Updating of Disclosure Schedule Sample Clauses

Updating of Disclosure Schedule. Between the date of this Agreement and the Closing Date, Seller and any Shareholder shall deliver to Buyer an updated Disclosure Schedule to reflect (i) any changes in the Disclosure Schedule delivered to Buyer hereunder and (ii) an update of the information required pursuant to Section 4.17. No disclosure by Seller or any Shareholder pursuant to this Section 6.13, however, shall be deemed to amend or supplement the Disclosure Schedule or limit any of the pre-Closing or post-Closing remedies of Buyer, if any, for breaches of representations, warranties or covenants related to any changes to the Disclosure Schedule after the date hereof; provided, however, that any update to the Disclosure Schedule made pursuant to the second sentence of Section 4.18(a) shall be deemed to amend or supplement the Disclosure Schedule and limit the post-Closing remedies of Buyer.
Sample 1
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Updating of Disclosure Schedule. Between the date of this Agreement and the Closing Date, Buyer and Parent shall deliver to Seller an updated Buyer Disclosure Schedule to reflect any changes in the Buyer Disclosure Schedule delivered to Seller hereunder. No disclosure by Buyer and Parent pursuant to this Section 7.05, however, shall be deemed to amend or supplement the Buyer Disclosure Schedule or limit any of the pre-Closing or post-Closing remedies of Seller or the Shareholders, if any, for breaches of representations, warranties or covenants related to any changes to the Buyer Disclosure Schedule after the date hereof.
Sample 1
Updating of Disclosure Schedule. The Seller may (but will not be required to), from time to time prior to or on the Closing Date, by notice in accordance with this Agreement, supplement or amend the Disclosure Schedule, including without limitation one or more supplements or amendments to correct any matter which would otherwise give rise to a breach of any representation, warranty or covenant herein contained, solely to the extent such matter arose after the execution of this Agreement. If a supplement or amendment of the Disclosure Schedule is issued, which supplement or amendment results in a material change to the representations and warranties of the Seller contained in this Agreement, then the Buyer or Buyer Parent shall have the right prior to Closing to terminate this Agreement, with such termination being its sole remedy relating to matters set forth in amendments or supplements to the Disclosure Schedule. Notwithstanding any other provision hereof but subject to the immediately preceding sentence, each supplement or amendment of the Disclosure Schedule (to that extent permitted by the second sentence of this paragraph) will be effective to cure and correct for all purposes any breach of any representation, warranty or covenant relating to the Disclosure Schedule which shall thereafter be deemed to have read at all times as so supplemented and amended.
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Updating of Disclosure Schedule. DA will have the right to update the DA Disclosure Schedule from time to time prior to the Closing to reflect changes to the DA Disclosure Schedule; provided that any changes to the DA Disclosure Schedule will have no effect for purposes of determining whether Delano's closing condition set forth in Section 9.2(a) has been satisfied, but will have the effect of precluding any indemnity claim pursuant to Article X (or any reduction in the Threshold Amount) based on any such changes which have been disclosed in all material respects.
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Updating of Disclosure Schedule. From the date of this Plan to the Effective Date, each of Xxxxx-Xxxxx and Sterling agrees that it will promptly inform the other in writing if any information set forth in its Disclosure Schedule is not accurate and complete in all material respects as of such later date and will promptly disclose to the other in writing any information which arises after the date hereof and which would have been required to be included in its Disclosure Schedule to make such Disclosure Schedule accurate and complete in all material respects as of such later date; provided, however, that none of such disclosures shall be deemed to modify, amend or supplement its representations and warranties or its Disclosure Schedule for purposes of any provision hereof unless the other shall have consented thereto in writing. Material information and material inaccuracies shall be reported and disclosed to the other promptly. Immaterial information and immaterial inaccuracies shall be reported and disclosed on the tenth day of each month after the date hereof. F5856N.597 Y 2:10/16/98
Sample 1
Updating of Disclosure Schedule. Natchez will have the right to update the Natchez Disclosure Schedule from time to time prior to the Closing to reflect changes to the Natchez Disclosure Schedule; provided that any changes to the Natchez Disclosure Schedule will have no effect for purposes of determining whether Parent's closing condition set forth in Section 8.2(a) has been satisfied, but will have the effect of precluding any indemnity claim pursuant to Article IX (or any reduction in the Threshold Amount) based on any such changes which have been disclosed in all material respects.
Sample 1
Updating of Disclosure Schedule. From the date of this Agreement through the earlier to occur of (x) the Closing Date, and (y) the date on which this Agreement is terminated pursuant to the terms hereof, each Seller agrees that it will promptly notify Buyer of (A) any and all information, facts, events, circumstances, issues or other matters that existed as of the date of this Agreement that should have been set forth or described in the Disclosure Schedule as of the date of this Agreement, or otherwise imply a breach of a representation or warranty of a Seller hereunder (the “Class A Schedule Updates”), and (B) any and all information, facts, events, circumstances, issues or other matters arising after the date of this Agreement which, if existing on the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule, or otherwise imply a breach of a representation or warranty of a Seller hereunder (the “Class B Schedule Updates”), in each case by delivery of appropriate updates to the Disclosure Schedule setting forth such information, facts, events, circumstances, issues or other matters on or prior to the Closing Date.
Sample 1
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Updating of Disclosure Schedule. Excell will have the right to ------------------------------- update the Excell Disclosure Schedule from time to time prior to the Closing to reflect changes to the Excell Disclosure Schedule; provided that any changes to the Excell Disclosure Schedule will have no effect for purposes of determining whether Cambridge's closing condition set forth in Section 9.2(a) has been satisfied, but will have the effect of precluding any indemnity claim pursuant to Article X (or any reduction in the Threshold Amount) based on any such changes which have been disclosed in all material respects.
Sample 1

Related to Updating of Disclosure Schedule

  • 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.

  • 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.

  • 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 (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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Transactions Requiring Disclosure to FINRA 2.17.1 Finder’s Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or to the Company’s knowledge, assuming reasonable inquiry, any Insider that may affect the Underwriters’ compensation, as determined by FINRA.

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