Disclosure Supplements. From time to time prior to the Effective Time, each party shall promptly supplement or amend any materials Previously Disclosed and delivered to the other party pursuant hereto with respect to any matter hereafter arising which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in materials Previously Disclosed to the other party or which is necessary to correct any information in such materials which has been rendered materially inaccurate thereby; no such supplement or amendment to such materials shall be deemed to have modified the representations, warranties and covenants of the parties for the purpose of determining whether the conditions set forth in Article VI hereof have been satisfied.
Disclosure Supplements. From time to time prior to the Effective Time, each party hereto will promptly supplement or amend (by written notice to the other) its respective Disclosure Schedules delivered pursuant hereto with respect to any matter hereafter arising which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in such Schedules or which is necessary to correct any information in such Schedules which has been rendered materially inaccurate thereby. For the purpose of determining satisfaction of the conditions set forth in Article VI, no supplement or amendment to such Schedules shall correct or cure any warranty which was untrue when made, but supplements or amendments may be used to disclose subsequent facts or events to maintain the truthfulness of any warranty.
Disclosure Supplements. From time to time prior to the Effective Time, each party shall promptly supplement or amend any materials Previously Disclosed and delivered to the other party pursuant hereto with respect to any matter hereafter arising which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in materials Previously Disclosed to the other party or which is necessary to correct any information in such materials which has been rendered inaccurate thereby; no such supplement or amendment to such materials shall be deemed to have modified the representations, warranties and covenants of a party for the purposes of determining whether the conditions set forth in Article VI hereof have been satisfied.
Disclosure Supplements. From time to time prior to the Public ---------------------- Offering Closing Date, the Company will promptly supplement or amend the Disclosure Schedule delivered in connection with this Agreement, with respect to any matter which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedule or which is necessary to correct any information in such Disclosure Schedule which has been rendered inaccurate thereby; provided, however, that no supplement or amendment to the Disclosure Schedule that constitutes or reflects a Material Adverse Change to the Company may be made without the prior written consent of VIALOG.
Disclosure Supplements. From time to time prior to the Effective Time, BHLB will promptly supplement or amend the BHLB Disclosure Schedule delivered in connection herewith with respect to any matter hereafter arising which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in such BHLB Disclosure Schedule or which is necessary to correct any information in such BHLB Disclosure Schedule which has been rendered materially inaccurate thereby. No supplement or amendment to such BHLB Disclosure Schedule shall have any effect for the purpose of determining satisfaction of the conditions set forth in Article IX.
Disclosure Supplements. From time to time prior to the Effective Time of the Merger, each Party will promptly supplement or amend their respective Schedules delivered in connection herewith with respect to any matter hereafter arising that, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in such Schedules or that is necessary to correct any information in such Schedules that has been rendered materially inaccurate thereby. No supplement or amendment to such Schedules shall have any effect for the purpose of determining satisfaction of the conditions set forth in Articles 8 and 9 and shall be for informational purposes only.
Disclosure Supplements. From time to time prior to the Effective Time, each party hereto will promptly supplement or amend (by written notice to the other) its respective Disclosure Schedules delivered pursuant hereto with respect to any matter hereafter arising which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in such Schedules or which is necessary to correct any information in such Schedules which has been rendered materially inaccurate thereby. For the purpose of determining satisfaction of the conditions set forth in Article VI and subject to Sections 6.2(a) and 6.3(a), no supplement or amendment to the parties' respective Disclosure Schedules which corrects any representation or warranty which was untrue when made shall eliminate the other party's right (if any) to terminate this Agreement based on the original untruth of the representation or warranty; provided, that the other party shall be deemed to have waived such right if it does not exercise such right within 15 days after receiving the correcting supplement or amendment.
Disclosure Supplements. From time to time prior to the Effective Time, each party will promptly supplement or amend its respective Disclosure Schedules delivered pursuant hereto with respect to any matter hereafter arising which, if existing, occurring or known as of the date hereof, would have been required to be set forth or described in such Disclosure Schedules or which is necessary to correct any information in such Disclosure Schedules which has been rendered inaccurate thereby. No supplement or amendment to such Disclosure Schedules shall have any effect for the purpose of determining satisfaction of the conditions set forth in Article V or the compliance by Market with the covenants set forth in Section 4.01 hereof.
Disclosure Supplements. From time to time prior to the Closing Date, ---------------------- each Party hereto will promptly notify the other Party of any inaccuracy in its respective Disclosure Schedules delivered pursuant hereto including, without limitation, any matter which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in such Schedule or which is necessary to correct any information in such Schedule that has been rendered inaccurate. Notwithstanding the foregoing, for the purpose of determining satisfaction of the conditions set forth in Article 8, no such notification shall be deemed to amend such Disclosure Schedules or shall be deemed to be part hereof unless agreed to by the other Parties.
Disclosure Supplements. (a) Prior to Closing, Seller shall have the right to modify or supplement any of the Schedules to this Agreement to reflect facts or information coming to the attention of Seller following the execution of this Agreement that cause any representation herein not to be correct as of the date hereof or to be true as of the Closing Date (any such modified or supplemented Schedule being referred to herein as a “Corrected Schedule”). In the event that Seller provides a Corrected Schedule, subject to subsection 8.02(b) below, such Corrected Schedule, as so modified or supplemented, shall be deemed to be incorporated in the Schedules attached to this Agreement; provided, however, that if, in the absence of such modification or supplementation, the condition to the obligations of Buyer set forth in Section 6.01(b) would not be satisfied, then Buyer shall have the option of not proceeding to the Closing and terminating this Agreement, and upon such termination all obligations of the parties hereunder shall cease and neither party shall have any claim against the other by reason of this Agreement, except as provided in Section 8.03.
(b) In the event that Buyer desires to preserve a claim for indemnification pursuant to Article 10 or Article 10A, as applicable, hereof with respect to any change made in a Corrected Schedule, Buyer shall notify Seller in writing within thirty (30) days of receipt of such Corrected Schedule and Seller shall have a period of thirty (30) days (or, if less, to the Expiration Date), to fully cure such condition. Unless Seller shall have fully cured such condition, Buyer shall have the right to proceed to Closing and reserve its right to assert a claim after the Closing for indemnification pursuant to, and to the extent provided in, Article 10 or Article 10A, as applicable, hereof with respect to any modification or supplementation made in the Corrected Schedule. Nothing contained in this Section 8.02 is intended to, or shall, give Buyer an indemnification right independent of, or in addition to, those rights set forth in Article 10 and Article 10A, as applicable, hereof.
