Updated Disclosures. As to the Subsequent Closings, the Company must have delivered to the Purchasers an updated set of schedules in accordance with Section 5.1.1 and such updated schedules do not reveal any information or the occurrence, since the Initial Closing Date, of any effect, event, condition or circumstance, which individually, or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect and do not include any state of facts that occur as a result of the breach by the Company of any of its obligations under this Agreement or any of the other Transaction Documents.
Updated Disclosures. (a) From the Effective Date until the Closing Date, the Seller Parties shall disclose to Buyer in writing promptly upon discovery thereof: (i) (in the form of updated Schedules) any material variances from the representations and warranties contained in ARTICLE 4 or ARTICLE 5 (as applicable); (ii) if the employment of any key employee, or key group of employees, of Target or the Transferred Partnerships is terminated for any reason, whether by Target or by such key employee, or key group of employees; (iii) of any written notice from any third party relating to a default or event which, with notice or lapse of time or both, would become a default, received subsequent to the Effective Date, under any Material Contract to which Target or any of the Transferred Partnerships is a party or is subject; or (iv) of any written notice from any Person alleging that the consent of such Person is or may be required with respect to a Material Contract in connection with the transactions contemplated in this Agreement; provided that such disclosure shall not limit or otherwise affect the remedies available hereunder to Buyer, or the representations or warranties contained in ARTICLE 4, or the conditions to the obligation of Buyer to consummate the transactions contemplated in this Agreement.
Updated Disclosures. The Company may, from time to time during the twenty (20) days after the date of this Agreement, by notice in accordance with this Agreement, (a) supplement or amend any Section of the Disclosure Schedule to correct any representation and warranty herein contained that was not true when made, or (b) otherwise correct any such representation and warranty (any such supplementation or amendment or correction being referred to as an “Updated Disclosure”). The Company shall promptly provide to Buyer any information or documentation reasonably requested by Buyer in order to evaluate the Updated Disclosure; provided that if any Updated Disclosure or any such information or documentation is delivered to Buyer within ten (10) Business Days of the scheduled Closing Date or the Termination Date, at Buyer’s option the Closing Date and the Termination Date may be extended for a period up to ten (10) Business Days after the date of such delivery to afford Buyer an opportunity to review such information. After receiving the Updated Disclosure, to the extent that the conditions set forth in Section 7.1(a) would not be satisfied without giving effect to such Updated Disclosure (together with all prior Updated Disclosures since the date of this Agreement), Buyer will have up to the Closing Date and the Termination Date (or the extended Closing Date and Termination Date, as the case may be) to terminate this Agreement by providing written notice to the Company. If the Closing occurs, any such Updated Disclosure shall be effective to cure and correct for all purposes any incorrectness or breach of any representation or warranty (whether or not material) which would have existed by reason of the Company’s not having made such Updated Disclosure. Subject to the immediately preceding sentence, the Disclosure Schedule, as so updated from time to time, shall constitute the definitive Disclosure Schedule for purposes of this Agreement.
Updated Disclosures. Receipt by Purchaser of each of the updated schedules and electronic lists and files required to be delivered to Purchaser pursuant to the terms of this Agreement, which updated schedules and electronic lists and files shall reflect information consistent with that previously presented to Purchaser and which does not result in a Material Adverse Effect with respect to the Assets considered as a whole.
Updated Disclosures. From the date hereof until the Closing Date, Parent shall disclose to the Company in writing promptly upon discovery thereof: (i) (in the form of updated Schedules) any material variances from the representations and warranties contained in ARTICLE 5 (the “Parent Updated Disclosures”); (ii) if the employment of any key employee, or group of employees, of Parent or its Subsidiaries is terminated for any reason, whether by Parent or by such key employee, or group of employees; (iii) of any written notice or other communication from any third party relating to a default or event which, with notice or lapse of time or both, would become a default, received subsequent to the date of this Agreement, under any Parent Material Contract to which Parent or any Subsidiary is a party or is subject; or (iv) of any written notice or other communication from any Person alleging that the consent of such Person is or may be required with respect to a Parent Material Contract in connection with the transactions contemplated by this Agreement; provided, that, such disclosure shall not limit or otherwise affect the remedies available hereunder to Seller or the Company, or the representations or warranties contained in ARTICLE 5, or the conditions to the obligation of Seller or the Company to consummate the transactions contemplated by this Agreement, except with respect to any Parent Updated Disclosures that disclose underlying events that occurred or circumstances that arose exclusively between the day after the date of this Agreement and the Closing which are delivered to the Company in no event later than three (3) Business Days prior to the Closing (a “Parent Qualifying Updated Disclosure”), which Parent Qualifying Updated Disclosure will be treated as included in Parent’s disclosure schedules solely for the purpose of determining whether an indemnification obligation exists under ARTICLE 9, but such Parent Qualifying Updated Disclosure will not be treated as though it had been included in Parent’s disclosure schedules for the determination of whether the conditions set forth in ARTICLE 2 have been satisfied; provided, however, if Seller and the Company decide to consummate the Merger after receiving a Parent Qualifying Updated Disclosure, the conditions set forth in ARTICLE 2 shall be deemed to have been satisfied.
Updated Disclosures. 7.7.1 The Company and each of the Sanmina Parties shall have the right, prior to the Closing Date, to supplement or amend the Disclosure Letter with respect to events or conditions arising after the Execution Date but prior to the Closing Date (“Updated Disclosures”).
Updated Disclosures. As to any Subsequent Closing, the Company must have delivered to the Purchasers an updated set of schedules in accordance with Section 3 and such updated schedules do not reveal any information or the occurrence, since the Initial Closing Date, of any effect, event, condition or circumstance, which individually, or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect and do not include any state of facts that occur as a result of the breach by the Company of any of its obligations under this Agreement or any of the other Transaction Documents.
Updated Disclosures. (a) During the Interim Period, the Company shall disclose to Parent in writing promptly upon discovery thereof (the “Updated Disclosures”) (a) (in the form of updated Schedules) of any material variances from the representations and warranties contained in Article III, or (b) of any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement. At any time during the Interim Period, the Company may deliver Updated Disclosures, provided, if such Updated Disclosures (i) are delivered to Parent at least three (3) Business Days prior to the Closing, (ii) were not required to be disclosed to make the representations and warranties in Article III true and correct in all material respects as of the date of this Agreement, and (iii) disclose underlying events that occurred and circumstances that arose exclusively between the date of this Agreement and the Closing (any disclosure meeting the requirements of clauses (i), (ii) and (iii), a “Qualifying Updated Disclosure”), then such Qualifying Updated Disclosure(s) shall amend and supplement the representations and warranties in Article III as of the Closing Date for purposes of indemnification under Article X hereunder but not for purposes of determining whether the conditions set forth in Section 7.2(a) have been satisfied.
