Common use of Updating Schedules Clause in Contracts

Updating Schedules. In connection with the Closing, Reinsurer and Ceding Company will promptly supplement or amend the various disclosure Schedules to this Agreement to reflect any matter that, if existing, occurring or known on the date hereof, should have been so disclosed or that is necessary to correct any information in such Schedules that was or has been rendered inaccurate thereby; provided, however, that for purposes of determining the rights and obligations of the parties under this Agreement (including, but not limited to, indemnification rights and obligations under Article IX hereof), any such supplemental or amended disclosure by any party shall not be deemed to have been disclosed as of the date hereof, or to constitute a part of, or an amendment or supplement to, such party’s Schedules; and provided further, that such supplemental or amended disclosures by a party shall not entitle the other party to refuse to consummate the transactions contemplated hereby unless such supplemental or amended disclosures, individually and in the aggregate, disclose a failure of the disclosing party to satisfy the conditions to Closing specified in Article VIII.

Appears in 3 contracts

Samples: Reinsurance Agreement (Separate Account Va B), Reinsurance Agreement (Separate Account Va-2l), Reinsurance Agreement (Separate Account Va B)

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Updating Schedules. In connection with After execution of this Agreement and prior to the ClosingEffective Time, Reinsurer each of PixelCam and Ceding Company Xxxxx will promptly supplement or amend the various disclosure their respective Disclosure Schedules to this Agreement to reflect any matter that, if existing, occurring or known on the date hereofset forth or discussed in such Disclosure Schedules, should have been so disclosed disclosed, or that which is necessary to correct any information in such Disclosure Schedules that which was or has been rendered inaccurate thereby; providedPROVIDED, howeverHOWEVER, that for purposes the purpose of determining the rights and obligations of the parties under this Agreement (including, but not limited to, indemnification rights and obligations under Article IX hereof)Agreement, any such supplemental or amended disclosure by any either party shall not be deemed to have been disclosed as of the date hereof, hereof or to constitute a part of, of or an amendment or supplement to, to such party’s Schedules; and provided further's Disclosure Schedule or to cure any breach or inaccuracy of a representation or warranty unless so agreed to in writing by the other party, that which agreement shall not be unreasonably withheld if such supplemental or amended disclosures by a party shall disclosure is not entitle the other party to refuse to consummate the transactions contemplated hereby unless such supplemental or amended disclosuresreasonably likely, individually and or in the aggregate, disclose to result in a failure of Material Adverse Effect on the disclosing party to satisfy the conditions to Closing specified in Article VIIImaking such disclosure.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zoran Corp \De\)

Updating Schedules. In connection with After execution of this Agreement and ------------------ prior to the ClosingEffective Time, Reinsurer each of Cadis and Ceding Company Aspect will promptly supplement or amend the various disclosure their respective Disclosure Schedules to this Agreement to reflect any matter that, if existing, occurring or known on the date hereofset forth or discussed in such Disclosure Schedules, should have been so disclosed disclosed, or that which is necessary to correct any information in such Disclosure Schedules that which was or has been rendered inaccurate thereby; provided, however, that for purposes the purpose of ----------------- determining the rights and obligations of the parties under this Agreement (including, but not limited to, indemnification rights and obligations under Article IX hereof)Agreement, any such supplemental or amended disclosure by any either party shall not be deemed to have been disclosed as of the date hereof, hereof or to constitute a part of, of or an amendment or supplement to, to such party’s Schedules; and provided further's Disclosure Schedule or to cure any breach or inaccuracy of a representation or warranty unless so agreed to in writing by the other party, that which agreement shall not be unreasonably withheld if such supplemental or amended disclosures by a party shall disclosure is not entitle the other party to refuse to consummate the transactions contemplated hereby unless such supplemental or amended disclosuresreasonably likely, individually and or in the aggregate, disclose to result in a failure of Material Adverse Effect on the disclosing party to satisfy the conditions to Closing specified in Article VIIImaking such disclosure.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Aspect Development Inc)

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Updating Schedules. In connection with After execution of this Agreement and prior to the ClosingEffective Time, Reinsurer each of SoftMagic and Ceding Company Puma will promptly supplement or amend the various disclosure their respective Disclosure Schedules to this Agreement to reflect any matter that, if existing, occurring or known on the date hereofset forth or discussed in such Disclosure Schedules, should have been so disclosed disclosed, or that which is necessary to correct any information in such Disclosure Schedules that which was or has been rendered inaccurate thereby; providedPROVIDED, howeverHOWEVER, that for purposes the purpose of determining the rights and obligations of the parties under this Agreement (including, but not limited to, indemnification rights and obligations under Article IX hereof)Agreement, any such supplemental or amended disclosure by any either party shall not be deemed to have been disclosed as of the date hereof, hereof or to constitute a part of, of or an amendment or supplement to, to such party’s Schedules; and provided further's Disclosure Schedule or to cure any breach or inaccuracy of a representation or warranty unless so agreed to in writing by the other party, that which agreement shall not be unreasonably withheld if such supplemental or amended disclosures by a party shall disclosure is not entitle the other party to refuse to consummate the transactions contemplated hereby unless such supplemental or amended disclosuresreasonably likely, individually and or in the aggregate, disclose to result in a failure of Material Adverse Effect on the disclosing party to satisfy the conditions to Closing specified in Article VIIImaking such disclosure.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Puma Technology Inc)

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