Supplements to Disclosure Schedules. From time to time prior to the Closing Date, each party hereto shall supplement or amend its Disclosure Schedules with respect to any matter hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in its Disclosure Schedules or that is necessary to correct any information in its Disclosure Schedules or in its representations and warranties that have been rendered inaccurate thereby. The Disclosure Schedules delivered by a party hereto 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.
Supplements to Disclosure Schedules. The Seller shall promptly, from time to time prior to the Closing by written notice to the Purchaser, supplement the Seller Disclosure Schedule or add a schedule to the Seller Disclosure Schedule (such added schedule to be deemed a supplement hereunder) in order to disclose any matter which, if occurring prior to the date of this Agreement, would have been required to be set forth or described in the Seller Disclosure Schedule or to correct any inaccuracy or breach in the representations and warranties made by the Seller in this Agreement. Subject to this Section 5.6, none of such supplements to the Seller Disclosure Schedule will be deemed to cure the representations and warranties to which such matters relate with respect to satisfaction of the conditions set forth in Section 6.1(a) or otherwise affect any other term or condition contained in this Agreement; provided, however, that unless the Purchaser will have delivered a notice of termination with respect to such matter as contemplated by Section 7.1(b) (to the extent the Purchaser is entitled to deliver such notice pursuant to Section 7.1(b)) within fifteen (15) Business Days of the receipt by the Purchaser of any supplement to the Seller Disclosure Schedule pursuant to this Section 5.6, then the Purchaser will have waived any and all rights to terminate this Agreement pursuant to Section 7.1(b) or otherwise arising out of or relating to the contents of such supplement and the resulting breach or breaches of the representations and warranties and the Purchaser will be deemed to have accepted the contents of such supplement for all purposes of this Agreement.
Supplements to Disclosure Schedules. It is understood and agreed that, with respect to the representations and warranties of Seller contained in Article III hereof, Seller shall have the continuing obligation until the Closing Date to supplement, modify or amend promptly the schedules set forth in this Agreement (collectively, the "Schedules") with respect to: (i) any matter occurring after the date hereof that, if existing or occurring on or before the date of this Agreement, would have been required to be set forth or described in the Schedules ("Seller New Matters"), and (ii) other matters which are not Seller New Matters but should have been set forth or described in the Schedules as of the date hereof ("Seller Other Matters"). The disclosure provided by Seller in any such amended, supplemented or revised Schedule shall in no way affect or be deemed to limit Purchaser's right and option, exercisable at any time prior to the Closing, to provide written notice to Seller that Purchaser has elected to terminate this Agreement and the Acquisition if, in the exercise of Purchaser's commercially reasonable good faith judgment, items added to the Schedules that were not included in the Schedules in the form attached to this Agreement at the time of execution, disclose that matters exist which may have, individually or in the aggregate, a Material Adverse Effect. If Purchaser does not elect to terminate this Agreement as provided above, this Agreement shall remain in full force and effect subject to the express provisions hereof. Any such supplement, modification or amendment (i) that reflects a Seller New Matter shall qualify Seller's representations and warranties for all purposes of this Agreement and (ii) that reflects one or more Seller Other Matters shall not qualify any of Seller's representations and warranties for any purpose under this Agreement, and shall be provided solely for informational purposes. On or before the Closing Date, Seller will prepare and deliver to Purchaser a copy of the Schedules revised to reflect any supplement, modification or amendment required pursuant to this Section 5.8. Seller shall use commercially reasonable efforts to deliver any such supplemented, modified or amended Schedules to Purchaser at least three (3) Business Days before the Closing Date. 5.9
Supplements to Disclosure Schedules. From time to time prior to Closing, Target shall promptly supplement or amend the Target Disclosure Schedule with respect to any matter hereafter arising which, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Target Disclosure Schedule or in any representation and warranty of Target which has been rendered inaccurate thereby. For purposes of determining the accuracy of the representations and warranties of Target contained in Article II in order to determine the fulfillment of the condition set forth in Section 6.01, the Target Disclosure Schedule delivered by Target 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. Public Corporation shall have similar obligations.
