Updated Disclosure Letter Sample Clauses

Updated Disclosure Letter. (a) The Sellers shall on the Closing Date, deliver to the Purchaser Representatives, an updated disclosure letter, which shall be in a form as agreed between the Sellers and the Purchaser Representatives, setting forth any additional disclosures made against the Sale Share Warranties (save and except in relation to the Warranty in paragraph 3(f), Part B of Schedule 2) to which they relate and updated solely for the events occurring between the Original Agreement Date and the date of such updated disclosure letter (both dates included); provided that such supplemental disclosures shall be in accordance with Clause 5.4(b) below. The Sellers shall promptly provide all clarifications requested by the Purchaser Representatives in relation to the updated disclosure letter. (b) The Sellers shall notify the Purchaser Representatives of such proposed updated disclosure by way of a written notice (CMD Fundamental Disclosure Notice). Within 7 (seven) Business Days of the receipt of the CMD Fundamental Disclosure Notice (Acceptance Period), the Purchaser Representatives shall intimate to the relevant Seller whether such proposed updated disclosure is acceptable to them. If the Purchaser Representatives do not respond to the CMD Fundamental Disclosure Notice within the Acceptance Period, it shall be deemed that the disclosure is not acceptable to the Purchaser Representatives. If the Purchaser Representatives (i) accept the disclosure (which acceptance may be conditional, at the sole discretion of the Purchaser Representative), such disclosure shall be included in the updated CMD Disclosure Letter (to the extent acceptable to the Purchaser Representatives); or (ii) do not accept the disclosure in its entirety, then the (A) Purchaser Representatives and the (B) relevant Seller shall mutually engage in discussions on how to deal with the proposed disclosure.
Sample 1
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Updated Disclosure Letter. The Company has provided to Parent and Merger Sub an updated Disclosure Letter as of the Amendment Effective Date (the “Updated Disclosure Letter”), which Updated Disclosure Letter shall replace and supersede for all purposes the Disclosure Letter delivered as of the execution of the Original Merger Agreement, and shall be deemed for all purposes to be the Disclosure Letter referred to in the Original Merger Agreement, as amended by this Amendment. All references in the Original Merger Agreement to the “Disclosure Letter” shall be deemed to refer to the Updated Disclosure Letter.
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Updated Disclosure Letter. The Updated Disclosure Letter shall be in a form acceptable to the Sellers, provided the Acquirer shall have delivered a draft of the initialled Updated Disclosure Letter to the Sellers at least 10 (ten) Business Days prior to the intended Closing Date. The Sellers shall be entitled to review the draft of the Updated Disclosure Letter and provide its comments, if any, to the Acquirer at least 3 (three) Business Days prior to the intended Closing Date. The Updated Disclosure Letter delivered by the Acquirer to the Sellers on the Closing Date shall set out the same facts as disclosed by the Acquirer in the draft of the initialled Updated Disclosure Letter and any mutually agreed revisions to the draft of the Updated Disclosure Letter (other than additionally setting out facts, matters and/or circumstances that first arise or occur after the date on which the draft of the Updated Disclosure Letter is delivered by the Acquirer under this Clause 7.2.5. It is clarified that any Disclosure in the Updated Disclosure Letter (or draft thereof) shall only Disclose facts, matters and/or circumstances that first arise or occur after the Execution Date and are not vague or speculative in nature. In respect of each Disclosure made under the Updated Disclosure Letter which is not a Disclosure under the Disclosure Letter, it is agreed that the Issuer shall indemnify, defend and hold harmless the Subscriber Indemnified Parties from any and all Losses incurred or suffered by the Subscriber Indemnified Parties, arising out of or from such Disclosures in accordance with Clause 8 (Indemnities), notwithstanding that such fact or matter is Disclosed (“Issuer Deemed Specific Indemnity Matters”).
Sample 1
Updated Disclosure Letter. Seller shall have the right, from time to time prior to the Closing, to supplement or amend any schedule delivered under this Agreement or the Disclosure Letter 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 such schedule or Disclosure Letter. Any such supplemental or amended disclosure shall not be deemed to have cured any breach of any representation or warranty made in this Agreement as of the date hereof for purposes of Article X, but will be deemed to have cured any such breach of representation or warranty made in this Agreement for purposes of determining whether or not the conditions set forth in Articles V, VI and VII of this Agreement have been satisfied. Such updated or supplemented Disclosure Letter is not final until accepted by Buyer and the parties hereto agreement that there is no obligation of Buyer to accept such updated Disclosure Letter.
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Updated Disclosure Letter. The TW Entities shall provide the Acquiror with an updated TW Disclosure Letter within two days prior to the Effective Date.
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Updated Disclosure Letter. If the Updated Disclosure Letter differs materially from the final Disclosure Letter that AACI proposes to attach to the Share Purchase Agreement at the time that the Share Purchase Agreement is executed and delivered, PTSX shall have the right to rescind the exercise of the Option and neither party shall have any liability to the other, whether in tort or in contract or otherwise, in respect of the Option and this 2003 Agreement, and this 2003 Agreement shall be deemed to have been terminated.
Sample 1
Updated Disclosure Letter. The Company may deliver to Parent, and Parent may deliver to Company, on or before the date that is three days preceding the Closing Date a revised disclosure letter (the "Updated Disclosure Letter") with respect to the disclosures by the Company contained in Article III and disclosures by Parent contained in Article IV, and such Updated Disclosure Letter together with any disclosure letter with respect to the disclosures by the Company contained in Article III delivered to Parent, and the disclosures by Parent contained in Article IV of this Agreement, on the date of this Agreement shall collectively constitute the Company Disclosure Letter and the Parent Disclosure Letter, respectively.
Sample 1
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Related to Updated Disclosure Letter

