Updated Disclosure Letter Sample Clauses

Updated Disclosure Letter. The Company has provided to Parent and Merger Sub an updated Disclosure Letter as of the Amendment Effective Date (the “Updated Disclosure Letter”), which Updated Disclosure Letter shall replace and supersede for all purposes the Disclosure Letter delivered as of the execution of the Original Merger Agreement, and shall be deemed for all purposes to be the Disclosure Letter referred to in the Original Merger Agreement, as amended by this Amendment. All references in the Original Merger Agreement to the “Disclosure Letter” shall be deemed to refer to the Updated Disclosure Letter.
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Updated Disclosure Letter. The Updated Disclosure Letter shall be in a form acceptable to the Acquirer, provided the Sellers shall have delivered a draft of the initialled Updated Disclosure Letter to the Acquirer at least 10 (ten) Business Days prior to the intended Closing Date. The Acquirer shall be entitled to review the draft of the Updated Disclosure Letter and provide its comments, if any, to the Sellers at least 3 (three) Business Days prior to the intended Closing Date. The Updated Disclosure Letter delivered by the Sellers to the Acquirer on the Closing Date shall set out the same facts as disclosed by the Sellers in the draft of the initialled Updated Disclosure Letter and any mutually agreed revisions to the draft of the Updated Disclosure Letter (other than additionally setting out facts, matters and/or circumstances that first arise or occur after the date on which the draft of the Updated Disclosure Letter is delivered by the Sellers under this Clause 7.1.5). It is clarified that any Disclosure in the Updated Disclosure Letter (or draft thereof) shall only Disclose facts, matters and/or circumstances that first arise or occur after the Execution Date and are not vague or speculative in nature. In respect of each Disclosure made under the Updated Disclosure Letter which is not a Disclosure under the Disclosure Letter, it is agreed that the Seller Indemnifying Parties shall indemnify, defend and hold harmless the Acquirer Indemnified Parties from any and all Losses incurred or suffered by the Acquirer Indemnified Parties, arising out of or from such Disclosures in accordance with Clause 8 (Indemnities), notwithstanding that such fact or matter is Disclosed (“Seller Deemed Specific Indemnity Matters”).
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Updated Disclosure Letter. (a) The Promoters shall, on the respective date on which the Warranties are being provided by it in accordance with this Clause 2, be entitled to deliver to the Purchaser Representatives, an updated disclosure letter addressed to the Purchasers, which shall be in the form as agreed between the Parties, setting forth any additional disclosures and information made against the Warranties (save and except in relation to the Warranty in paragraph 3(k) of Part C I of Schedule 2 and paragraph 2 (f) of Part C II of Schedule 2) to which they relate as set out in this Clause 2 and updated solely for the events occurring between the Original Agreement Date and the date of such updated disclosure letter (both dates included); provided that such supplemental disclosures shall be in accordance with Clause 2.7(b) and Clause 2.7(c) below. The Company and / or the Promoters (as may be relevant) shall promptly provide all clarifications requested by the Purchaser Representatives in relation to the updated disclosure letter.
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Updated Disclosure Letter. 8.5.1. The Sellers shall on the Closing Date, deliver to the Purchaser Representatives, an updated disclosure letter, which shall be in a form as agreed between the Sellers and the Purchaser Representatives, setting forth any additional disclosures made against the Sale Share Warranties to which they relate and updated solely for the events occurring between the Original Agreement Date and the date of such updated disclosure letter (both dates included); provided that such supplemental disclosures shall be in accordance with Clause 8.5.2 below. The Sellers shall promptly provide all clarifications requested by the Purchaser Representatives in relation to the updated disclosure letter.
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Updated Disclosure Letter. (a) The Sellers shall on the Closing Date, deliver to the Purchaser Representatives, an updated disclosure letter, which shall be in a form as agreed between the Sellers and the Purchaser Representatives, setting forth any additional disclosures made against the Sale Share Warranties (save and except in relation to the Warranty in paragraph 3(f), Part B of Schedule 2) to which they relate and updated solely for the events occurring between the Original Agreement Date and the date of such updated disclosure letter (both dates included); provided that such supplemental disclosures shall be in accordance with Clause 5.4(b) below. The Sellers shall promptly provide all clarifications requested by the Purchaser Representatives in relation to the updated disclosure letter.
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Updated Disclosure Letter. If the Updated Disclosure Letter differs materially from the final Disclosure Letter that AACI proposes to attach to the Share Purchase Agreement at the time that the Share Purchase Agreement is executed and delivered, PTSX shall have the right to rescind the exercise of the Option and neither party shall have any liability to the other, whether in tort or in contract or otherwise, in respect of the Option and this 2003 Agreement, and this 2003 Agreement shall be deemed to have been terminated.
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Updated Disclosure Letter. Seller shall have the right, from time to time prior to the Closing, to supplement or amend any schedule delivered under this Agreement or the Disclosure Letter with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in such schedule or Disclosure Letter. Any such supplemental or amended disclosure shall not be deemed to have cured any breach of any representation or warranty made in this Agreement as of the date hereof for purposes of Article X, but will be deemed to have cured any such breach of representation or warranty made in this Agreement for purposes of determining whether or not the conditions set forth in Articles V, VI and VII of this Agreement have been satisfied. Such updated or supplemented Disclosure Letter is not final until accepted by Buyer and the parties hereto agreement that there is no obligation of Buyer to accept such updated Disclosure Letter.
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Updated Disclosure Letter. The Company may deliver to Parent, and Parent may deliver to Company, on or before the date that is three days preceding the Closing Date a revised disclosure letter (the "Updated Disclosure Letter") with respect to the disclosures by the Company contained in Article III and disclosures by Parent contained in Article IV, and such Updated Disclosure Letter together with any disclosure letter with respect to the disclosures by the Company contained in Article III delivered to Parent, and the disclosures by Parent contained in Article IV of this Agreement, on the date of this Agreement shall collectively constitute the Company Disclosure Letter and the Parent Disclosure Letter, respectively.
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Updated Disclosure Letter. The TW Entities shall provide the Acquiror with an updated TW Disclosure Letter within two days prior to the Effective Date.
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Related to Updated Disclosure Letter

  • 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.

  • 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.

  • Disclosure Schedule The Company has delivered the Disclosure Schedule and, if applicable, the Disclosure Update to Treasury and the information contained in the Disclosure Schedule, as modified by the information contained in the Disclosure Update, if applicable, is true, complete and correct.

  • 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.

  • 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. * * * * *

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

  • Disclosure Schedules The Radiancy Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the Radiancy Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein.

  • Disclosure Schedule References The parties hereto agree that any reference in a particular Section of the Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (ii) 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 representations and warranties would be readily apparent to an individual who has read that reference and such representations and warranties.

  • 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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