Supplemental Disclosures. (a) Purchaser agrees that, with respect to the representations and warranties of Seller contained in this Agreement, Seller shall have the continuing right until three (3) Business Days before the Closing Date to, in good faith, add to, supplement or amend or create any Seller Disclosure Schedules to its representations and warranties in Article 4 to the extent necessary to identify any matter first arising after the Execution Date which, if existing on the Execution Date, would have been required to be set forth or described in such Seller Disclosure Schedules and Seller shall provide any additional information regarding such matter that is within its possession or control to the extent reasonably requested by Purchaser. For all purposes of this Agreement, including for purposes of determining whether the conditions to Closing of Purchaser set forth in Article 7 have been fulfilled or satisfied, the Seller Disclosure Schedules to Seller’s representations and warranties contained in this Agreement shall be deemed to include only that information contained therein on the Execution Date and shall be deemed to exclude all information contained in any addition, supplement or amendment thereto; provided, however, that if as a result of the matter that is the subject of such addition, supplement or amendment the conditions to Closing of Purchaser set forth in Article 7 are not satisfied or fulfilled as of the Closing Date, and nonetheless Purchaser elects to waive such conditions and proceed with the Closing, and the Closing shall occur, then, for purposes of Article 11, then all matters giving rise to Purchaser’s termination right shall be deemed waived and Purchaser shall not be entitled to make a claim thereon under this Agreement or otherwise with respect to such matters; provided, that Purchaser shall not waive its rights under Article 11 with respect to any matters arising under this Section 6.8(a) that did not cause the conditions of Closing of Purchaser to fail to be satisfied.
Supplemental Disclosures. The Company or Aspen and Newco may supplement or amend, from time to time, their respective Disclosure Schedules (including by adding additional disclosure schedules relating to matters covered in Article III or Article IV, as applicable) to properly reflect matters, if any, arising after the date hereof or, in the case of matters that are based on the Knowledge of the Company or Aspen and/or Newco, matters, if any, of which the Company or Aspen and/or Newco, as applicable, first acquires such Knowledge after the date hereof. The amending party shall reasonably highlight the changes in the Disclosure Schedules comprising supplements or amendments made pursuant to this Section 5.10. In the event that the changes to the Disclosure Schedules resulting from such supplements and amendments give rise to a Material Adverse Effect, then the non-amending party may terminate this Agreement without liability on the part of the non-amending party to any other party hereto. In order to terminate this Agreement pursuant to this Section 5.10, Aspen and Newco must give notice of such termination to the Company and Linden within ten (10) Business Days following receipt from the Company of such supplemented or amended Disclosure Schedules. In the event that a party terminates this Agreement pursuant to this Section 5.10, such termination shall be such terminating party’s sole remedy hereunder and no party hereto shall have any further liability or obligation to any other party hereto, except in an Action brought or a claim asserted pursuant to Section 8.04(e) or Section 4.14 or as otherwise provided in this Agreement.
Supplemental Disclosures. CEI, CMG and/or Radio will make additional disclosures (the “Supplemental Disclosures”) in appropriate filings with the SEC and shall disseminate them to holders of record of Radio stock, as of the close of business on April 29, 2009, no later than ten (10) days prior to the expiration of the Tender Offer. Counsel for Plaintiffs in the Delaware Action (collectively, “Plaintiffs’ Counsel”) will be provided an opportunity to comment on the Supplemental Disclosures so that the Supplemental Disclosures adequately address those disclosure issues which concern the Plaintiffs. Defendants agree to consider in good faith all comments by Plaintiffs’ Counsel regarding the proposed Supplemental Disclosures.
Supplemental Disclosures. Adolor will make additional disclosures identified in the document attached hereto as Exhibit A in an amendment to the Schedule 14D-9 to be filed with the SEC no later than Tuesday, November 29, 2011. Defendants agree, and the Settlement Agreement will reflect, that the pendency of the Actions and the efforts of Plaintiffs’ Counsel in the Actions were the sole cause of the dissemination of the additional disclosures identified in yellow highlighting in Exhibit A (the “Supplemental Disclosures”).
Supplemental Disclosures. As of the date no later than five (5) Business Days prior to the Closing, Seller shall provide to Purchaser (i) an update to the General Partner Interests Schedule, Limited Partnership Interest Schedule and Other Investments Schedule to reflect any changes to such schedules after the date hereof and (ii) an update regarding any Pending Litigation Matter, Legacy Arbitration or Legacy Proceeding that arises after the date hereof.
Supplemental Disclosures. The Seller and the Buyer shall, from time to time prior to the Closing, by written notice in accordance with this Agreement, supplement, amend or update the Disclosure Schedules to correct, supplement or update any matter which constituted upon execution and delivery of this Agreement or would constitute as of the Closing Date a breach of any representation or warranty contained herein, provided that any such update shall not be effective for purposes of establishing the satisfaction of the conditions contained in Section 7.1 or Section 8.1 insofar as such condition relates to the truth and accuracy of the representations and warranties of the Seller and the Buyer, respectively, as of the date of this Agreement.
Supplemental Disclosures. Seller shall have the continuing obligation to supplement promptly and amend the Schedules as necessary or appropriate with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules; provided, however, that for the purpose of the rights and obligations of the parties hereunder, any such supplemental or amended disclosure shall not, except as Purchaser may otherwise agree in writing, be deemed to have cured any breach of any representation or warranty made in this Agreement.
Supplemental Disclosures. Sellers and Indemnifying Stockholders shall have the continuing obligation to supplement promptly and amend the Disclosure Schedule as necessary or appropriate with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule; PROVIDED, HOWEVER, that for the purpose of the rights and obligations of the parties hereunder, any such supplemental or amended disclosure shall not, except as Purchaser may otherwise agree in writing, be deemed to have cured any breach of any representations or warranty made in this Agreement.
Supplemental Disclosures. Seller shall have the continuing obligation to supplement promptly and amend the Schedules as necessary or appropriate with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules; provided, however, that for the purpose of the rights and obligations of the parties hereunder, any such supplemental or amended disclosure shall not, except as Purchaser may otherwise agree in writing, be deemed to have cured any breach of any representation or warranty made in this Agreement. Notwithstanding the foregoing, if Purchaser elects to proceed with the Closing, Purchaser shall be deemed to have waived the right thereafter to assert any claim pursuant to Article X hereunder with respect to any matter specifically and accurately disclosed by Seller in such supplemental or amended disclosure.
Supplemental Disclosures. Matters disclosed in the Form S-1, as amended, through and including the Agreement Effective Date. SCHEDULE 5.06 TO REVOLVING CREDIT AGREEMENT
