Updating Disclosure Schedules Sample Clauses
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Updating Disclosure Schedules. During the Interim Period, Seller shall promptly (but no later than thirty (30) days after obtaining Knowledge thereof) notify Buyer of any changes or additions to the Seller Disclosure Schedules required by this Agreement with respect to any matter hereafter arising of which it becomes aware after the date hereof which, if existing or occurring on the Date of this Agreement, would have been required to be set forth or described in such Seller Disclosure Schedules (each, a “Schedule Supplement”). If the matters disclosed in such Schedule Supplement (or the matters disclosed in such Schedule Supplement together with the matters disclosed in prior Schedule Supplements) have had or are reasonably likely to have a Material Adverse Effect, Buyer has the right to terminate this Agreement under the terms and conditions of Section 9.1(e) (including, without limitation, the notice and cure period provided therein). If Buyer does not terminate this Agreement under the terms and conditions of Section 9.1(e), Buyer shall be deemed to have irrevocably waived any right to (a) terminate this Agreement with respect to such matters (including, without limitation, any later right to terminate this Agreement under the terms and conditions of Section 9.1(e) based solely on such matters disclosed and previously disclosed in prior Schedule Supplements), or (b) fail to consummate the Transaction described in this Agreement based solely on such matters disclosed and previously disclosed in prior Schedule Supplements; provided, however, such matters can be taken into consideration together with any matters which are subsequently disclosed to Buyer, or of which Buyer becomes aware, in determining whether the aggregate breaches of representations or warranties and aggregate matters disclosed in any Schedule Supplements, collectively, constitute a Material Adverse Effect with respect to Section 9.1.(e).
Updating Disclosure Schedules. To the extent necessary to cause the representations and warranties set forth in Article IV to remain true, complete and accurate as of the Closing Date, the date of each and every Borrowing and the date of each issuance of a Letter of Credit, Borrowers shall update in writing any Schedules provided for in Article IV to the extent they have Knowledge of any circumstance which may have the effect of making any representation or warranty contained in Article IV untrue or incomplete in any material respect. The requirement of Borrowers to update the Schedules provided for herein shall not have the effect of a cure of any Event of Default occurring prior to any such update or existing at the time of any such update without the written waiver of such Event of Default by Bank.
Updating Disclosure Schedules. To the extent necessary to cause the representations and warranties set forth in Article II to remain true, complete and accurate until the full and final payment, and satisfaction and discharge, of all obligations of Borrower to Bank subject to this Agreement, Borrower and Guarantor shall update in writing any Schedules provided for in Article II to the extent they have knowledge of any circumstance which may have the effect of making any representation or warranty contained in Article II untrue or incomplete in any material respect. The requirement of Borrower and Guarantor to update the Schedules provided for herein shall not have the effect of a cure of any Event of Default occurring prior to any such update or existing at the time of any such update without the written waiver of such Event of Default by Bank.
Updating Disclosure Schedules. To the extent necessary to cause the representations and warranties set forth in Section 6 to remain true, complete and accurate as of the Closing Date, the date of each and every Borrowing and the date of each issuance of a Letter of Credit, Grantors shall update in writing any Schedules provided for in Section 6 to the extent they have Knowledge of any circumstance which may have the effect of making any representation or warranty contained in Section 6 untrue or incomplete in any material respect. The requirement of Grantors to update the Schedules provided for herein shall not have the effect of a cure of any Event of Default occurring prior to any such update or existing at the time of any such update without the written waiver of such Event of Default by Bank.
Updating Disclosure Schedules. To the extent necessary to cause the representations and warranties set forth in Article IV to remain true, complete and accurate as of the Closing Date, the date of each and every Borrowing, the date of each issuance of a Letter of Credit, and the date on which each Compliance Certificate is due in accordance with Section 5.3(c) hereof, Borrowers shall update in writing any Schedules provided for in Article IV to the extent it has Knowledge of any circumstance which may have the effect of making any representation or warranty contained in Article IV untrue or incomplete in any material respect. The requirement of Borrowers to update the Schedules provided for herein shall not have the effect of a cure of any Event of Default occurring prior to any such update or existing at the time of any such update without the written waiver of such Event of Default by Bank.
Updating Disclosure Schedules. If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 7.4 would require a change to the Company Disclosure Schedules if the Company Disclosure Schedules 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 the Asset Purchaser and WESGEN an update to the Company Disclosure Schedules specifying such change and shall use its best efforts to remedy the same; provided, however, that no such update shall be deemed to supplement or amend the Company Disclosure Schedules 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 Article VIII have been satisfied.
Updating Disclosure Schedules. During the period between the date of this Agreement and the earlier of the Closing Date or the termination of this Agreement, each of the parties shall revise and supplement its Disclosure Schedule to ensure that such Disclosure Schedule remains accurate and complete. Notwithstanding anything to the contrary contained in this Agreement, supplementation of such Disclosure Schedule following the execution of this Agreement will not be deemed a modification of that party’s representations or warranties contained herein.
Updating Disclosure Schedules. The Company shall have the right to update Disclosure Schedules to:
(a) add a Material Contract to Schedule 4.9, but only to the extent such Material Contract (i) was inadvertently omitted from the Disclosure Schedules as of the date hereof, and (ii) it does not impose any liability to the Company outside the ordinary course of business;
(b) revise Schedule 4.4 with respect to pending litigation to the extent the Company receives service of process after the date hereof, or any threatened litigation to the extent that the Company obtains Knowledge after the date hereof; provided, however, that any such matter shall be deemed to be Retained Litigation for purposes of this Agreement;
(c) revise Schedule 4.12 with respect to environmental permitting matters to the extent that the Company obtains Knowledge after the date hereof; provided, however, that any such matter shall be deemed to be Retained Environmental Obligation for purposes of this Agreement; and
(d) address matters that occur after the date hereof, but that are in compliance with the Company’s covenants set forth in Section 6.1. To the extent the Disclosure Schedules are updated in accordance with the foregoing, such update shall be deemed to have been accepted by the Parties, and may not be used to claim a breach of the underlying representation.
Updating Disclosure Schedules. At any time prior to the Closing the Seller shall be entitled to deliver to the Purchaser updates to or substitutions of the Disclosure Schedules provided that such updates or substitutions are clearly marked as such and are addressed to the Purchaser at the address listed in Section 13.01. In the event that the Seller delivers updated or substitute Disclosure Schedules on or after the third day before any scheduled closing date, the Purchaser shall be entitled to extend the scheduled closing date to the third day after it receives the updated or substitute Disclosure Schedule, or if such day is not a Business Day, to the next Business Day. The delivery by the Seller of updated or substitute Disclosure Schedules shall not prejudice any rights of the Purchaser under this Agreement, including but not limited to the right to claim that the representations and warranties of the Seller, when made on the date of this Agreement, were untrue; provided, however, that if the Purchaser decides not to assert any such claim and consummates the Closing, the updated or substitute Disclosure Schedules shall replace, in whole or in part as the case may be, the Disclosure Schedules previously delivered hereunder for all purposes.
Updating Disclosure Schedules. Each party hereto has endeavored in good faith to provide disclosure schedules which are complete and correct as of the date hereof. Each party shall have the right, until November 14, 1997, to amend or supplement its disclosure schedules in order to provide corrected or additional information. Such amended or supplemental disclosure schedules shall be treated for all purposes as though they were delivered contemporaneously herewith. Thereafter, the parties shall continue to update the disclosure schedules for new and additional information so that the representations and warranties are true and correct as of the date of Closing.