Supplements to Disclosure Schedules. From time to time prior to the Effective Date, FBC shall create, supplement and amend one or more schedules to this Agreement for the purpose of reflecting any matter hereafter arising that would make any representation or warranty set forth in Article V inaccurate (the “FBC Disclosure Schedules”). For purposes of determining (i) the fulfillment of the condition set forth in Section 10.1 as of the Closing Date and (ii) the accuracy of the representations and warranties contained in Article V if the Consolidation is not consummated, the FBC Disclosure Schedules shall be deemed to include only the 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. If the Consolidation is not consummated, delivery of any supplemental disclosure schedules pursuant to this section will not affect the rights and remedies of the parties hereunder. For purposes of determining the accuracy of the representations and warranties contained in Article V if the Consolidation is consummated, the FBC Disclosure Schedules shall be deemed to include all information contained in any supplement or amendment thereto made before the Closing Date. If any supplement to any FBC Disclosure Schedule shall be delivered within five days of the Closing Date, at the option of the Bank the Closing Date may be delayed to permit the Bank to have a period of at least ten days to consider such supplement.
Supplements to Disclosure Schedules. From time to time prior to the Effective Time, SuperShuttle and Southern will each promptly supplement or amend their respective Disclosure Schedules 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 any such Disclosure Schedule or which is necessary to correct any information in any such Disclosure Schedule which has been rendered inaccurate thereby. No supplement or amendment to any such Disclosure Schedule shall have any effect for the purpose of determining satisfaction of the conditions set forth in Sections 7.2 or 7.3 of this Agreement, as the case may be, except as otherwise provided in Sections 7.2(a) and 7.3(a).
Supplements to Disclosure Schedules. Buyers agree that from time to time after the execution of this Agreement and up to three (3) business days prior to the Closing Date, Sellers shall supplement and/or amend the Disclosure Schedules with respect to any matter hereafter arising which, if existing on the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules (such supplements and/or amendments are hereinafter referred to as the "Disclosure Supplements"). In the event any matter set forth in such Disclosure Supplements (i) would have a material adverse effect on the Transferred Assets or the Assumed Liabilities, or (ii) was known to Sellers and Parent on the date of this Agreement and intentionally omitted by them from the Disclosure Schedules, Buyers shall have the option not to proceed with the Closing and shall be entitled to unilaterally terminate this Agreement in accordance with Article X herein; provided however, Buyers provide to Sellers and Parent written notice of such election to terminate this Agreement on the earlier of three (3) business days after receipt of the Disclosure Supplement or the Closing Date.
Supplements to Disclosure Schedules. Without limiting the parties' obligations under Section 5.4, from time to time prior to the Closing, the ATMI Group and the ADCS Group will promptly supplement or amend the respective disclosure schedules which they have delivered pursuant to this Agreement 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 any such disclosure schedule or which is necessary to correct any information in any such disclosure schedule which has been rendered inaccurate thereby. No supplement or amendment to any such disclosure schedule shall have any effect for the purpose of determining satisfaction of the conditions set forth in Sections 6.l(a) or 6.2(a) of this Agreement. 5.20.
Supplements to Disclosure Schedules. From time to time prior to the Closing Date, Seller shall promptly provide to Buyer and Probex proposed supplements or amendments to the schedules to this Agreement with respect to any matter arising or changing which, if existing or occurring as of the date of this Agreement, would have been required to be set forth or described in such schedules; provided, however, any such proposed supplements or amendments to the schedules to this Agreement shall not become part of this Agreement unless and until Buyer and Probex shall execute an instrument evidencing their agreement thereto, and such proposals shall not be deemed a waiver by Buyer or Probex of any representation or warranty of Seller contained in this Agreement other than as agreed upon in such instrument.
Supplements to Disclosure Schedules. At least 48 hours prior to the Closing, Holdings and the Owners will supplement or amend the Schedules with respect to any event or development which, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Schedules or which is necessary to correct any information in the Schedules or in any representation and warranty which has been rendered inaccurate by reason of such event or development. For purposes of determining the accuracy as of the date hereof of the representations and warranties contained in SECTION 2 hereof in order to determine the fulfillment of the conditions set forth in Section 4.2(g), the Schedules will be deemed to exclude any information contained in any supplement or amendment hereto delivered after the delivery of the Schedules, provided that if the Closing will take place the Schedules, as so amended, will be deemed the Schedules hereunder for all purposes.
