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 continuing obligation until Closing to supplement or amend promptly the Disclosure Schedule with respect to any matter that would have been or would be required to be set forth or described in the Disclosure Schedule in order to not materially breach any representation, warranty or covenant of such party contained herein; provided that no amendment or supplement to the Disclosure Schedule that constitutes or reflects, individually or in the aggregate, a Material Adverse Effect to the Practice or the Assets may be made unless the Purchaser consents to such amendment or supplement, and no amendment or supplement to the Disclosure Schedule that constitutes or reflects a Material Adverse Effect to the Purchaser may be made unless the Physicians and the Clinic consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1, 8.2 and 8.3 have been fulfilled, the Disclosure Schedule hereto shall be deemed to be the Disclosure Schedule as amended or supplemented pursuant to this Section 7.4. In the event that the Physician Parties seek to amend or supplement the Disclosure Schedule pursuant to this Section 7.4 and the Purchaser does not consent to such amendment or supplement, or the Purchaser seeks to amend or supplement the Disclosure Schedule pursuant to this Section 7.4 and Physicians and the Clinic do not consent, this Agreement shall be deemed terminated by mutual consent.

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 continuing obligation until Closing to supplement or amend promptly the Disclosure Schedule Schedules with respect to any matter that would have been or would be required to be set forth or described in the Disclosure Schedule Schedules in order to not materially breach any representation, warranty or covenant of such party contained herein; provided that no amendment or supplement to the Disclosure a Schedule that constitutes or reflects, individually or in the aggregate, a Material Adverse Effect material adverse change to the Practice or the Assets may be made unless the Purchaser Company consents to such amendment or supplement, and no amendment or supplement to the Disclosure a Schedule that constitutes or reflects a Material Adverse Effect material adverse change to the Purchaser Company may be made unless the Physicians Physician and each of the Clinic Clinics consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.17.1, 8.2 7.2 and 8.3 7.3 have been fulfilled, the Disclosure Schedule Schedules hereto shall be deemed to be the Disclosure Schedule Schedules as amended or supplemented pursuant to this Section 7.46.4. In the event that the Physician Parties seek or each of the Clinics seeks to amend or supplement the Disclosure a Schedule pursuant to this Section 7.4 6.4 and the Purchaser Company does not consent to such amendment or supplement, or the Purchaser Company seeks to amend or supplement the Disclosure a Schedule pursuant to this Section 7.4 6.4 and Physicians Physician and each of the Clinic Clinics do not consent, this Agreement shall be deemed terminated by mutual consent.

Amendment to Schedules. Each party hereto agrees that, with respect Notwithstanding anything to the representations and warranties of such party contained contrary in this Agreement, such party promptly upon Seller obtaining Knowledge that a representation made in this Agreement by Seller is untrue or inaccurate in any material respect, Seller shall have the continuing obligation until Closing right to amend and supplement or amend promptly the Disclosure Schedule with respect foregoing representations and the related schedules to any matter that would have been or would be required this Agreement from time to be set forth or described in the Disclosure Schedule in order to not materially breach any representation, warranty or covenant time by providing a written copy of such party contained hereinamendment or supplement to Purchaser not later than two (2) Business Days before the Closing Date (any such amendment or supplement provided to Purchase not later than two (2) Business Days before the expiration of the Due Diligence Period shall be deemed an “Amendment Notice”); provided provided, however, that no it will remain a condition of Purchaser’s obligations hereunder that Seller’s representations and warranties as stated herein (as amended or modified by any Amendment Notice shall remain true and correct in all material respects as of the date of the Closing and any amendment or supplement to the Disclosure Schedule that constitutes or reflects, individually or in schedules to this Agreement not made pursuant to an Amendment Notice shall not be considered for the aggregate, a Material Adverse Effect to the Practice or the Assets may be made unless purposes of determining whether the Purchaser consents to Closing Conditions have been satisfied under Section 8.2 or Purchaser’s remedies under Section 12.1 of this Agreement, but shall have effect only for the purposes of limiting the defense and indemnification obligations of Seller for the inaccuracy or untruth of the representation or warranty qualified by such amendment or supplement, and no amendment or supplement if Purchaser proceeds to the Disclosure Schedule that constitutes or reflects a Material Adverse Effect to the Purchaser may be made unless the Physicians and the Clinic consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1, 8.2 and 8.3 have been fulfilled, the Disclosure Schedule hereto shall be deemed to be the Disclosure Schedule as amended or supplemented pursuant to this Section 7.4. In the event that the Physician Parties seek to amend or supplement the Disclosure Schedule pursuant to this Section 7.4 and the Purchaser does not consent to such amendment or supplement, or the Purchaser seeks to amend or supplement the Disclosure Schedule pursuant to this Section 7.4 and Physicians and the Clinic do not consent, this Agreement shall be deemed terminated by mutual consentClosing.

