Update to Disclosure Schedules Sample Clauses

Update to Disclosure Schedules. At any time and from time to time on or prior to the third (3rd) Business Day prior to the Closing Date, the Seller Group may deliver to the Parent and the Buyer modifications, changes and updates to the Disclosure Schedules, other than any representations or warranties in Sections 2.03, 2.12, 2.13 and 2.24, and with respect to a breach of a Material Contract, which, for clarity, may not be updated by Seller (“Updates to Disclosure Schedules”) in order to disclose or take account of facts, matters or circumstances that arise or occur between the date of this Agreement and the Closing Date, in the ordinary course of business and which facts, matters or circumstance are required or permitted, by the provisions of Section 4.05, to be disclosed in such Disclosure Schedules. Such Updates to Disclosure Schedules shall not be deemed to be a breach of any representation, warranty or covenant made in this Agreement provided that (i) the information delivered in such Updates to Disclosure Schedules is limited to matters that first arise after the date of this Agreement, (ii) the delivery of such Update to Disclosure Schedules shall not prevent Buyer from exercising any termination right under this Agreement in accordance with ARTICLE VIII, and (iii) any matter included in such Updates to Disclosure Schedules is not a result of any breach by Seller of any of its covenants under this Agreement, in which case, the Disclosure Schedules for purposes of this Agreement (and for no other purpose) shall be the Disclosure Schedules as amended by such Updates to Disclosure Schedules. Each item included in any Update to Disclosure Schedules shall be written in specific terms, in a manner consistent with the Disclosure Schedules delivered to Buyer contemporaneously as of the date of this Agreement, and sufficient to put Buyer on notice of the information being disclosed. Each item included in such Update to Disclosure Schedules shall identify the particular representation or warranty that must be qualified in light of the event or circumstance requiring disclosure, and in any event such disclosure shall modify the respective representations and warranties of Seller only to the extent necessary to make them true in light of the item being disclosed. The provisions of this Section 4.26 shall not be deemed in any way to constitute a waiver by the Parent or the Buyer of the conditions set forth in Section 5.01 below.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Update to Disclosure Schedules. Each Party hereto will promptly disclose to the other in writing any information with respect to (a) any matter that existed as of the date of this Agreement and should have been set forth or described on such Party's Disclosure Schedules or (b) any matter hereafter arising which, if existing as of the date of this Agreement would have been required to have been disclosed in such Party's Disclosure Schedules. No disclosure made pursuant to this Section 12.5 or otherwise will be deemed to modify, amend or supplement the representations and warranties of any Party hereto or to prevent or cure or be deemed a waiver of any misrepresentation or breach of representation or warranty or covenant or agreement. Notwithstanding the foregoing, Seller shall be entitled amend the Disclosure Schedules as expressly provided in Sections 3.6, 3.19(a) and 3.19(b), and such amendments shall be deemed to amend the corresponding representations and warranties of Seller.
Sample 1
Update to Disclosure Schedules. Borrower shall have delivered to Lender updates to all Disclosure Schedules as required hereunder, and Lender shall have approved in its discretion all updates to the Disclosure Schedules.
Sample 1
Update to Disclosure Schedules. From the date hereof until the Closing Date, the Sellers shall disclose to the Buyer in writing (in the form of a supplement to the Disclosure Schedules): (i) Disclosure Schedules which are expressly contemplated to be delivered after the date hereof, or (ii) any newly arising or occurring fact, condition, event or occurrence that will or is reasonably likely to cause any of the representations and warranties contained in Article 4 hereof to be untrue or inaccurate in any material respect at any time from the date hereof until the Closing Date. Such disclosures pursuant to this Section 6.10 shall amend, cure and supplement the appropriate Disclosure Schedules delivered on the date hereof and attached hereto.
Sample 1
Update to Disclosure Schedules 
Sample 1Sample 2

Related to Update to Disclosure Schedules

  • Supplement to Disclosure Schedules From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such 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 of determining whether or not the conditions set forth in Section 6.02 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three (3) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 with respect to such matter.

  • 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.

  • Disclosure Schedules The Radiancy Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the Radiancy Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein.

  • of the Disclosure Schedules (a) to the Company’s Knowledge, the Company owns or possesses sufficient legal rights to all Company Intellectual Property without any conflicts with, or infringement of, the rights of others, and no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party; (b) other than with respect to commercially available software products under standard end-user object code license agreements or standard license agreements for open source software, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Patents, Trademarks, Copyrights, Trade Secrets, licenses, information, proprietary rights and processes of any other Person; (c) no claim has been asserted or, to the Company’s Knowledge, threatened against the Company involving any Intellectual Property; (d) to the Company’s Knowledge, it will not be necessary to use any inventions of any of its employees or consultants made prior to or outside the scope of their employment by the Company; (e) each employee and consultant has (i) assigned to the Company all Intellectual Property rights he or she owns that are related to the business of the Company and (ii) executed an agreement with the Company acknowledging the Company’s exclusive ownership of all Intellectual Property invented, created or developed by such employee or independent contractor within the scope of his or her employment or engagement with the Company; (f) the Company does not utilize any open source software in a manner that requires the Company to disclose, make available, or offer or deliver any portion of the source code of any proprietary Company software or component thereof to any third party.

  • Notification; Updates to Disclosure Schedule (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of:

  • Disclosure Schedule The Company has delivered the Disclosure Schedule and, if applicable, the Disclosure Update to Treasury and the information contained in the Disclosure Schedule, as modified by the information contained in the Disclosure Update, if applicable, is true, complete and correct.

  • 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.

  • Disclosure Schedule References The parties hereto agree that any reference in a particular Section of the Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be readily apparent to an individual who has read that reference and such representations and warranties.

  • Disclosure Letter (a) The disclosures in the Disclosure Letter, and those in any Supplement thereto, must relate only to the representations and warranties in the Section of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement.

  • Company Disclosure Schedule Article 3.............................................10

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!