Updated Disclosure Schedule. At least three (3) Business Days prior to the Closing Date, NRx shall deliver to Relief an updated schedule setting forth any matter arising or occurring after the Execution Date that NRx determines (a) would have been required to be set forth or described in the Disclosure Schedule if such matter existed or occurred at or prior to the Execution Date, or (b) is necessary to correct any information in the Disclosure Schedule (the “Updated Disclosure Schedule”). The Updated Disclosure Schedule shall include all disclosure necessary to make the representations and warranties of NRx set forth in this Agreement true and correct in all material respects as though made as of the date of the Updated Disclosure Schedule (except that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such specified date); provided, that such disclosure shall consist solely of information regarding circumstances, facts, events or conditions that have arisen, occurred or come into existence after the Execution Date. Notwithstanding anything to the contrary herein, the Updated Disclosure Schedule (i) may only reflect changes necessary to disclose events or occurrences that occur after the Execution Date and (ii) shall not change the nature or scope of the applicable representations and warranties by effectively amending or modifying the language contained in such representations and warranties as opposed to merely listing exceptions thereto. The Updated Disclosure Schedule shall be in substantially the form of the Disclosure Schedule. Any amendment or supplement included in the Updated Disclosure Schedule shall not cure any breach or inaccuracy of any representation or warranty made as of the Execution Date; rather, such disclosures shall solely be deemed to modify and qualify any applicable representations and warranties as of the date of the Updated Disclosure Schedule; provided that, with respect to any information disclosed in the Updated Disclosure Schedule, if Relief shall consummate the Transactions at the Closing in accordance with this Agreement, Relief shall have irrevocably waived any right to assert after Closing that the failure of NRx to disclose any such information disclosed in the Updated Disclosure Schedule in the Disclosure Schedule constituted a breach by NRx of any representation or warranty and to make any indemnification claim pursuant to this Agreement in respect of such breach.
Updated Disclosure Schedule. Seller Parent shall prepare and deliver to Buyer at least five (5) Business Days prior to the Closing an update of the Disclosure Schedule for the sole purpose of disclosing events or other matters which have occurred after the date of this Agreement other than as a result of the breach of this Agreement by Seller Parent, any of the Sellers, Recap Subco or Recap Co or occurred prior to the date of this Agreement but did not require disclosure as of the date of this Agreement (an "Update"). In the event of the delivery to Buyer of an Update which sets forth the occurrence or existence of an event or other matter which would cause the condition set forth in Section 6.2.1 hereof not to be satisfied (determined without regard to the Update), Buyer shall have no obligation to complete the Closing of the transactions contemplated by this Agreement and may terminate this Agreement pursuant to and in accordance with the procedure set forth in Section 7.1.1(d) (without regard to the twenty (20) day cure period); provided that in the event that Buyer does not so terminate this Agreement and the Closing occurs, the Disclosure Schedule shall be deemed to be amended as of the date of this Agreement to include the events or other matters set forth in the Update for all purposes of this Agreement, including Article 8.
Updated Disclosure Schedule. The Original Debentureholder has received the updated Disclosure Schedule in a form and manner satisfactory to it.
Updated Disclosure Schedule. Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedule pursuant to Section 1.6(c)(iii) and Section 1.6(d)(ii), as applicable, in connection with the First Milestone Closing or Third Milestone Closing, as applicable, with respect to any matter hereafter arising or of which it becomes aware of after the Effective Date (and for which it had no reason to be aware of prior to the Effective Date), which, if existing, occurring or known on the Effective Date, would have been required to be set forth or described in the Disclosure Schedule (the “Updated Disclosure Schedule”) so long as Seller delivers such Updated Disclosure Schedule to Purchaser at least [***] ([***]) Business Days prior to the Milestone Closing Date. Any disclosure in such Updated Disclosure Schedule shall not be deemed to have cured any Breach of this Agreement; provided, however, that Seller shall not be deemed to be in Breach of this Agreement if any executive officer of Purchaser or Clarus having primary responsibility for oversight of the Transaction Documents had actual knowledge of such Breach prior to the Milestone Closing and determined to proceed with the Milestone Closing.
Updated Disclosure Schedule. 36 Associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
Updated Disclosure Schedule. No later than three (3) Business Days prior to the Closing Date, the Sellers will provide Purchaser with a draft of the Updated Disclosure Schedule, which draft Updated Disclosure Schedule shall be subject to review, finalization and agreement (not to be unreasonably withheld) by Purchaser prior to the Closing. It is agreed by the parties that the Updated Disclosure Schedule shall only contain reference to matters arising in respect of the period after the date of this Agreement.
Updated Disclosure Schedule. The Company shall have delivered an updated Disclosure Schedule dated as of the date of the Closing to the Investors in a form satisfactory to the Investors.
Updated Disclosure Schedule. On a date 15 business days prior to the Effective Date and on the Effective Date, Acquirer and Seller shall modify their respective Disclosure Schedules to this Agreement for the purpose of making the representations and warranties to which any such Disclosure Schedule relates true and correct in all material respects as of such date, whether to correct any misstatement or omission in any Schedule or to reflect any additional information obtained by Acquirer or Seller subsequent to the date any Disclosure Schedule was previously delivered. Notwithstanding the foregoing, the updated Disclosure Schedule shall not have the effect of making any representation or warranty contained in this 42 Agreement true and correct in all material respects for purposes of Sections 7.02(a) and 7.03(a) hereof.
Updated Disclosure Schedule. The Shareholders shall have the right to update the Disclosure Schedules only with respect to any matter arising after the date of this Agreement but prior to the Closing that would result in the condition set forth in Section 7.2(b) not being satisfied, provided that the Shareholders Representative acknowledges concurrently with the delivery of such schedules that the matter would result in such condition not being satisfied (the “Updated Disclosure Schedules”). If Buyer receives Updated Disclosure Schedules from the Shareholders Representative, Buyer shall have the right to (a) terminate this Agreement pursuant to Section 10.1(f) or (b) proceed with the Closing, provided that upon the Closing, Buyer shall be deemed to have waived all claims, including all indemnity claims pursuant to ARTICLE IX, for all matters set forth in the Updated Disclosure Schedules. For all other purposes under this Agreement, the Updated Disclosure Schedules shall be deemed to supersede and amend the original Disclosure Schedules dated as of the date of this Agreement. For the avoidance of doubt, no Updated Disclosure Schedule shall contain any matter that existed as of the date of this Agreement, whether or not known to the Shareholders or the Company.
Updated Disclosure Schedule. The Disclosure Schedule shall be updated and made current as of the day prior to the Effective Time of the Merger and a draft of the updated Disclosure Schedule shall have been delivered to Placer no later than 72 hours prior to the Effective Time; such update of the Disclosure Schedule shall not in any way affect the representations and warranties set forth in Section 5.02. In its sole and absolute discretion, Placer shall be satisfied with any matter reflected, listed or disclosed in the updated Disclosure Schedule that was not reflected, listed or disclosed on the original Disclosure Schedule.
