Supplemental Disclosure Schedules. (a) During the Interim Period, each of the Company and each Seller shall have the right, by providing one or more written supplemental disclosure schedules (“Supplemental Disclosure Schedules”) to the others, to update its disclosure schedules: (a) to reflect changes in the ordinary course of business first existing or occurring after the date of this Agreement, which if existing or occurring on or prior to the date of this Agreement, would have been required to be set forth on such schedules, and (b) which updates do not result from any breach of a covenant made by such disclosing Party or its Affiliates in this Agreement. Other than any updates permitted by the prior sentence, no Supplemental Disclosure Schedule shall affect any of the conditions to the Parties’ respective obligations under the Agreement (including for purposes of determining satisfaction or waiver of the conditions set forth in Article VIII), or any other remedy available to the Parties arising from a representation or warranty that was or would be inaccurate, or a warranty that would be breached, without qualification by the update.
Supplemental Disclosure Schedules. During the period from the date of this Agreement until the initial Registration Statement is filed by OAC with the SEC in accordance with Section 5.11, each of the Company, on the one hand, and OAC and Merger Sub, on the other hand, shall have the right, by providing one or more written supplemental disclosure schedules (“Supplemental Disclosure Schedules”) to the other parties, to update its Disclosure Schedules to disclose updates: (a) to reflect changes in the ordinary course of business first existing or occurring after the date of this Agreement, which if existing or occurring on or prior to the date of this Agreement, would have been required to be set forth on such schedules, and (b) which updates do not result from any breach of a covenant made by such disclosing Party or its Affiliates in this Agreement. Other than any updates permitted by the prior sentence, no Supplemental Disclosure Schedule shall affect any of the conditions to the Parties’ respective obligations under the Agreement (including for purposes of determining satisfaction or waiver of the conditions set forth in Article VII), or any other remedy available to the Parties arising from a representation or warranty that was or would be inaccurate, or a warranty that would be breached, without qualification by the update.
Supplemental Disclosure Schedules. During the Interim Period, each of the Company and the Parent shall have the right, by providing one or more written supplemental disclosure schedules (“Supplemental Disclosure Schedules”) to the other, to update its disclosure schedules (and with respect to the Parent, the disclosures by the Purchaser and Merger Sub) to disclose updates: (a) to reflect changes in the ordinary course of business first existing or occurring after the date of this Agreement, which if existing or occurring on or prior to the date of this Agreement, would have been required to be set forth on such schedules, and (b) which updates do not result from any breach of a covenant made by such disclosing Party or its Affiliates in this Agreement. Other than any updates permitted by the prior sentence, no Supplemental Disclosure Schedule shall affect any of the conditions to the Parties’ respective obligations under the Agreement (including for purposes of determining satisfaction or waiver of the conditions set forth in Article VIII), or any indemnification rights under Article VII or any other remedy available to the Parties arising from a representation or warranty that was or would be inaccurate, or a warranty that would be breached, without qualification by the update.
Supplemental Disclosure Schedules. Each of Shoney's and Enterprises shall supplement the Schedules to this Agreement, the Enterprises Disclosure Letter and the Shoney's Disclosure Letter as of the Closing Date to the extent necessary to reflect matters permitted by, or consented to by, the other party under this Agreement. In addition, from time to time prior to the Closing Date, each of Shoney's and Enterprises will promptly deliver to the other party such amendments or supplements to the Schedules to this Agreement, the Enterprises Disclosure Letter and the Shoney's Disclosure Letter as may be necessary to make the Schedules accurate and complete in all material respects as of the Closing Date; provided, however, that no such disclosure shall have any effect for the purpose of determining the satisfaction of the conditions set forth in Article IX of this Agreement.
Supplemental Disclosure Schedules. Each of Star and EFCC shall supplement their respective Disclosure Schedules delivered in connection with this Agreement as of the Effective Time to the extent necessary to reflect matters permitted by, or consented to by, the other party under this Agreement. In addition, from time to time prior to the Effective Time, each of Star and EFCC will promptly deliver to the other party such amended or supplemental Disclosure Schedules as may be necessary to make the Schedules accurate and complete in all material respects as of the Effective Time; provided, however, that no such disclosure shall have any effect for the purpose of determining the satisfaction of the conditions set forth in Article VI of this Agreement.
Supplemental Disclosure Schedules. At least five business days prior to the Effective Time, Parent and the Company shall each be entitled to deliver to the other an amended or supplemented Company Disclosure Schedule or Parent Disclosure Schedule, as applicable (each a "Disclosure Schedule Update"). If either Disclosure Schedule Update reflects a Material Adverse Effect since the date of this Agreement with respect to the party delivering such Disclosure Schedule Update or developments which are reasonably likely to have a Material Adverse Effect on such party, then the other party shall have the right to either (i) accept the Disclosure Schedule Update and close the Merger subject to such disclosures or (ii) reject the Disclosure Schedule Update and exercise its right to terminate this Agreement pursuant to Section 9.1 of this Agreement.
