Amendments of 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 the Closing to supplement or amend promptly 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; provided that no amendment or supplement to a Disclosure Schedule that constitutes or reflects a Material Adverse Effect on the Company may be made unless APP consents to such amendment or supplement, and no amendment or supplement to a Disclosure Schedule that constitutes or reflects a Material Adverse Effect on APP may be made unless the Company consents to such amendment or supplement. For purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 10.1 and 11.1 have been fulfilled, the Disclosure Schedules hereto shall be deemed to be the Disclosure Schedules as amended or supplemented pursuant to this Section 9.2. In the event that the Company seeks to amend or supplement a Disclosure Schedule pursuant to this Section 9.2 and APP does not consent to such amendment or supplement, or APP seeks to amend or supplement a Disclosure Schedule pursuant to this Section 9.2, and the Company does not consent, this Agreement shall be deemed terminated by mutual consent as set forth in Section 15.1(a) hereof.
Amendments of Schedules. 32 Section 9.3 Actions Contrary to Stated Intent........................................... 32 Section 9.4 Public Announcements........................................................ 32 Section 9.5 Expenses.................................................................... 32 Section 9.6 Patient Confidentiality..................................................... 32 Section 9.7
Amendments of Schedules. AAGS may, upon at least ten (10) business days prior written notice to Broker/Dealer, amend the attached Schedule(s) made part hereof. Any such amendments shall be in writing and shall apply to premiums received by AILIC after the effective date of such written notice.
Amendments of Schedules. GAA may, upon at least ten (10) business days prior written notice to Broker/Dealer, amend the attached Schedule(s) made part hereof. Any such amendments shall be in writing and shall apply to premiums received by AILIC after the effective date of such written notice.
Amendments of Schedules. If Buyer Representatives have actual knowledge prior to the Closing of the existence of a breach of a representation and warranty made by Sellers or Acquired Companies under this Agreement and fail to disclose such to Sellers prior to the Closing, then Buyer shall be deemed to have waived all rights and remedies related to such breach. Sellers and Target may, from time to time, prior to the Closing Date, by written notice to Buyer, supplement or amend the Disclosure Schedule attached to this Agreement to correct any matter that would constitute a breach of any representation or warranty of Sellers or Acquired Companies herein contained. Buyer shall have ten (10) Business Days (the “Review Period”) to review such supplement or amendment and the Closing Date shall be postponed as necessary for Buyer to do so. On or before the end of the Review Period, Buyer shall have the right in its sole discretion to either (i) terminate in writing this Agreement by issuing a Termination Notice to Sellers and Target provided that the supplement or amendment to the Disclosure Schedule together with any other supplements or amendments collectively involves an amount in excess of $3,000,000 (the “Walk Away Right”), and the Deductible shall not apply against the $3,000,000 amount; or (ii) notify Sellers and Target in writing (the “Cure Notice”) that Buyer wants Sellers to cure the breach and inform Target of an acceptable cure; provided, however, that if Buyer does not deliver the Cure or Termination Notice prior to the end of the Review Period, then Buyer shall be deemed to have waived all rights and remedies related to such breach. If after receiving a Cure Notice, Sellers elect to attempt to cure the breach, then, at Target’s expense, it shall have up to sixty (60) days (the “Cure Period”) to complete the cure, which period of time may run prior to or after the Closing, at the sole option of Buyer. In the event Buyer believes that a cure has not been made by Sellers of an alleged breach at the end of the Cure Period, Buyer may pursue a claim for indemnity pursuant to Article 8 of this Agreement if a Closing has occurred or if a Closing has not occurred terminate this Agreement by issuing a Termination Notice to Sellers and Target. Sellers shall notify Buyer in writing of any supplements or amendments to the Disclosure Schedule as soon as practicable after Sellers or Acquired Company becomes aware of the need for such supplement or amendment.
Amendments of Schedules. RFG may deliver (by written notice to Purchaser) supplements to the disclosure schedules to this Agreement with respect to any actions, events, conditions, circumstances or matters arising or occurring after the execution and delivery of this Agreement which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in the Sellers’ Disclosure Letter; provided that such supplement may only amend the Sellers’ Disclosure Letter to reflect actions, events, conditions, circumstances or matters that are not the result of a breach of any covenant set forth in this Agreement. The supplement shall list each updated, supplemented or amended item by an appropriate reference to the applicable Section of this Agreement. Notwithstanding any provision in this Agreement to the contrary, unless Purchaser provides RFG with a written termination notice pursuant to Section 11.1(b) prior to the Closing, the disclosure schedules shall be deemed for purposes of Article 10 hereof to include and reflect such supplement made in accordance with this Section 6.13 prior to the Closing Date, but solely with respect to those actions, events, conditions, circumstances or matters disclosed thereon that occurred after the date of this Agreement; provided, however, that no such supplemented disclosure schedule shall cure, or be deemed to cure, any breach of this Agreement that existed as of the date of this Agreement.
Amendments of Schedules. GAA or GALIC may, upon at least ten (10) business days prior written notice to Broker/Dealer, amend the attached Schedule(s) made part hereof. Any such amendments shall be in writing and shall apply only to applications for Contracts received by GALIC after the effective date of such written notice.
Amendments of Schedules. The Schedules to the Asset Purchase Agreement are hereby amended and restated in the manner indicated by the Schedules attached hereto, which Schedules have been marked to show the modifications to the Schedules attached to the Original Asset Purchase Agreement.
Amendments of Schedules. 32 Section 9.3 Actions Contrary to Stated Intent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Section 9.4 Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Section 9.5 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Section 9.6 Patient Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 9.7
Amendments of Schedules. 32 Section 9.3 Actions Contrary to Stated Intent . . . . . . . . 32 Section 9.4 Public Announcements . . . . . . . . . . . . . . 32 Section 9.5 Expenses . . . . . . . . . . . . . . . . . . . . 32 Section 9.6 Patient Confidentiality . . . . . . . . . . . . . 32 Section 9.7 Registration Statements. . . . . . . . . . . . . 33
