Common use of Supplemental Disclosures Clause in Contracts

Supplemental Disclosures. Genesys or Truli 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 Genesys or Truli and/or Newco, matters, if any, of which Genesys or Truli 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 5.09. 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 5.09, Truli and Newco must give notice of such termination to Genesys within 10 Business Days following receipt from Genesys of such supplemented or amended Disclosure Schedules. In the event that a party terminates this Agreement pursuant to this Section 5.09, 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(d) or as otherwise provided in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Truli Technologies, Inc.)

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Supplemental Disclosures. Genesys Scouted or Truli Recruiter 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 Genesys Scouted or Truli Recruiter and/or Newco, matters, if any, of which Genesys Scouted or Truli Recruiter 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 5.095.10. 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 5.095.10, Truli and Newco the non-amending party must give notice of such termination to Genesys the amending party within 10 Business Days following receipt from Genesys Scouted of such supplemented or amended Disclosure Schedules. In the event that a party terminates this Agreement pursuant to this Section 5.095.10, 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(d) or as otherwise provided in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)

Supplemental Disclosures. Genesys Onewire or Truli Recruiter 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 Genesys Onewire or Truli Recruiter and/or Newco, matters, if any, of which Genesys Onewire or Truli Recruiter and/or Newco, as applicable, first acquires such Knowledge after the date hereof. The amending party Party shall reasonably highlight the changes in the Disclosure Schedules comprising supplements or amendments made pursuant to this Section 5.095.10. 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 Party may terminate this Agreement without liability Liability on the part of the non-amending party Party to any other party Party hereto. In order to terminate this Agreement pursuant to this Section 5.095.10, Truli and Newco the non-amending Party must give notice of such termination to Genesys the amending Party within 10 Business Days following receipt from Genesys Onewire of such supplemented or amended Disclosure Schedules. In the event that a party Party terminates this Agreement pursuant to this Section 5.095.10, such termination shall be such terminating partyParty’s sole remedy hereunder and no party Party hereto shall have any further liability Liability or obligation to any other party Party hereto, except in an Action brought or a claim asserted pursuant to Section 8.04(d) or as otherwise provided in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)

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Supplemental Disclosures. Genesys The Company or Truli 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 Genesys the Company or Truli Aspen and/or Newco, matters, if any, of which Genesys the Company or Truli 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 5.095.10. 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 5.095.10, Truli Aspen and Newco must give notice of such termination to Genesys the Company and Linden within 10 ten (10) Business Days following receipt from Genesys the Company of such supplemented or amended Disclosure Schedules. In the event that a party terminates this Agreement pursuant to this Section 5.095.10, 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(d8.04(e) or Section 4.14 or as otherwise provided in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aspen Group, Inc.)

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