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. 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. 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. 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. 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. From time to time not later than the tenth (10th) day prior to the scheduled Closing Date, Sellers shall have the right (and the obligation) to update or amend in any respect its disclosure of any matter set forth or permitted to be set forth in the Schedules hereto to the extent that such matter was unknown to any officer of any Seller on the date hereof after reasonable due diligence with respect thereto, which fact shall be certified by an executive officer of such Seller. If the information in any such update or amendment could materially adversely affect the Business or Assets or the rights and obligations of Buyer (when compared with the matters set forth in the Schedules immediately prior to such update or amendment) as determined in good faith by Buyer, then Buyer may terminate this Agreement by notice to Sellers not later than the fifth (5th) day prior to the scheduled Closing Date (or later if any such updates occur within ten (10) days of the Closing Date) or, at Buyer's sole option, delay the Closing Date for up to ten (10) days until such date as Buyer concludes for the purpose of making a determination as to whether such update or amendment could materially adversely affect the Business or Assets or the rights and obligations of Buyer. If Buyer fails to terminate this Agreement, the schedules as of the Closing Date shall be deemed to be the schedules as so updated. The parties acknowledge that an update or amendment to the Schedules may contain information relating to provisions of this Agreement that are currently not the subject of exceptions or other disclosures set forth in the Schedules or otherwise provided to Buyer. In such event the affected provisions shall be deemed to be modified by the updated and amended information contained in the revised Schedules.
Update of Schedules. From time to time prior to the Closing Date, COAH may provide updates of all Schedules attached hereto to reflect changes thereto, including changes to any representations and warranties set forth in Article 3., as to which no Schedules have been created as of the date hereof but as to which a Schedule would have been required to have been created on or before the date hereof if such changes had existed on the date hereof; provided, however, that COAH shall deliver such updated Schedules not less than two (2) Business Days prior to the Closing Date and shall provide any additional information with respect to such updated Schedules that the Parent may reasonably request within one (1) Business Day after such request. If any such updated Schedule represents a Material Adverse Change from such Schedule as attached to this Agreement on the date hereof, the Parent may terminate this Agreement in reliance on Section 10.1.
Update of Schedules. Each Borrower shall promptly, but in no event later than thirty (30) days, following a Permitted Acquisition or other event which would result in a material change to any of the information on the disclosure schedules hereto, provide the Administrative Agent with revised schedule(s). The revised schedules must be acceptable in all respects to the Administrative Agent; they will not be acceptable if they disclose actual or potential Events of Default.
Update of Schedules. Prior to the Closing, ABT, the Principal Securityholder and the Securityholders shall promptly disclose to SCT in writing any information set forth in the Schedules hereto which has become inaccurate and any information of the nature of that set forth in the Schedules which arises after the date hereof and which would have been required to be included in the Schedules if such information had existed on the date hereof. Such disclosure shall not limit or affect any of SCT's rights hereunder for or with respect to any misrepresentation or breach of warranty by ABT, the Principal Securityholder or the Securityholders or such Persons failure to fulfill any covenant, agreement or condition contained in this Agreement.
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.