Update of Schedules. Each of Schedules 7.05(b) (in respect of the lists of Patents, Trademarks, and Copyrights under Section 7.05(b)(i)), 7.05(c), 7.06, 7.14, 7.15 and 7.16 may be updated by Borrower from time to time in order to reflect any material change and insure the continued accuracy of such Schedule as of any upcoming date on which representations and warranties are made incorporating the information contained on such Schedule. Such update may be accomplished by Borrower providing to the Lenders, in writing (including by electronic means), a revised version of such Schedule in accordance with the provisions of Section 12.02. Each such updated Schedule shall be effective immediately upon the receipt thereof by the Lenders.
Update of Schedules. Each of Schedules 1 through 8 may be updated by Grantors from time to time to insure the continued accuracy of the representations set forth in this Section 2 to be made on any upcoming date on which representations and warranties are made incorporating the information in such Schedule, by Borrower providing notice (attaching an amended and restated version of such Schedule) in accordance with Section 14.02 of the Credit Agreement, or at such other times and in such manner and as set forth in the Credit Agreement.
Update of Schedules. Schedules 7.05(b) (in respect of the lists of Patents, Copyrights and Trademarks under Section 7.05(b)(i) only), 7.05(c), 7.06, 7.12, 7.13(a) and (b), 7.14, 7.16, 7.17 and 7.19 may be updated by Borrower prior to each Borrowing Date to insure the continued accuracy of such Schedule as of such Borrowing Date, by Borrower providing to the Lenders, in writing (including via electronic means), a revised version of such Schedule in accordance with the provisions of Section 12.02. Each such updated Schedule shall be effective immediately upon the receipt thereof by the Lenders. Lenders and Borrower agree to update Schedule 1 prior to the second Borrowing and the third Borrowing to adjust the number of Warrants (in accordance with the definition thereof) to be issued at such Borrowing, which calculation shall take into account the Common Stock Outstanding as determined at such time.
Update of Schedules. Any Schedule referenced in Article V may be periodically updated by any Loan Party as often as is necessary to insure the continued accuracy of such Schedule, by such Loan Party providing to the Administrative Agent, in writing or via electronic means, a revised version of such Schedule in accordance with the provisions of Section 11.02. Each such updated Schedule shall be effective immediately upon the receipt thereof by the Administrative Agent.
Update of Schedules. Each of Schedules 7.05(b)(i), 7.05(c), 7.14 and 7.16 may be updated by Lead Borrower from time to time in order to ensure the continued accuracy of such Schedule as of any upcoming date on which representations and warranties are made incorporating the information contained on such Schedule. Such update may be accomplished by Lead Borrower providing to Administrative Agent, in writing (including by electronic means), a revised version of such Schedule in accordance with the provisions of Section 13.02. Each such updated Schedule shall be effective immediately upon the receipt thereof by Administrative Agent.
Update of Schedules. With respect to the representations and warranties of Seller contained in this Agreement, Seller shall have the continuing right until Closing to add, amend or supplement the Schedules to its representations and warranties with respect to any matter first learned of by Seller (provided that Seller shall not have Knowledge of such matter on or prior to the Execution Date) or first arising after the Execution Date which, if existing at the Execution Date or thereafter, would have been required to be set forth or described in such Schedules; provided that Seller shall use its commercially reasonable efforts to provide Purchaser with oral notice by telephone at least two (2) Business Days prior to any such addition, amendment, or supplement to the Schedules, and Seller shall cooperate with Purchaser as reasonably requested by Purchaser with respect to drafting any such addition, amendment, or supplement to the Schedules. Except as set forth in the last sentence of this Section 5.4, any disclosure in any such addition, amendment or supplement shall not be deemed to have subsequently cured any inaccuracy in or breach of any representation or warranty as of the date made in this Agreement, including for the purposes of indemnification and termination rights contained in this Agreement or determining whether the conditions set forth in Section 7.2(a) have been fulfilled. Notwithstanding the foregoing, in the event that (a) the conditions set forth in Section 7.2(a) are not fulfilled as a result of, in whole or in part, all or any matters that Seller has included in any addition, amendment or supplement to any Schedules pursuant to this Section 5.4 and (b) Purchaser elects to proceed with Closing notwithstanding the conditions set forth in Section 7.2(a) not being fulfilled, then in such event all disclosures in any such addition, amendment or supplement shall be deemed to have cured any applicable inaccuracy or breach of any representation or warranty contained in this Agreement for the purposes of determining Seller’s indemnity obligations under Article 11, and Seller shall be deemed to have waived any remedy with respect to such disclosures.
