Updates to Disclosure Schedule. The Parties shall supplement their respective Disclosure Schedules prior to the Closing by delivery to the other Parties, at least five (5) days prior to the Closing Date of any such supplement (a “Disclosure Supplement”). Each Disclosure Supplement shall be in writing and shall be delivered in accordance with this Agreement. Unless the existence of any matter set forth in any such Disclosure Supplement which was not disclosed at the time of the signing of this Agreement (a “New Matter”) would have a Material Adverse Effect, the Disclosure Schedule referred to herein shall be deemed amended and supplemented as of the Closing Date by all information including, without limitation, any New Matter set forth in any Disclosure Supplement and the warranties and representations of the Parties herein shall be deemed amended) and supplemented by all such information set forth in each Disclosure Supplement. In such event all references to Disclosure Schedule shall include all Disclosure Supplements. To the extent that the existence of any New Matter would have a Material Adverse Effect, the Parties, as applicable, shall have the right hereunder (a) to terminate this Agreement by written notice pursuant to Sections 10.1(f) or 10.1(g), as applicable, within five (5) days after receipt of the Disclosure Supplement which includes the New Matter, but prior to the Closing or (b) to consummate the transactions contemplated hereby.
Updates to Disclosure Schedule. Each of EVI and MTI shall promptly, but in no event later than five (5) Business Days prior to the Closing, supplement or amend the EVI Disclosure Schedule and MTI Disclosure Schedule, respectively, (each such supplement or amendment, a “Disclosure Schedule Update”) with respect to any matter arising after the date hereof and prior to the Closing that would otherwise constitute a breach of any representation, warranty, covenant or agreement contained herein if the EVI Disclosure Schedule and MTI Disclosure Schedule, as applicable, were dated as of the date of the occurrence, existence or discovery of such matter; provided, however, no Disclosure Schedule Update shall be deemed to supplement or amend the EVI Disclosure Schedule or the MTI Disclosure Schedule and shall not affect the fulfillment of any closing condition or be deemed a waiver by the other Party of any of its rights, including its right to terminate this agreement pursuant to Section 9.1 of this Agreement. Notwithstanding anything to the contrary in this Agreement, if MTI or EVI has the right to, but does not elect to, terminate this Agreement within ten (10) days after its receipt of a Disclosure Schedule Update from the disclosing Party, then the Party receiving such Disclosure Schedule Update from the disclosing Party shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter.
Updates to Disclosure Schedule. From time to time prior to the Closing Date, Target shall deliver to Merger Sub one or more written supplements to the Disclosure Schedule disclosing any matter arising after the date hereof which, if not disclosed, would cause the applicable representation or warranty in Section 3 to no longer be true and correct in all material respects (each a “Schedule Supplement”). Unless consented to in writing by Merger Sub, or otherwise as a result of any action expressly permitted by this Agreement, the disclosure of such matter in any such Schedule Supplement shall not 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, or of determining whether or not the conditions set forth in Section 6 have been satisfied. If the matters set forth on any Schedule Supplement would, if not consented to in writing by Merger Sub, result in a material breach of any representation or warranty of Target under Section 3, Merger Sub may terminate this Agreement by written notice to Target. If Parent or Merger Sub has the right to, but does not elect to, terminate this Agreement pursuant to this Section 5(l) within three (3) Business Days of its receipt of such Schedule Supplement or if Parent and Merger Sub proceed with the Closing, then Parent and Merger Sub shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 12 with respect to such matter. If either Parent or Merger Sub elects to terminate this Agreement pursuant to this Section 5(l), the disclosure in the Schedule Supplement which resulted in the election to terminate shall not be deemed to have cured any inaccuracy in or breach of any representation contained in Section 3 for purposes of determining Parent and Merger Sub’s rights under Section 11(a) of this Agreement.
Updates to Disclosure Schedule. The Company shall have the right to deliver to the Purchasers at each of the Initial Tranche Closing, the Second Tranche Closing and the Third Tranche Closing an amended and restated Disclosure Schedule consisting of the Disclosure Schedule as modified, revised and updated to make such disclosures concerning matters or events occurring or arising since the date hereof or the prior Closing, as the case may be, as are required in order for the representations and warranties of the Company under Section 3 hereof to be true and correct as of each of the Initial Tranche Closing, the Second Tranche Closing or the Third Tranche Closing, as applicable, provided, however, that no such Updated Disclosure Schedule (as defined below) shall cure any breach, inaccuracy, default or non-compliance existing as of the date hereof or any previous Closing, as the case may be. For purposes of this Agreement, the term “Updated Disclosure Schedule” shall mean the last amended and restated Disclosure Schedule delivered pursuant to this Section 1.3.
