Schedules Update. Prior to the Closing, the Companies and the Sellers will supplement or amend their respective Schedules with respect to any matter heretofore existing or hereafter arising which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in such Schedules or which is otherwise necessary to correct any information in such Schedules which has been rendered inaccurate thereby. For purposes of determining the accuracy of the representations and warranties of the Companies and the Sellers contained in ARTICLE III and ARTICLE IV, and for purposes of determining satisfaction of the conditions set forth in Section 8.2(a), the Schedules delivered by the Companies and the Sellers 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; provided, however, in the event the Buyer shall close the transaction contemplated hereby, the Buyer will be deemed to have waived any and all breaches of representations, warranties and covenants of this Agreement expressly disclosed pursuant to the supplements or amendments to the Schedules provided under this Section 7.4 including, without limitation, for purposes of indemnification pursuant to ARTICLE XI.
Schedules Update. Concurrently with the delivery to the Collateral Agent or the Note Trustee, as applicable, of any Compliance Certificate pursuant to the Credit Agreement or the Indenture, such Pledgor shall deliver to the Collateral Agent updated Schedules 2(a), 2(b) and 7(a), as applicable, reflecting any additional information since the prior date on which such Schedules were delivered to the Collateral Agent.
Schedules Update. To the extent any Services are mischaracterized in any of Schedule 2.1.1 through Schedule 2.2.4 (collectively, the “Service Schedules”), DISH and the Company shall negotiate in good faith to amend such Service Schedules as appropriate.
Schedules Update. Prior to the Closing, the Seller may supplement or amend its Schedules to this Agreement if the Seller becomes aware of any matter heretofore existing or hereafter arising which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in such Schedules or which is otherwise necessary to correct or update any information in such Schedules which has been rendered inaccurate thereby. For purposes of determining the accuracy of the representations and warranties of the Seller contained in ARTICLE III or elsewhere herein for purposes of determining satisfaction of the conditions set forth in SECTION 7.2(a), the Schedules delivered by the Seller 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 and such supplements and updates (whether pursuant to this SECTION 5.3 or pursuant to SECTION 5.1(i) above) shall not be deemed to cure any breach of any representation or warranty made by the Seller hereunder or any breach of the covenants of the Seller hereunder; provided, however, in the event the Buyer shall close the transactions contemplated hereby, the Buyer will be deemed to have waived any and all breaches of representations, warranties and covenants of this Agreement disclosed pursuant to the supplements or amendments to the Schedules provided pursuant to this SECTION 5.3 or SECTION 5.1(i) above to the extent the information disclosed in any such supplement or update relates to events or facts that arose subsequent to the date hereof and the Buyer accordingly shall not be entitled to indemnification pursuant to ARTICLE X for any such matters.
Schedules Update. Prior to the Closing, ATT and the Sellers may supplement or amend their respective Schedules to this Agreement if ATT or Sellers become aware of any matter arising or discovered by the Sellers after the date hereof which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in such Schedules or which is otherwise necessary to correct any information in such Schedules which has been rendered inaccurate thereby. For purposes of determining the accuracy of the representations and warranties of ATT and the Sellers contained in ARTICLES III and IV for purposes of determining satisfaction of the conditions set forth in SECTION 8.2(A), the Schedules delivered by ATT and the Sellers 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.
Schedules Update. To the extent any Management Services are mischaracterized in any Schedule 2.1, ECC and the Company shall negotiate in good faith to amend Schedule 2.1 as appropriate.
Schedules Update. Concurrently with the delivery to the Administrative Agent of any Compliance Certificate pursuant to the Credit Agreement, such Pledgor shall deliver to the Administrative Agent updated Schedules 2(a), 2(b) and 7(a), as applicable, reflecting any additional information since the prior date on which such Schedules were delivered to the Administrative Agent.
Schedules Update. Not later than three Business Days prior to the Closing, the Seller may, upon written notice to the Buyer, supplement or amend the Schedules to this Agreement if the Seller becomes aware of any matter heretofore existing or hereafter arising that, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in such Schedules or that is otherwise necessary to correct any information in such Schedules that has been rendered inaccurate thereby; provided, that such updates shall relate only to actions, omissions or events that are not prohibited pursuant to this Agreement. For purposes of determining satisfaction of the conditions set forth in Section 6.05(a), the Schedules delivered by the Seller 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; provided, however, if the Buyer consummates the Transactions, the Buyer will be deemed to have accepted the Schedules, as supplemented and amended pursuant to this Section 5.04, and accordingly shall not be entitled to indemnification pursuant to Article VIII for any breaches of representations, warranties and covenants of this Agreement that otherwise would have existed but for the information disclosed pursuant to any such supplements or amendments to the Schedules.
Schedules Update. Prior to the Closing, each of the Stockholder and the Company may supplement or amend the Schedules to this Agreement if it becomes aware of any matter heretofore existing or hereafter arising that, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in such Schedules or that is otherwise necessary to correct any information in such Schedules that has been rendered inaccurate thereby. For purposes of determining satisfaction of the conditions set forth in Section 7.2(a), the Schedules delivered by the Stockholder and the Company 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; provided, however, if Buyer closes the transactions contemplated hereby, Buyer will be deemed to have accepted the Schedules, as supplemented and amended pursuant to this Section 5.4, and accordingly no Buyer Indemnified Party shall be entitled to indemnification pursuant to ARTICLE X for any breaches of representations, warranties and covenants of this Agreement that otherwise would have existed but for the information disclosed pursuant to any such supplements or amendments to the Schedules.
Schedules Update. From time to time after the date hereof, but in any event not later than the Closing Date, the Company will promptly supplement or amend the Schedules hereto with respect to any matter which, if it existed or occurred on or prior to the date hereof, would have been required to be set forth or described in any such Schedule or which is necessary to correct any information set forth in any such Schedule which has been rendered inaccurate thereby; provided, however, that no supplement or amendment to any such Schedule shall have any effect for the purpose of determining whether any breach of this Agreement existed prior to such supplement or amendment or whether the condition set forth in Section 7.1 of this Agreement has been satisfied.
