Supplemental Disclosure Clause Samples

Supplemental Disclosure. From time to time as may be reasonably requested by Agent (which request will not be made more frequently than once each year absent the occurrence and continuance of a Default or an Event of Default), the Credit Parties shall supplement each Disclosure Schedule hereto, or any representation herein or in any other Loan Document, with respect to any matter hereafter arising that, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedule or as an exception to such representation or that is necessary to correct any information in such Disclosure Schedule or representation which has been rendered inaccurate thereby (and, in the case of any supplements to any Disclosure Schedule, such Disclosure Schedule shall be appropriately marked to show the changes made therein); provided that (a) no such supplement to any such Disclosure Schedule or representation shall amend, supplement or otherwise modify any Disclosure Schedule or representation, or be or be deemed a waiver of any Default or Event of Default resulting from the matters disclosed therein, except as consented to by Agent and Requisite Lenders in writing, and (b) no supplement shall be required or permitted as to representations and warranties that relate solely to the Closing Date.

Supplemental Disclosure. From time to time as may be reasonably requested by Agent (which request will not be made more frequently than once each year absent the occurrence and continuance of an Event of Default) or at Credit Parties’ election, the Credit Parties shall supplement each Schedule hereto, or any representation herein or in any other Loan Document, with respect to any matter hereafter arising that, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such Schedule or as an exception to such representation or that is necessary to correct any information in such Schedule or representation which has been rendered inaccurate in any material respect thereby (and, in the case of any supplements to any Schedule, such Schedule shall be appropriately marked to show the changes made therein); provided that (a) no such supplement to any such Schedule or representation shall amend, supplement or otherwise modify any Schedule or representation, or be or be deemed a waiver of any Default or Event of Default resulting from the matters disclosed therein, except as consented to by Requisite Lenders in writing, and (b) no supplement shall be required or permitted as to representations and warranties that relate solely to the Closing Date.

Supplemental Disclosure. At any time at the request of the Administrative Agent and at such additional times as Brightpoint determines, Brightpoint shall supplement each schedule or representation herein or in the other Loan Documents with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such schedule or as an exception to such representation or which is necessary to correct any information in such schedule or representation which has been rendered inaccurate thereby. If any such supplement to such schedule or representation discloses the existence or occurrence of events, facts or circumstances which are restricted or prohibited by the terms of this Agreement or any other Loan Documents, such supplement to such schedule or representation shall not be deemed an amendment thereof unless expressly consented to in writing by Administrative Agent and the Required Lenders, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by the Administrative Agent or any Lender of any Default disclosed therein. Any items disclosed in any such supplemental disclosures shall be included in the calculation of any limits, baskets or similar restrictions contained in this Agreement or any of the other Loan Documents.

Supplemental Disclosure. At any time at the reasonable request of the Administrative Agent (which shall not be done more frequently than on a quarterly basis in the absence of a Default) and at such additional times as the Company determines, the Company shall supplement each schedule or representation herein or in the other Loan Documents with respect to any matter hereafter arising which, if existing or occurring at the Closing Date, would have been required to be set forth as an exception to such representation or which is necessary to correct any information in such representation which has been rendered materially inaccurate thereby. Notwithstanding that any such supplement to such representation may disclose the existence or occurrence of events, facts or circumstances which are either prohibited by the terms of this Agreement or any other Loan Documents or which result in the material breach of any representation or warranty, such supplement to such representation shall not be deemed either an amendment thereof or a waiver of such breach unless expressly consented to in writing by Administrative Agent and the requisite number of Lenders under Section 8.2, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by the Administrative Agent or any Lender of any Default disclosed therein. Any items disclosed in any such supplemental disclosures shall be included in the calculation of any limits, baskets or similar restrictions contained in this Agreement or any of the other Loan Documents.

Supplemental Disclosure. (a) Seller shall have the right, from time to time prior to the Closing, to supplement any section of the Seller Disclosure Letter as any such supplement may relate to any of the representations and warranties in ARTICLE 2 hereof with respect to any matter that first arises after the date hereof that does not arise from: (i) any breach of this Agreement by Seller or any of its Affiliates; or (ii) any inaccuracy of any representation and warranty made by Seller in ARTICLE 2 of this Agreement as of the date hereof (a “Supplemental Disclosure Matter”); provided that the foregoing right to supplement the Seller Disclosure Letter shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $2,500,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so). (b) In the event Buyers choose not to terminate this Agreement as provided in the proviso in Section 4.15(a), such supplement to the Seller Disclosure Letter in respect of such Supplemental Disclosure Matters shall be permitted and if made will be deemed to have cured any inaccuracy of the applicable representation and warranty made by Seller, in this Agreement or in the Seller Disclosure Letter for all purposes hereunder (it being understood that any supplement in respect of a Supplemental Disclosure Matter that is not covered by the proviso in Section 4.15(a) shall not be deemed to cure any inaccuracy of any representation or warranty). (c) Notwithstanding anything to the contrary in the foregoing clauses (a) and (b) of this Section 4.15: (i) at any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(a), the right to supplement the Seller Disclosure Letter as provided under Section 4.15(a) shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000 unless Seller, in a written notice to Buyers, grants Buyers ...

