Update to Schedules. Seller hereby agrees that it has the continuing obligation to supplement, modify or amend, during the period of time between the date of this Agreement and the Closing Date, the information required to be set forth on the respective Schedules to its representations and warranties contained in Section 4.1 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 have been set forth on such Schedules (such information being called the "Updating Information"), all subject to the provisions of this Section 8.14. As a condition to so supplement, modify or amend any Schedule with Updating Information, the Seller shall promptly upon becoming aware thereof disclose in writing to Buyer such Updating Information and the Schedule to which the Updating Information applies and (a) any Updating Information that does not signify or disclose a Material Adverse Effect shall be deemed to amend and supplement the Schedule identified in Seller's notice of the Updating Information, and (b) if the Updating Information signifies or discloses a Material Adverse Effect, the Updating Information shall be deemed to amend and supplement the Schedule disclosed in Seller's notice only if Buyer consents in writing to such amendment and supplementation (which consent may be withheld in Buyer's sole discretion) and if Buyer does not consent to such amendment and supplementation, such Schedule shall not be deemed to be supplemented and amended; provided that if a Schedule is updated pursuant to either subsection (a) or (b) of this sentence, such Schedule shall be deemed to have been supplemented and amended only for purposes of Section 6.1 (Buyer's Condition to Close) and specifically shall not be deemed to have been updated for purposes of Article VII (indemnity) (in other words, the Updating Information shall not be considered a part of the Schedule for purposes of Article VII and Seller shall be obligated to indemnify Buyer in accordance with Article VII to the extent the Updating Information causes a breach of Seller's representations and warranties contained in Section 4.1 without such Updating Information being scheduled).
Update to Schedules. The parties acknowledge that the disclosure schedules of Seller attached to this Agreement have been prepared as of the date of this Agreement. Within five (5) days after the Closing Date, Seller shall provide Buyer with an updated version of Schedules 5.6 and 5.8 as of the Closing Date in order that the representations contained in Sections 5.6 and 5.8 shall be true and correct as of the Closing Date. 7.16
Update to Schedules. At any time prior to the second Business Day prior to the Closing Date, Seller may update the Schedules to this Agreement, in a manner consistent with the level of specificity contained in such Schedules, to disclose to Buyer in writing any information which arises after the date hereof and which would have been required to be included in the applicable Schedule(s) if such information had existed on the date hereof; provided that, in the event the updates delivered hereunder, individually or in the aggregate, Materially affect the value of the Purchased Assets, the Parties agree to negotiate in good faith and in an expeditious manner to make an appropriate adjustment to the Purchase Price based upon the decrease in the value of the Purchased Assets. The matters disclosed hereunder shall be deemed to update and amend the applicable Schedule(s); provided, however, such amendment shall not be considered when determining whether the condition to closing set forth in Section 7.2(c) has been satisfied, but such amendment shall be deemed to replace the applicable Schedule(s) as delivered on the Execution Date for all other purposes.
Update to Schedules. From time to time on or before the Closing Date, the Representative may, by delivering written notice to Buyer (an “Update Notice”), update the Schedules solely with respect to any representation and warranty by the Sellers and/or the Seller Parties hereunder to reflect any change, fact, circumstance, occurrence or event that (x) would cause the failure of the closing condition set forth in Section 7.2(a) or (y) would require an update to a “listing” representation or warranty (i.e., a representation or warranty that expressly requires disclosure of documents or facts), and would not constitute an exception to a representation or warranty, to the extent occurring or arising in the Ordinary Course of Business (a) occurring or arising during the period after the date hereof and on or before the Closing Date; or (b) in the case of any representations or warranties made to the Knowledge of any Seller or Seller Party, of which such Seller or Seller Party first acquires Knowledge during such period. On the date that is three (3) days prior to the Closing Date, the Companies shall deliver to the Buyer a true, complete and final copy of the Schedules, including all information contained in the Update Notices, if any. Nothing in this Section 6.13 shall impact Buyer’s right to make any claim pursuant to Article IX as a result of any inaccuracy or breach of any representation or warranty made on the date hereof as qualified by the Schedules hereto as supplemented or amended.
Update to Schedules. Pursuant to Section 6.01(s) of the Credit Agreement, the Borrowers hereby submits an update to (i) Schedule 4.01 of the Credit Agreement, attached hereto as Amended Schedule 4.01, (ii) Schedule 4.07 of the Credit Agreement, attached hereto as Amended Schedule 4.07 and (iii) Schedule 4.08 of the Credit Agreement, attached hereto as Amended Schedule 4.08. The Lender hereby accepts the updates reflected on these amended schedules and waives any Event of Default or Potential Default under the Credit Agreement arising from such updates. 3 6.
Update to Schedules. At least five (5) Business Days prior to the Closing, Sellers shall provide Acquirer with updates to Sections 1.1(a), 1.1(b), and 1.4(a) of the Disclosure Schedule.
Update to Schedules. At the Closing, Seller shall deliver to Buyer updated Schedules to this Agreement, in such form and substance as Buyer and Seller mutually agree in good faith, that reflect any changes to the Purchased Assets, the Assumed Liabilities and/or the Purchase Price allocation that occur between the date of this Agreement and Closing.
Update to Schedules. Schedules 4.15(c) [Location of Executive Offices], 5.2(a) [States of Qualification and Good Standing], 5.2(b) [Subsidiaries], and 5.4 [Federal Tax Identification Number] are hereby amended and restated as set forth on the corresponding schedules attached to this Amendment.
Update to Schedules. 49 4 INDEX TO EXHIBITS Exhibit Description A Form of Bill xx Sale, Assignment and Assumption Agreement B Form of Non-Compete Agreement C Form of Proxy with respect to GHS D Form of Proxy with respect to Global and Management
Update to Schedules. The Shareholders shall promptly (a) supplement, amend and update any and all of the Schedules referred to in Article IV of this Agreement to reflect each and every change to each Schedule and every action, matter or event occurring or arising after the date of this Agreement and prior to the Closing Date which would make any of Shareholders’ representations and warranties and/or any such Schedule incomplete or inaccurate or which, if in existence or having occurred as of or prior to the date of this Agreement, would have been required to be set forth or described in any such Schedule (collectively, the “Updated Schedules and Materials”), and (b) disclose in writing to Purchaser each and every document, action, matter, event or other information which, if existing or known to the Shareholders or Management as of the date hereof, would have made any of the representations or warranties of the Shareholders contained herein inaccurate, untrue or misleading. No Updated Schedule or Material and no disclosure pursuant to this Section will be deemed to amend, modify or limit, or to provide any exceptions with respect to, any representation or warranty or any original Schedule. The Shareholders acknowledge that any delivery by them of Updated Schedules and Materials shall be subject to, and shall not affect, Purchaser’s rights under Section 7.1 hereof in the event that any Updated Schedules and Materials reveal any representation or warranty given as of the date hereof was or is no longer true.