Update of Schedules. From time to time prior to the Closing Date and in accordance with the last sentence of this Section 5.11, Seller shall supplement or amend the Schedules with respect to any event, development, occurrence or non-occurrence of an event hereafter arising and of which Seller has Knowledge (each a “Schedule Supplement”) if such event, development, occurrence or non-occurrence of an event has caused, or would reasonably be expected to cause, any representation or warranty made by it to be untrue or inaccurate. For all purposes, including for purposes of Article 9 and for purposes of determining whether the conditions to Closing set forth in Article 6 have been fulfilled, the Schedules shall be deemed to include only that information contained in the Schedules on the Execution Date and shall be deemed to exclude the Schedule Supplement; provided, however, that if such event, development, occurrence or non-occurrence of any event which is the subject of the Schedule Supplement gives Buyer the right to terminate this Agreement on account of a breach of Seller’s representations, warranties and covenants under this Agreement relating to the Schedule Supplement, but Buyer does not terminate this Agreement and Closing occurs, then Buyer shall not be entitled to make any indemnity Claim with respect to the matter or matters on the Schedule Supplement that gave Buyer the right to terminate this Agreement. Seller agrees to provide any such Schedule Supplement to Buyer (i) no later than 5 Business Days prior to the Closing Date with respect to any event, development, occurrence or non-occurrence of an event that arises prior to the 5th Business Day prior to the Closing Date, and (ii) promptly (but in any event within 1 Business Day) following any event, development, occurrence or non-occurrence of an event that arises after the fifth Business Day prior to the Closing Date and before 1 Business Day prior to the Closing Date.
Update of Schedules. The parties acknowledge and agree that, no later than five (5) days prior to the Closing Date, Conexant may update or supplement Parts 2.1 through 2.19 of the Conexant Disclosure Schedule solely for the purpose of reflecting events or occurrences occurring after the date hereof by providing to the Company and Carlyle an updated or supplemented Conexant Disclosure Schedule (which shall be marked to show changes against the original Conexant Disclosure Schedule). Such updated parts of the Conexant Disclosure Schedule shall, solely for the purpose of Section 6.1 hereof (and not for the purpose of Section 8 hereof), be deemed to have amended the relevant parts of the Conexant Disclosure Schedule unless the events or occurrences reflected in such updated or supplemented parts of the Conexant Disclosure Schedule have or would reasonably be expected to have a Conexant Material Adverse Effect.
Update of Schedules. As soon as available and in any event within 30 days after the end of each fiscal year of the Borrower and when necessary in connection with a repetition of any representation or warranty referring thereto in connection with any Draw Request, a report supplementing the Schedules hereto, including without limitation (i) new Subsidiaries of the Borrower and ownership of the Stock thereof, (ii) any change in the designation of any BTA as in, or any addition, deletion or other change to, Schedule 1.01 and (iii) a description of such other changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete in all material respects.
Update of Schedules. (a) Not less than ten (10) Business Days prior to the proposed Closing Date, the Company may elect to amend or supplement the disclosure schedules to this Agreement with respect to any events, facts or circumstances first arising or occurring after the date hereof by delivery of such amended or supplemental disclosure schedules to the Company (the “Updated Schedules”) all of which Updated Schedules shall be delivered on a single occasion. In the event that the Company delivers the Updated Schedules to Purchaser, and the aggregate amount of Losses reasonably expected by Purchaser to be incurred by the Purchaser Indemnified Parties based upon or resulting from the matters set forth in the Updated Schedules exceeds $500,000, then Purchaser shall have the option, in its sole and absolute discretion, to terminate this Agreement by delivery of written notice to the Seller Representative within seven (7) Business Days of its receipt of the Updated Schedules. If Purchaser timely delivers such a written notice of termination, the Seller Representative shall have the option to either (i) cause the Company to cure all such breach(es) disclosed on the Updated Schedules within thirty (30) days from delivery of such notice (during which thirty (30) day period, Purchaser shall not be required to consummate nor shall it be permitted to terminate the transactions contemplated by this Agreement and after which this Agreement shall terminate unless such breach(es) have been cured in all material respects), or (ii) in the event that the aggregate amount of Losses reasonably expected to be incurred by the Purchaser Indemnified Parties based upon or resulting from the matters set forth in the Updated Schedules is less than $3,000,000, to elect in writing (in a form reasonably satisfactory to Purchaser) to indemnify and hold harmless the Purchaser Indemnified Parties from and against all Losses (in excess of the Basket) based upon or resulting from the matters set forth in the Updated Schedules. If Purchaser does not timely deliver such termination notice to the Seller Representative, or if such termination notice is timely delivered and the Primary Indemnitors deliver the written agreement described in the previous sentence, then Purchaser shall be deemed to have consented to the Updated Schedules and from and after the Closing, the Updated Schedules shall have the effect of amending and supplementing, as applicable, the disclosure schedules as if such amendment or supplement w...