Supplemental Disclosure. (1) Each Party agrees that, with respect to the representations and warranties of such Party contained in this Agreement, such Party shall have the obligation and the continuing obligation until five (5) Business Days before Closing, to disclose, or supplement and amend their disclosure (as applicable), with respect to any matter hereafter arising or discovered which, if existing (or in the case of any representation qualified by knowledge, known) at the date of this Agreement, would have been required to be disclosed by such Party. (2) The Party supplementing or amending its disclosure, as applicable (the “Disclosing Party”) shall deliver a copy of the amendment or supplement (in either case, the “Supplemental Disclosure”) to the Party (Vendor or Purchaser, as the case may be) to whom the Disclosing Party provided representations and warranties in this Agreement (the “Receiving Party”). (3) The Receiving Party will have twenty (20) days after receipt (the “Review Period”) in which to review the Supplemental Disclosure. If a Supplemental Disclosure discloses facts that would constitute a breach of the Disclosing Party’s representations and warranties hereunder and such breach would result in the failure of the Receiving Party’s condition to closing specified in Section 4.1(1)(a) or Section 4.2(1)(a) as applicable, to be satisfied at the Closing (a “CP Failure”), the Receiving Party may deliver a notice to the Disclosing Party within the Review Period of its intent to terminate due to the CP Failure (which notice shall specify the representation or warranty breached, identify the specific facts in the Supplemental Disclosure that constitute the breach, and describe why the failure of such condition would occur) (“Notice of Intent to Terminate”). For the avoidance of doubt, if a Supplemental Disclosure discloses facts that would constitute a breach of the Disclosing Party’s representations and warranties hereunder and such breach would not result in a CP Failure, the Receiving Party shall not be permitted to terminate this Agreement under this Section 7.16. (4) Within fifteen (15) days from receipt of the Notice of Intent to Terminate (the “Cure Period”), the Disclosing Party shall have the right (exercisable in its sole and absolute discretion) to cure the CP Failure including through the payment of money, agreement to accept certain liabilities or otherwise. If the Disclosing Party cures the CP Failure within the Cure Period, the Receiving Party shall not ...

Supplemental Disclosure. At any time at the request of the Administrative Agent and at such additional times as the Company determines, the Company shall supplement each schedule or representation herein or in the other Loan Documents with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such schedule or as an exception to such representation or which is necessary to correct any information in such schedule or representation which has been rendered inaccurate thereby. Notwithstanding that any such supplement to such schedule or representation may disclose the existence or occurrence of events, facts or circumstances which are either prohibited by the terms of this Agreement or any other Loan Documents or which result in the breach of any representation or warranty, such supplement to such schedule or representation shall not be deemed either an amendment thereof or a waiver of such breach unless expressly consented to in writing by Administrative Agent and the Required Lenders, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by the Administrative Agent or any Lender of any Default disclosed therein. Any items disclosed in any such supplemental disclosures shall be included in the calculation of any limits, baskets or similar restrictions contained in this Agreement or any of the other Loan Documents.

Supplemental Disclosure. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.12 shall not have any effect for the purpose of determining the satisfaction of the conditions set forth in Article VIII of this Agreement or otherwise limit or affect the remedies available hereunder to any party.

Supplemental Disclosure. From time to time as may be reasonably requested by Requisite Lenders or at Credit Parties’ election, the Credit Parties shall supplement each Disclosure Schedule hereto, or any representation herein or in any other Loan Document, with respect to any matter hereafter arising that, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedule or as an exception to such representation or that is necessary to correct any information in such Disclosure Schedule or representation which has been rendered inaccurate thereby (and, in the case of any supplements to any Disclosure Schedule, such Disclosure Schedule shall be appropriately marked to show the changes made therein); provided that (a) no such supplement to any such Disclosure Schedule or representation shall amend, supplement or otherwise modify any Disclosure Schedule or representation, or be or be deemed a waiver of any Default or Event of Default resulting from the matters disclosed therein, except as consented to by Requisite Lenders in writing, and (b) no supplement shall be required or permitted as to representations and warranties that relate solely to the Closing Date.