Supplemental Disclosure Schedules. Each of Acquiror and the Company shall supplement their respective Disclosure Schedules delivered in connection with this Agreement as of the Closing Date to the extent necessary to reflect matters permitted by, or consented to by, the other party under this Agreement. In addition, from time to time prior to the Closing Date, each of Acquiror and the Company will promptly deliver to the other party such amended or supplemental Disclosure Schedules as may be necessary to make the Schedules accurate and complete in all material respects as of the Closing Date; provided, however, that no such disclosure shall have any effect for the purpose of determining the accuracy of any representation or warranty given by either party hereto to the other party hereto or the satisfaction of the conditions set forth in Article VI of this Agreement.
Supplemental Disclosure Schedules. (a) Seller shall have the right, no later than five (5) Business Days prior to the Closing Date, to amend the Schedules to disclose additional matters that, had such additional matters existed or occurred on or prior to the date of this Agreement, would have been required to be set forth or described in the Schedules delivered to Purchaser on the date of this Agreement in order to make Seller’s representations and warranties true and correct as of the date of this Agreement and as of the Closing; provided, however, that any such additional matters shall be limited to events or developments actually occurring after the date of this Agreement (“Disclosed Additional Matters”). Notwithstanding the foregoing, for purposes of determining whether conditions set forth in Section 8.2 have been fulfilled, any Disclosed Additional Matters shall be disregarded, and the Schedules shall be deemed to include only that information contained therein on the date of this Agreement. If the Closing occurs, all Disclosed Additional Matters will be treated as if they had been included in the Schedules as of the date of this Agreement for the purpose of determining whether any Purchaser Indemnitee is entitled to indemnification for breach of a representation and warranty of the Seller pursuant to Section 11.4(c). Notwithstanding anything herein to the contrary, no additional disclosure item with respect to actions taken in violation of Section 7.6 shall derogate from the rights of any applicable Person under Article 11 or otherwise contemplated hereunder with respect to such breach of the covenant in Section 7.6.
Supplemental Disclosure Schedules. (a) The Sellers and the Company may, at any time and from time to time not less than five (5) Business Days prior to the Closing, by notice in accordance with the terms of this Agreement, supplement any one or more Parts of the Disclosure Schedule; provided, that, except as expressly provided below in this Section 4.13, such supplements shall not be deemed to amend the Disclosure Schedule or qualify the related representations and warranties of the Sellers or the Company herein. With respect to any item or matter that relates solely to actions, occurrences, facts, developments or events that (i) both arise and become known to the Sellers and the Company, as applicable, after the date hereof and would have been required or permitted to be set forth or described in the Disclosure Schedule had such matter existed as of the date hereof, (ii) does not arise from a breach of this Agreement, and (iii) either (A) is not material to the Acquired Companies, taken as a whole, or to the Sellers, or (B) arises out of or is attributable to any item described in parts (i) through (vi) of the definition of “Material Adverse Effect” in ARTICLE I, the item in such supplemental disclosure shall be deemed to amend the Disclosure Schedule and qualify the representations and warranties of the Sellers and the Company, as applicable; provided, however, that any updates to Parts 3.1(k) and 3.1(r) of the Disclosure Schedule with respect to actions, occurrences, facts, developments or events that arise after the date hereof shall be deemed to amend the Disclosure Schedule and qualify the related representations and warranties of the Company to the extent that the items reflected in such updates were not entered into in breach of this Agreement, without reference to clauses (i) and (iii) of this Section 4.13. Any other supplemental disclosures to the Disclosure Schedule shall not be deemed to amend the Disclosure Schedule, shall be made without effect to or qualification of any of the related representations and warranties of the Sellers and the Company contained in this Agreement, and shall have no effect on the right of the Buyer Indemnitees to indemnification.
Supplemental Disclosure Schedules. During the Pre-Closing Period, MLB and OVB will promptly supplement or amend the OVB Disclosure Schedule and the MLB Disclosure Schedule, as applicable, to reflect any matter which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in such disclosure schedule or which is necessary to correct any information in such disclosure schedule which has been rendered inaccurate thereby. No supplement or amendment to such disclosure schedule shall have any effect for the purpose of determining satisfaction of the conditions set forth in Section 6.2(a) or Section 6.2(b) (in the case of OVB) or Section 6.3(a) or Section 6.3(b) (in the case of MLB) or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.
