Updated Disclosure. From the date hereof until the Closing Date, the Company or Sellers’ Representative, as applicable, shall have the right to supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof, 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 (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall 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 and for purposes of determining whether or not the conditions set forth in Sections 6.1 or 6.2 have been satisfied.
Updated Disclosure. No Updated Disclosure shall reflect a Company Effect that has had or is reasonably likely to have a Material Adverse Effect.
Updated Disclosure. From the date hereof until the Closing Date, each of the Companies or each of the Sellers, as applicable, must supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof, 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. Any such update to the Disclosure Schedules with respect to matters arising prior to the date hereof shall not affect Buyer’s or Parent’s right to indemnification under Section 9.2 hereof with respect to any damages incurred as a result of the failure of such disclosure to be made as of the date hereof.
Updated Disclosure. In the event that between the date of execution of this Agreement and the Closing, the Stockholder Representatives first become aware of events, facts or circumstances which would make any of the representations and warranties of this Section 3 untrue, the Stockholder Representatives may provide written notice of that event, fact or circumstance to the Buyer and Parent, clearly labeled as “Updated Disclosure”. Within five (5) days of receipt of an Updated Disclosure, the Buyer and Parent may, in their discretion, either (i) accept the Updated Disclosure, in which case, the event, fact or circumstance so disclosed, shall be deemed to be added to the Company Disclosure Schedule and shall not be deemed a breach of the representations and warranties of this Section 3; or (ii) elect to terminate this Agreement.
Updated Disclosure. Section 5.1(f) of the Credit Agreement is amended to read as follows:
Updated Disclosure. The Vendor shall have the right to submit to the Purchaser, at any time prior to Completion, an updated disclosure letter containing disclosure of any facts, matters of circumstances occurring or coming to the awareness of the Vendor after the Agreement Date and before Completion and such updated disclosure letter shall become the Disclosure Letter for the purposes of this Agreement and making disclosures against the Warranties to be repeated at Completion. If any fact, matter or circumstances included in such updated Disclosure Letter would have otherwise entitled the Purchaser to make a Warranty Claim had it not been disclosed in the updated Disclosure Letter, the Purchaser shall have the right to cancel this Agreement pursuant to clause 15.13 at any time prior to Completion, but if it proceeds with Completion shall not be entitled to make a Warranty Claim in respect of such fact, matter or circumstance so disclosed. Agreement relating to the sale and purchase of the Business and Assets of Esphion Limited
Updated Disclosure. From time to time prior to the Closing, Sellers shall have the right (but not the obligation) to supplement, modify or amend any schedule included or referenced in Section 5.01, or provide one or more additional schedules in Section 5.01, with respect to any matter hereafter arising or of which they become aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement for purposes of (i) the post‑Closing indemnification rights contained in this Agreement; and (ii) delivery of the certificate required pursuant to Section 8.02(a)(iv); provided, however, that the delivery of any such Schedule Supplement shall not affect or otherwise alter the rights of Purchaser set forth in Section 5.02(a) of this Agreement.
Updated Disclosure. From the date hereof until the Closing, the Sellers, the Company Group or Sellers' Representative, as applicable, shall have the right to supplement or amend the Disclosure Schedules with respect to any matter hereafter arising or of which it becomes aware after the date hereof, 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 (each a "Supplement"). Any disclosure in any such Supplement that would have cured or eliminated any inaccuracy in or breach of any representation or warranty contained in this Agreement if set forth in the Disclosure Schedules shall be deemed to have eliminated or cured such inaccuracy in or breach of such representation or warranty contained in this Agreement for all purposes, including for purposes of the indemnification or termination rights contained in this Agreement and for purposes of determining whether or not the conditions set forth in Section 3.2 have been satisfied; provided, however, that if the additions or amendments to the Disclosure Schedules included in the Supplements would, in the aggregate, reasonably be expected to result in liabilities of the Company in excess of the Basket, Buyer shall have the right to terminate this Agreement pursuant to Section 10.1(e).
Updated Disclosure. The delivery by Seller to Purchaser of any corrections or supplements to the Seller Disclosure Schedule prior to Closing shall constitute an amendment to the Seller Disclosure Schedule, subject to Purchaser's agreement to each such correction or supplement. Purchaser acknowledges and agrees that, if the Closing occurs following such amendment to the Seller Disclosure Schedule, unless otherwise agreed upon in writing by Seller and Purchaser, Seller shall have no liability pursuant to Section 7.1 hereof in respect of any such correction or supplement.
Updated Disclosure. From time to time up to the Closing, each Seller shall have the right to supplement, modify or amend any schedule included in Section 5.01, or provide one or more additional schedules in Section 5.01, with respect to any matter first existing or occurring following the Effective Date that (i) if existing or occurring at or prior to the Effective Date would have been required to be set forth or described in one or more schedules in Section 5.01, or (ii) is necessary to correct any information in any representation, warranty or schedule included in Section 5.01 that has been rendered inaccurate thereby. Any such supplement, modification, amendment or additional schedule shall serve only to supplement, modify or amend the representations and warranties of Sellers as deemed to be made as of the Closing Date as necessary to permit each Seller to deliver the certificate required by Section 8.02(b)(i) in connection with Closing, and shall not undermine, enlarge or otherwise modify Purchaser’s rights in Section 5.02(a).