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 continuing obligation until Closing to supplement or amend promptly the Disclosure Schedule Schedules with respect to any matter that would have been or would be required to be set forth or described in the Disclosure Schedule Schedules in order to not materially breach any representation, warranty or covenant of such party contained herein; provided that no amendment or supplement to the a Disclosure Schedule that constitutes or reflects, individually or in the aggregate, a Material Adverse Effect material adverse change to the Practice Company's business or the Assets assets may be made unless the Purchaser Parent is informed of the material nature of such change in writing and consents to such amendment or supplement, and no amendment or supplement to the a Disclosure Schedule that constitutes or reflects a Material Adverse Effect material adverse change to the Purchaser Parent's assets or business may be made unless the Physicians Company and Shareholder are informed of the Clinic material nature of such change in writing and consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1, 8.2 Section 6.1 and 8.3 Section 6.2 have been fulfilled, the Disclosure Schedule Schedules hereto shall be deemed to be the Disclosure Schedule Schedules as amended or supplemented pursuant to this Section 7.45.3. In the event that the Physician Parties seek Company or Shareholder seeks to amend or supplement the a Disclosure Schedule pursuant to this Section 7.4 5.3 and the Purchaser Parent does not consent to such amendment or supplement, or the Purchaser Parent seeks to amend or supplement the a Disclosure Schedule pursuant to this Section 7.4 5.3 and Physicians and the Clinic do Company or Shareholder does not consent, this Agreement shall be deemed terminated by mutual consentwritten consent as set forth in Section 10.1 hereof.

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 continuing obligation until Closing to supplement or amend promptly the Disclosure Schedule Schedules with respect to any matter that would have been or would be required to be set forth or described in the Disclosure Schedule Schedules in order to not materially breach any representation, warranty or covenant of such party contained herein; provided that no amendment or supplement to the Disclosure a Schedule that constitutes or reflects, individually or in the aggregate, a Material Adverse Effect material adverse change to the Practice or the Nonmedical Assets may be made unless the Purchaser PTI consents to such amendment or supplement, and no amendment or supplement to the Disclosure a Schedule that constitutes or reflects a Material Adverse Effect material adverse change to the Purchaser PTI may be made unless the Physicians Physician and the Old Clinic consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.17.1, 8.2 7.2 and 8.3 7.3 have been fulfilled, the Disclosure Schedule Schedules hereto shall be deemed to be the Disclosure Schedule Schedules as amended or supplemented pursuant to this Section 7.46.4. In the event that the Physician Parties seek or Old Clinic seeks to amend or supplement the Disclosure a Schedule pursuant to this Section 7.4 6.4 and the Purchaser PTI does not consent to such amendment or supplement, or the Purchaser PTI seeks to amend or supplement the Disclosure a Schedule pursuant to this Section 7.4 6.4 and Physicians Physician and the Old Clinic do not consent, this Agreement shall be deemed terminated by mutual consent.