  • 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. (b) In the event of any inconsistency between the statements in the body of this Agreement and those in the Disclosure Letter (other than an exception expressly set forth as such in the Disclosure Letter with respect to a specifically identified representation or warranty), the statements in the body of this Agreement will control.

  • Disclosure Letters (a) Prior to the execution and delivery of this Agreement, each party has delivered to the other party a letter (its “Disclosure Letter”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of such party’s representations or warranties contained in Section 3.3 or to one or more of its covenants or agreements contained in Articles 4 or 5; provided, that (i) no such item is required to be set forth in a party’s Disclosure Letter as an exception to any representation or warranty of such party if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 3.2, and (ii) the mere inclusion of an item in a party’s Disclosure Letter as an exception to a representation or warranty shall not be deemed an admission by that party that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect (as defined herein) with respect to such party. (b) Any disclosures made with respect to a subsection of Section 3.3 shall be deemed to qualify (i) any subsections of Section 3.3 specifically referenced or cross-referenced and (ii) other subsections of Section 3.3 to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure (A) applies to such other subsections and (B) contains sufficient detail to enable a reasonable person to recognize the relevance of such disclosure to such other subsections.

  • Disclosure Schedule (i) During the Investment Period, the Company shall from time to time update the Disclosure Schedule as may be required to satisfy the condition set forth in Section 6.3(i). For purposes of this Section 5.14, any disclosure made in a schedule to the Compliance Certificate substantially in the form attached hereto as Exhibit D shall be deemed to be an update of the Disclosure Schedule. Notwithstanding anything in this Agreement to the contrary, no update to the Disclosure Schedule pursuant to this Section 5.14 shall cure any breach of a representation or warranty of the Company contained in this Agreement and shall not affect any of the Investor’s rights or remedies with respect thereto. (ii) Notwithstanding anything to the contrary contained in the Disclosure Schedules or in this Agreement, the information and disclosure contained in any Schedule of the Disclosure Schedules shall be deemed to be disclosed and incorporated by reference in any other Schedule of the Disclosure Schedules as though fully set forth in such Schedule for which applicability of such information and disclosure is readily apparent on its face. The fact that any item of information is disclosed in the Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement. Except as expressly set forth in this Agreement, such information and the thresholds (whether based on quantity, qualitative characterization, dollar amounts or otherwise) set forth herein shall not be used as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement.

  • 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.

  • Company Disclosure Letter The Company Disclosure Letter has been arranged, for purposes of convenience only, as separate parts corresponding to the subsections of Article II of this Agreement. The representations and warranties contained in Article II of this Agreement are subject to (a) the exceptions and disclosures set forth in the part of the Company Disclosure Letter corresponding to the particular subsection of Article II in which such representation and warranty appears; (b) any exceptions or disclosures explicitly cross-referenced in such part of the Company Disclosure Letter by reference to another part of the Company Disclosure Letter; and (c) any exception or disclosure set forth in any other part of the Company Disclosure Letter to the extent it is reasonably apparent that such exception or disclosure is intended to qualify such representation and warranty. No reference to or disclosure of any item or other matter in the Company Disclosure Letter shall be construed as an admission or indication that such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Letter. The information set forth in the Company Disclosure Letter is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including of any violation of Law or breach of any agreement. The Company Disclosure Letter and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of the Company contained in this Agreement. Nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty contained in this Agreement or create any covenant. Matters reflected in the Company Disclosure Letter are not necessarily limited to matters required by the Agreement to be reflected in the Company Disclosure Letter. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature.

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

  • Disclosure Schedules The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement. Any item or matter disclosed in any section or subsection of the Disclosure Schedules shall be deemed disclosed with respect to any other section or subsection of the Disclosure Schedules to the extent that the relevance of such item or matter to such other section or subsection is reasonably apparent on the face of such disclosure. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall be deemed to broaden in any way the scope of the Parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contract.

  • Disclosure Schedule References The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, and (b) 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 other representations and warranties would be readily apparent to a reasonable person who has read that reference and such representations and warranties, without any independent knowledge on the part of the reader regarding the matter(s) so disclosed.

  • 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.

  • Accurate and Complete Disclosure The information, reports, Financial Statements, exhibits and schedules furnished in writing by or on behalf of each Seller Party to Buyer in connection with the negotiation, preparation or delivery of this Agreement or performance hereof and the other Program Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of each Seller Party to Buyer in connection with this Agreement and the other Program Documents and the transactions contemplated hereby and thereby including without limitation, the information set forth in the related Mortgage Loan Schedule, will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact known to Seller, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Program Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Buyer for use in connection with the transactions contemplated hereby or thereby.

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