ADDITIONS TO AND MODIFICATION OF COMPANY DISCLOSURE SCHEDULE Sample Clauses

ADDITIONS TO AND MODIFICATION OF COMPANY DISCLOSURE SCHEDULE. Concurrently with the execution and delivery of this Agreement, the Company has delivered a Company Disclosure Schedule that includes all of the information required by the relevant provisions of this Agreement. In addition, the Company shall deliver to Parent and Acquisition such additions to or modifications of any Sections or subsections of the Company Disclosure Schedule necessary to make the information set forth therein true, accurate and complete in all material respects as soon as practicable after such information is available to the shareholders or the Company after the date of execution and delivery of this Agreement; PROVIDED, HOWEVER, that such disclosure shall not be deemed to constitute an exception to its representations and warranties under Article 2, nor limit the rights and remedies of Parent and Acquisition under this Agreement for any breach by the Company of such representation and warranties.
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ADDITIONS TO AND MODIFICATION OF COMPANY DISCLOSURE SCHEDULE. Concurrently with the execution and delivery of this Agreement, the Company has delivered a Company Disclosure Schedule that includes all of the information required by the relevant provisions of this Agreement. The Company represents and warrants that it has used reasonable good faith efforts to prepare such Company Disclosure Schedule. In addition, the Company shall deliver to Parent and Acquisition such additions to or modifications of any Sections of the Company Disclosure Schedule necessary to make the information set forth therein correct and complete as soon as practicable after such information is available to the Company after the date of execution and delivery of this Agreement (each, an "Addition" and collectively, "Additions"). Any such disclosure of an Addition shall not be deemed to constitute an exception to its representations and warranties under Article 2, nor limit the rights and remedies of Parent and Acquisition under this Agreement for any breach by the Company of such representation and warranties; PROVIDED, HOWEVER, that in the event that the Merger is consummated, no Parent Indemnitee shall have any claim arising under Article 7 with respect to the breach of any representation or warranty in Article 2 that any such Addition is identified as being specifically related to, if (1) such Addition arises from facts AND circumstances existing on the date hereof, or (2) such Addition arises from facts and circumstances arising after the date hereof, so long as none of the facts and circumstances arising after the date hereof giving rise to such Addition constitutes or arises from a breach of any covenant of the Company in this Agreement. Nothing set forth herein shall obligate Parent or Acquisition to consummate the Merger in the event any such Addition or Additions causes any of the conditions in Article 5 to fail to be satisfied.
Sample 1
ADDITIONS TO AND MODIFICATION OF COMPANY DISCLOSURE SCHEDULE. Concurrently with the execution and delivery of this Agreement, the Company has delivered a Disclosure Schedule that includes all of the information required by the relevant provisions of this Agreement. In addition, the Company shall deliver to Purchaser such additions to or modifications of any sections of the Disclosure Schedule necessary to make the information set forth therein true, accurate and in all material respects as soon as practicable after such information is available to the Company after the date of execution and delivery of this Agreement; provided, however, that such disclosure shall not be deemed to constitute an exception to its representations and warranties under Article II, nor limit the rights and remedies of Purchaser under this Agreement for any breach by the Company of such representation and warranties.
Sample 1
ADDITIONS TO AND MODIFICATION OF COMPANY DISCLOSURE SCHEDULE. Concurrently with the execution and delivery of this Agreement, the Company has delivered to Investor a Company Disclosure Schedule that includes all of the material information required by the relevant provisions of this Agreement. In addition, the Company shall deliver to Investors such additions to or modifications of any Sections of the Company Disclosure Schedule necessary to make the information set forth therein true, accurate and complete in all material respects as soon as practicable after such information is available to the Company after the date of execution and delivery of this Agreement; provided, however, that such disclosure shall not be deemed to constitute an exception to its representations and warranties under Section 3, nor limit the rights and remedies of the Investors under this Agreement for any breach by the Company of such representation and warranties.
Sample 1

Related to ADDITIONS TO AND MODIFICATION OF COMPANY DISCLOSURE SCHEDULE

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

  • 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.

  • Supplements to Disclosure Schedules From time to time prior to the Closing Date, each party hereto shall supplement or amend its Disclosure Schedules with respect to any matter hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in its Disclosure Schedules or that is necessary to correct any information in its Disclosure Schedules or in its representations and warranties that have been rendered inaccurate thereby. The Disclosure Schedules delivered by a party hereto shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any information contained in any subsequent supplement or amendment thereto.

  • 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.

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

  • 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 Letter References The Parties agree that the disclosure set forth in any particular section or subsection of the Company Disclosure Letter will be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of the Company that are set forth in the corresponding Section or subsection of this Agreement; and (b) any other representations and warranties (or covenants, as applicable) of the Company that are set forth in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such other representations and warranties (or covenants, as applicable) is reasonably apparent on the face of such disclosure.

  • 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.

  • Transactions Requiring Disclosure to FINRA 2.17.1 Finder’s Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or to the Company’s knowledge, assuming reasonable inquiry, any Insider that may affect the Underwriters’ compensation, as determined by FINRA.

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