Disclosure Schedules; Updates. Between the date hereof and the Closing Date, the Company will supplement or amend the Schedules comprising the Disclosure Schedules and deliver such supplemented or amended Schedules (each, an “Schedule Amendment”) to the Purchaser with respect to: (a) any matter, event, condition, fact, circumstance or development that arose prior to the date hereof that was required to be set forth on the Schedules but was omitted (the “Existing Information”); and (b) any matter, event, condition, fact, circumstance or development that arises after the date hereof (other than as a result of or due to a breach of any covenant in this Agreement by the Company or any Company Subsidiary) that, had it existed on the date hereof, would have been required to be set forth on the Schedules (the “New Information”). No Schedule Amendment (or any Existing Information or New Information contained therein) will be deemed to have amended the Schedules, to have modified the representations and warranties contained in Article IV accordingly or to have cured any misrepresentation or breach of representation and warranty caused thereby or resulting therefrom, and the Purchaser will not be deemed to have waived any right to indemnification under Article X or right to terminate this Agreement pursuant to Article VIII by virtue of the closing condition set forth in Section 3.01(a) or (b) being incapable of being satisfied with respect to any such misrepresentation or breach; provided, however, to the extent that such Schedule Amendment (or any Existing Information or New Information contained therein) causes or results in the closing condition set forth in Section 3.01(a) or (b) not be satisfied or to be incapable of being satisfied, then the sole remedy of the Purchaser and Merger Sub is to terminate this Agreement under Article VIII hereof; provided, further, that if the Purchaser and the Merger Sub in the Purchaser’s sole discretion elect not to terminate this Agreement and to instead consummate the Merger, and if (a) the representation or warranty to which the subject matter of any such written notice specifically relates was as of the date of this Agreement (x) true and correct in all material respects or (y) in the case of a representation or warranty that is already subject to “material”, “materiality”, “materially”, “Material Adverse Change” or other qualification(s) based on materiality, true and correct in all respects and (b) the facts and circumstances underlying the matter discl...

Disclosure Schedules; Updates. MAPCO, the Beacon Investors and NewCo shall promptly review in good faith the Schedules submitted by MCI on June 21, 1996. The Beacon Investors and NewCo shall identify to MAPCO and MCI in writing any disagreements or concerns they may have with respect to any items disclosed on such Schedules, and shall be deemed to have accepted all other items disclosed thereon and not so identified. MAPCO, the Beacon Investors and NewCo shall use all reasonable efforts to resolve in good faith any such disagreement or concern. No later than five business days prior to the scheduled Closing Date, MAPCO shall amend or supplement the Schedules with respect to any matter coming to its attention or arising which, if known to it or existing prior to the date of this Agreement, would have been required to be set forth therein or which is necessary or desirable to complete or correct any information contained therein or in any representation or warranty rendered inaccurate thereby. Notwithstanding the foregoing, for the purposes of determining the satisfaction of the conditions to Closing set forth in Article VIII, the Schedules shall not be deemed to have been amended or supplemented from the form in which they were delivered on the date of this Agreement, but if the Closing shall occur shall be deemed to have been amended for all purposes from and after the Closing.

Disclosure Schedules; Updates. The Company shall supplement the information set forth in the Company Disclosure Schedule with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the Agreement Date, would have been required to be set forth or described in the Company Disclosure Schedule on the Agreement Date or that is necessary to correct any information in the Company Disclosure Schedule or in any representation or warranty of the Company which has been rendered inaccurate thereby promptly following discovery thereof. Any such disclosure shall not be deemed to constitute an exception to the representations and warranties of the Company under Article 2 (Representations and Warranties by the Company), nor limit the rights of APC under this Agreement for any breach by the Company of such representations and warranties or have any effect for purposes of determining the satisfaction of the conditions set forth in Section 5.1 (Conditions to Obligations of APC).

Disclosure Schedules; Updates. The information in the Schedules hereto are either exceptions to particular representations, warranties, covenants, agreement or obligations of a Party, as set forth in this Agreement or descriptions or lists referred to in this Agreement. No information set forth therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever. Seller shall have the right to update or supplement the Schedules, in its discretion, prior to Closing by written notice, or the provision of a replacement Schedule, to Buyer, and such update or replacement shall be deemed to amend such Schedule for all purposes of this Agreement; provided that Seller may only make updates for information since the Effective Date and, if any such update results in a material adverse effect on the Assets and Assumed Liabilities to be transferred to Buyer as a whole, then Buyer’s sole remedy is a termination of the Agreement, and upon such termination, this Agreement shall become void and there shall be no liability or obligation hereunder on the part of any Party. Notwithstanding the above, the Parties acknowledge and agree that (i) the PennVest information on the Schedules will require a pre-Closing update (including the PennVest Projects, the PennVest Loan Document and the Assumed PennVest Debt Amount), (ii) that such updates shall in no event be a material adverse effect (as referenced above) and the (iii) such updates, even though delivered prior to the Closing, will be effective and binding as a reasonable and good faith estimate as of the Closing (without the need for a post-Closing true-up). The headings contained in the Schedules are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Schedules or the Agreement.

Related to Disclosure Schedules; Updates

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 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.
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.
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.
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 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.
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.
Company Disclosure Schedule Article 3.............................................10
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, if any, delivered prior to the Closing 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 6.02 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three (3) 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 and, further, shall have irrevocably waived its right to indemnification under Section 7.02 with respect to such matter.

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