Updates to Disclosure Schedule. Five (5) Business Days prior to each of the Termination Date (prior to any Termination Date Extension Period) and the Closing Date, each of the Company and Parent shall promptly deliver to Parent or the Company, as applicable, an update to the Company Disclosure Schedule or Parent Disclosure Schedule, as applicable; provided, however, that any Losses attributable to any event, condition, fact or circumstance under the representation and warranty to which such section of the Company Disclosure Schedule or Parent Disclosure Schedule relates shall not result in any claim under this Section 9.3 for purposes of Section 12.2(b) and Section 12.3(b). No such update shall be deemed to supplement or amend the Company Disclosure Schedule or Parent Disclosure Schedule, as applicable, for the purpose of determining (i) the accuracy of any representation or warranty made by the any of the parties as of the date hereof, (ii) whether any of the conditions set forth in Section 10.2(a) or Section 10.3(a) has been satisfied, or (iii) whether any of the parties have breached its representations and warranties under this Agreement.
Updates to Disclosure Schedule. Prior to Closing, Seller shall deliver to Buyer supplements to the Disclosure Schedule and Exhibits, if appropriate, to reflect changes required to be disclosed as of the Closing Date. Disclosures contained in any supplements amending the Disclosure Schedule regarding matters occurring after the date hereof in accordance with the provisions of this Article VI shall not be considered to be a breach of any representation or warranty contained herein. Any such supplement to the Disclosure Schedule regarding matters occurring after the date hereof in accordance with the provisions of this Article VI shall be considered an amendment to the Disclosure Schedule for all purposes of this Agreement, provided, however, that such supplemental disclosure shall not be taken into account with respect to determining the satisfaction of the conditions to Buyer’s obligation to close under Section 8.1(a), nor shall any such supplement to the Disclosure Schedule be deemed to cure or correct any breach of any of Seller’s representations or warranties that existed as of the date of this Agreement.
Updates to Disclosure Schedule. (a) From time to time up to the Closing Date, the Company shall supplement, amend or add to the Disclosure Schedule.
Updates to Disclosure Schedule. Together with each Compliance Certificate delivered under Section 9.8 hereof, deliver to Agent any information required to maintain the representations and warranties set forth in Sections 4.4, 4.8(j), 5.2(b), 5.4, 5.6, 5.7, 5.8(e), 5.9, 5.14, 5.21 or 5.24 as true and correct in all material respects as of the date of such Compliance Certificate, and if the Loan Parties comply with this Section 9.17, such representations and warranties will be deemed true and correct in all material respects at all times prior to the delivery of such Compliance Certificate. The information provided with the Compliance Certificates in accordance with this Section 9.17 shall automatically and immediately be deemed to update the Disclosure Schedule.
Updates to Disclosure Schedule. From time to time prior to the Closing, Seller shall supplement or amend with reasonable frequency the information contained in the Disclosure Schedules with respect to any matter arising or occurring after the Execution Date, which, if existing or occurring before the Execution Date of this Agreement, would have been required to be set forth in any Disclosure Schedule (each, an “Intervening Event”). Any such supplement or amendment delivered pursuant to this Section shall in no event be the basis for a claim that any representation or warranty is inaccurate or has been breached for purposes of Section 9.2, but such supplement or amendment may provide a basis for Buyer to terminate this Agreement pursuant to Section 10.1.8 to the extent provided therein. In addition, the Seller shall be permitted to update any Disclosure Schedule after the Execution Date for any matter; provided, any such update shall be subject to Buyer's rights pursuant to Section 10.1.8 and shall not relieve Seller from any liability for breach of this Agreement, subject to the provisions of Section 9.5.8 regarding prohibition of claims for breach with respect to any update after the Closing.
Updates to Disclosure Schedule. The Company may modify, change, update or supplement the Disclosure Schedule by written delivery to Acquiror prior to the Closing Date for circumstances arising or events occurring after the date hereof that are not in contravention of Section 5.01 (a “Disclosure Schedule Update”). If a Disclosure Schedule Update constitutes a Material Adverse Effect and Acquiror and Company thereafter nevertheless consummate the Closing in accordance herewith, the related Disclosure Schedule Update shall be deemed accepted by Acquiror and shall modify the Disclosure Schedule for all purposes hereof.
