Updating of Disclosure Schedule Sample Clauses

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.
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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.
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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.
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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. 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.
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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
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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.
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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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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.

  • of the Disclosure Schedules (a) to the Company’s Knowledge, the Company owns or possesses sufficient legal rights to all Company Intellectual Property without any conflicts with, or infringement of, the rights of others, and no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party; (b) other than with respect to commercially available software products under standard end-user object code license agreements or standard license agreements for open source software, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Patents, Trademarks, Copyrights, Trade Secrets, licenses, information, proprietary rights and processes of any other Person; (c) no claim has been asserted or, to the Company’s Knowledge, threatened against the Company involving any Intellectual Property; (d) to the Company’s Knowledge, it will not be necessary to use any inventions of any of its employees or consultants made prior to or outside the scope of their employment by the Company; (e) each employee and consultant has (i) assigned to the Company all Intellectual Property rights he or she owns that are related to the business of the Company and (ii) executed an agreement with the Company acknowledging the Company’s exclusive ownership of all Intellectual Property invented, created or developed by such employee or independent contractor within the scope of his or her employment or engagement with the Company; (f) the Company does not utilize any open source software in a manner that requires the Company to disclose, make available, or offer or deliver any portion of the source code of any proprietary Company software or component thereof to any third party.

  • Notification; Updates to Disclosure Schedule (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of:

  • Company Disclosure Schedule Article 3.............................................10

  • Disclosure Schedules The Disclosure Schedules are a material part of this Agreement as if fully set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules will be construed as an admission or indication that such item or other matter is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (iv) no disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall be construed as an admission or indication that any such breach or violations exists or has actually occurred; (v) the inclusion of any matter, information or item in the Disclosure Schedules will not be deemed to constitute an admission of any liability to any third party; and (vi) summaries of or references to any written document in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselves.

  • Disclosure Schedule The term “Disclosure Schedule,” as used herein, means the schedule, if any, attached to this Agreement that sets forth items the disclosure of which is necessary or appropriate as an exception to one or more representations or warranties contained in Section 5 hereof; provided, that any item set forth in the Disclosure Schedule as an exception to a representation or warranty shall be deemed an admission by the Offerors that such item represents an exception, fact, event or circumstance that is reasonably likely to result in a Material Adverse Effect. The Disclosure Schedule shall be arranged in paragraphs corresponding to the section numbers contained in Section 5. Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the immediately preceding sentence, the mere listing (or inclusion of a copy) of a document or other item in the Disclosure Schedule shall not be deemed adequate to disclose an exception to a representation or warranty made herein unless the representation or warranty has to do with the existence of the document or other item itself. Information provided by the Company in response to any due diligence questionnaire shall not be deemed part of the Disclosure Schedule and shall not be deemed to be an exception to one or more representations or warranties contained in Section 5 hereof unless such information is specifically included on the Disclosure Schedule in accordance with the provisions of this Section 11.1.

  • Supplement to Disclosure Schedules From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a "Schedule Supplement"). Any disclosure 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 7.02 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within thirty (30) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter, but shall not have nor be deemed to have waived its right to indemnification under Section 8.02 with respect to such matter.

  • 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.

  • Company Disclosure Letter The representations and warranties of the Company set forth in this Agreement are made and given subject to the disclosures contained in the Company Disclosure Letter. The Company will not be or be deemed to be in breach of any such representations and warranties (and no claim will lie in respect thereof) in respect of any such matter so disclosed in the Company Disclosure Letter. Where only brief particulars of a matter are set out or referred to in the Company Disclosure Letter, or a reference is made only to a particular part of a disclosed document, full particulars of the matter and the full contents of the document are deemed to be disclosed. The specific disclosures set forth in the Company Disclosure Letter have been organized to correspond to section references in this Agreement to which the disclosure may be most likely to relate, but such disclosure will apply to and will be deemed to be disclosed for the purposes of this Agreement generally, and will be deemed to be exceptions to or modifications or qualifications of all of the representations and warranties contained herein to the extent applicable. The Parent will be deemed to be aware of and there are deemed to have been disclosed to the Parent as if herein set forth (a) all matters fairly disclosed or referred to or contained in this Agreement and in all documents specifically referred to therein, and (b) the contents of and all matters referred to in the documents specifically listed in the Company Disclosure Letter. In the event that there is any inconsistency between this Agreement and matters disclosed in the Company Disclosure Letter, information contained in the Company Disclosure Letter will prevail and will be deemed to be the relevant disclosure. * * * * *

  • Disclosure Schedule 3 18 lists all insurance policies of any nature maintained, as of the Closing Date, for current occurrences by each Credit Party, as well as a summary of the terms of each such policy.

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