Examples of Disclosure Schedule Supplement in a sentence
Any matter disclosed pursuant to the Disclosure Schedule or any Disclosure Schedule Supplement shall be deemed to be disclosed for all purposes under this Agreement to the extent reasonably apparent from the language of the disclosure (without reference to any facts or provisions in any document other than the Disclosure Schedule, whether or not incorporated by reference), but such disclosure shall not be deemed to be an admission or representation as to the materiality of the item so disclosed.
Any Disclosure Schedule Supplement shall not be deemed to amend the Disclosure Schedule for purposes of determining whether the conditions set forth in Section 7.2 or Article 10 have been satisfied and shall not be deemed to cure any breach of any representation or warranty or to limit the rights and remedies of Purchaser under this Agreement for any breach of such representations and warranties.
Within 15 days of the date of receipt of such a Seller Disclosure Schedule Supplement, Buyer may elect to terminate this Agreement by giving written notice to the Buyer pursuant to Section 9.1; provided, however, that Seller shall be granted a reasonable opportunity to cure any events occurring prior to Closing disclosed pursuant to such Seller Disclosure Schedule Supplement.
Notwithstanding the foregoing, if the Buyer objects to the Disclosure Schedule Supplement, the sole remedy of the Buyer shall be to terminate immediately this Agreement pursuant to Section 8.1(d); provided, however, that such termination right shall only be available if the matters disclosed for the first time in the Disclosure Schedule Supplement would prevent the condition to Closing set forth in Section 6.1(a) from being satisfied.
Sellers' representative shall notify Buyer in writing of the existence or happening of any fact, event or occurrence which should be included in the Seller Disclosure Schedule in order to make the representations and warranties set forth in Articles III and IV true and correct as of the Closing Date (each such additional written disclosure, a "Seller Disclosure Schedule Supplement").
Either a full or modified retrospective application is required for annual periods beginning on or after January 1, 2018 with early adoption permitted.
Each supplement to or amendment of the Disclosure Schedule (a “Disclosure Schedule Supplement”) made after the execution hereof shall be effective and shall be deemed to modify the representations and warranties made pursuant to this Agreement, from and after the delivery to Optionees of such Disclosure Schedule Supplement.
Buyer's failure to terminate this Agreement within such 15 day period shall be deemed Buyer's acceptance of any such Seller Disclosure Schedule Supplement as if it was part of the Seller Disclosure Schedules as of the date of this Agreement.
The Optionee hereby agrees that neither the Company nor any Optionor has been or is in breach of the Option Agreement for not delivering a Disclosure Schedule Supplement in respect of the Specified Regulatory Matters.
Any disclosure in a Disclosure Schedule Supplement will not be deemed to have cured any inaccuracy in or breach of any representation or warranty 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 7.2 have been satisfied.