Common use of Amendment to Schedules Clause in Contracts

Amendment to Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the right and continuing obligation until the Closing Date to supplement or amend promptly the Shareholders Disclosure Schedule, the Company Disclosure Schedule or the Buyer Disclosure Schedule (collectively, referred to as the “Disclosure Schedules”) with respect to any matter that would have been or would be required to be set forth or described in the Disclosure Schedules in order to not materially breach any representation, warranty or covenant of such party contained herein. Each amendment or supplement to any Disclosure Schedule shall be clearly marked so as to indicate the amending or supplemental information contained therein, which shall be presented in appropriate detail, and shall be delivered prior to the Closing Date and in the manner provided in Section 8.3. In the event that the Company or Shareholders amend or supplement the Disclosure Schedules pursuant to this Section 3.4 and such amendment or supplement constitutes or reflects, individually or in the aggregate, a material adverse change to the business, assets or prospects of the Company or the Shareholders (all determined in good faith by the Buyer) then Buyer may, by notice to the Company and the Shareholders given not less than one (1) business day prior to the scheduled Closing Date, terminate this Agreement and no party shall have any further obligation hereunder except as specified in Section 5.2.

Appears in 3 contracts

Samples: Stock Purchase and Sale Agreement (Omni Energy Services Corp), Stock Purchase and Sale Agreement (Omni Energy Services Corp), Stock Purchase and Sale Agreement (Omni Energy Services Corp)

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Amendment to Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the right and continuing obligation until the Closing Date to supplement or amend promptly the Shareholders Disclosure Schedule, the Company Disclosure Schedule or the Buyer Disclosure Schedule (collectively, referred to as the "Disclosure Schedules") with respect to any matter that would have been or would be required to be set forth or described in the Disclosure Schedules in order to not materially breach any representation, warranty or covenant of such party contained herein. Each amendment or supplement to any Disclosure Schedule shall be clearly marked so as to indicate the amending or supplemental information contained therein, which shall be presented in appropriate detail, and shall be delivered prior to the Closing Date and in the manner provided in Section 8.3. In the event that the Company or Shareholders amend or supplement the Disclosure Schedules pursuant to this Section 3.4 and such amendment or supplement constitutes or reflects, individually or in the aggregate, a material adverse change to the business, assets or prospects of the Company or the Shareholders (all determined in good faith by the Buyer) then Buyer may, by notice to the Company and the Shareholders given not less than one (1) business day prior to the scheduled Closing Date, terminate this Agreement and no party shall have any further obligation hereunder except as specified in Section 5.2.

Appears in 2 contracts

Samples: Non Employee Shareholders Stock Purchase and Sale Agreement (Omni Energy Services Corp), Employee Shareholders Stock Purchase and Sale Agreement (Omni Energy Services Corp)

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Amendment to Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the right and continuing obligation until the Closing Date to supplement or amend promptly the Shareholders Company and Members Disclosure Schedule, the Company Disclosure Schedule or the Buyer Disclosure Schedule (collectively, referred to as the “Disclosure Schedules”) with respect to any matter that would have been or would be required to be set forth or described in the Disclosure Schedules in order to not materially breach any representation, warranty or covenant of such party contained herein. Each amendment or supplement to any Disclosure Schedule shall be clearly marked so as to indicate the amending or supplemental information contained therein, which shall be presented in appropriate detail, and shall be delivered prior to the Closing Date and in the manner provided in Section 8.3. In the event that the Company or Shareholders Members amend or supplement the Disclosure Schedules pursuant to this Section 3.4 and such amendment or supplement constitutes or reflects, individually or in the aggregate, a material adverse change to the business, assets or prospects of the Company or the Shareholders Members or the Subsidiary (all determined in good faith by the Buyer) then Buyer may, by notice to the Company and the Shareholders Members given not less than one (1) business day prior to the scheduled Closing Date, terminate this Agreement and no party shall have any further obligation hereunder except as specified in Section 5.2.

Appears in 1 contract

Samples: Membership Interest Purchase and Sale Agreement (Omni Energy Services Corp)

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