Buyer waives any right or claim it may otherwise have or have had on account of any matter so disclosed in such supplement or amendment.
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Update to Disclosure. Without limiting either party's right to rely -------------------- on the representations and warranties as set forth herein, each of Cypress and QuickLogic shall provide the other party with updates to the disclosures provided or made available to the other party as to material facts which arises between the date of this Agreement and the Closing Date and which, if they had occurred and been known prior to the date of this Agreement, would have been required to have been disclosed in order to make the representations and warranties contained in Articles III and IV true and correct as of the date of this Agreement. In addition (i) Cypress shall provide QuickLogic with updates if, between the date hereof and the Closing Date, there is a change in the condition of the Transferred Assets or the FPGA Technology which may be reasonably expected to have a materially adverse effect on the condition of the Transferred Assets or the FPGA Technology and (ii) QuickLogic shall provide Cypress with updates if, between the date hereof and the Closing Date, there is a change in the condition (financial or otherwise) of the business, prospects, employees, operations, obligations or liabilities of QuickLogic which, in the aggregate, have or may be reasonably expected to have a materially adverse effect on the condition (financial or otherwise) of the business, operations, obligations or liabilities of QuickLogic.
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Update to Disclosure. From time to time prior to the Closing, -------------------- Seller shall promptly provide Buyer with written notice of any matter which, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described on any Schedule or which is necessary to correct any information on any Schedule which has been rendered inaccurate thereby. Notwithstanding anything to the contrary contained herein, no notice shall have any effect for any purpose on any of the representations or warranties of Seller contained herein.
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Update to Disclosure. From time to time prior to Closing Date, BBT will supplement or amend the disclosure Schedules delivered in connection herewith with respect to any matter 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 such disclosure Schedules or which is necessary to correct any information in such disclosure Schedules which has been rendered inaccurate thereby. If Bosch Telecom elect to close after BBT makes an accurate supplemental disclosure as contemplated in this Section, Bosch Telecom waive any right or claim it may otherwise have or have had on account of any matter so disclosed in such supplement or amendment.
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Update to Disclosure. After the date hereof until three (3) Business Days prior to the Closing Date, the Seller shall have the right to update the Disclosure Schedule (the “Updated Schedules”) but only with respect to a matter occurring after the date hereof but prior to the Closing which would reasonably be expected to result in a Material Adverse Effect. If the Buyer receives such Updated Schedules from the Seller, then the Buyer shall have the right to terminate this Agreement pursuant to Section 9.1(c), within three (3) Business Days of receipt thereof, or proceed with the Closing, provided that upon the Closing, the Buyer shall be deemed to have waived all claims against the Seller, including all indemnity claims pursuant to Article 8, for all such matters included in the Updated Schedules.
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Related to Update to Disclosure

  • Notification; Updates to Disclosure Schedule (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

  • Consent to Disclosure Each Company Shareholder consents to and authorizes the Company or SPAC, as applicable, to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that the Company or SPAC, as applicable, reasonably determines to be necessary or advisable in connection with the Mergers or any other transactions contemplated by the Merger Agreement or this Agreement, such Company Shareholder’s identity and ownership of such Company Shareholder’s Subject Shares, the existence of this Agreement and the nature of such Company Shareholder’s commitments and obligations under this Agreement, and such Company Shareholder acknowledges that the Company or SPAC may, in their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Company Shareholder agrees to promptly give the Company or SPAC, as applicable, any information that is in its possession that the Company or SPAC, as applicable, may reasonably request for the preparation of any such disclosure documents, and such Company Shareholder agrees to promptly notify the Company and SPAC of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Company Shareholder shall become aware that any such information shall have become false or misleading in any material respect.

  • DUTY TO DISCLOSE If circumstances change or additional information is obtained regarding any of the representations and warranties made by the Applicant in the Application or this Agreement, or any other disclosure requirements, subsequent to the date of this Agreement, the Applicant’s duty to disclose continues throughout the term of this Agreement.

  • Data Disclosure Under Minnesota Statute § 270C.65, Subdivision 3 and other applicable law, the Contractor consents to disclosure of its social security number, federal employer tax identification number, and/or Minnesota tax identification number, already provided to the State, to federal and state agencies and state personnel involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state laws which could result in action requiring the Contractor to file state tax returns, pay delinquent state tax liabilities, if any, or pay other state liabilities.

  • ADV Disclosure The Adviser has provided the Trust with a copy of its Form ADV as most recently filed with the Commission and will, promptly after filing any amendment to its Form ADV with the Commission, furnish a copy of such amendments to the Trust. The information contained in the Adviser’s Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

  • Disclosure Updates Promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished to the Lender Group contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

  • Right to Disclose With respect to any information, knowledge, or data disclosed to the Contractor by the Subcontractor, the Subcontractor warrants that the Subcontractor has full and unrestricted right to disclose the same without incurring legal liability to others, and that the Contractor shall have the full and unrestricted rights to use and publish the same as it may see fit. Any restrictions on Contractor’s use of information, knowledge, or data disclosed by Subcontractor must be made known to Contractor.

  • of the Disclosure Schedule To the Knowledge of the Company there are no strikes, slowdowns, work stoppages, lockouts or threats thereof by or with respect to any of the employees of the Company.

  • Obligation to Update Disclosure The Indenture Trustee will notify and provide information, and certify that information in an Officer’s Certificate, to the Depositor on the occurrence of any event or condition relating to the Indenture Trustee or actions taken by the Indenture Trustee that (a) may be required to be disclosed by the Depositor under Item 2 (the institution of, material developments in, or termination of legal proceedings against U.S. Bank National Association that are material to the Noteholders) of Form 10-D under the Exchange Act within five days of a Responsible Person of the Indenture Trustee becoming aware of such proceeding, (b) the Depositor reasonably requests of the Indenture Trustee that the Depositor, believes is necessary to comply with Regulation AB within five days of the request, (c) is required to be disclosed under Item 5 (submission of matters to a vote of the Noteholders) of Form 10-D under the Exchange Act within five days of a Responsible Person of the Indenture Trustee becoming aware of the submission, (d) is required to be disclosed under Item 6.02 (resignation, removal, replacement or substitution of U.S. Bank National Association as Indenture Trustee) or Item 6.04 (failure to make a distribution when required) of Form 8-K under the Exchange Act within two days of a Responsible Person of the Indenture Trustee becoming aware of the occurrence or (e) causes the information given by the Indenture Trustee in any certificate delivered by a Responsible Person of the Indenture Trustee to be untrue or incorrect in any material respect or is necessary to make the statements given by the Indenture Trustee in light of the circumstances in which they were made not misleading within five days of a Responsible Person of the Indenture Trustee becoming aware of the event or condition.

  • Accurate Disclosure Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) the Prospectus nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by the Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”).