Update to Disclosure Sample Clauses

Update to Disclosure. (a) Between the date of this Agreement and the Closing, Seller shall promptly inform Buyer in writing should it become aware of the existence or occurrence of (i) any representation or warranty in this Agreement made as of the date hereof being untrue or of any breach of any covenant of Seller in this Agreement (“Pre-Signing Supplemental Information”) or (ii) any matter arising after the date hereof but prior to the Closing 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 the Disclosure Letter, (“Post-Signing Supplemental Information”). Pre-Signing Supplemental Information and Post-Signing Supplemental Information shall be taken into account in determining satisfaction of the conditions specified in Section 8.1(a) and Section 8.1(c).
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Update to Disclosure. Between the date of this Agreement and the Closing, Buyer shall promptly inform Seller in writing of any material variances discovered by Buyer or its representatives in the representations and warranties of Seller contained in this Agreement and disclosures related thereto in the Disclosure Letter. Prior to the Closing Date, Seller shall have the right to update the Disclosure Letter (the “Updated Schedules”) but only with respect to a matter arising after the date hereof but prior to the Closing and which, to the Seller’s Knowledge, did not exist in such condition as of the date hereof, which would result in the condition set forth in Section 7.2(a) or 7.2(c) not being satisfied. If Buyer receives such Updated Schedules from Seller, then Buyer shall have the right to (a) terminate this Agreement pursuant to Section 10.1(c)(i) within five (5) Business Days of receipt thereof, or (b) proceed with the Closing, provided that upon the Closing, Buyer shall be deemed to have waived all claims against Seller, including all indemnity claims pursuant to ARTICLE IX, for all such matters set forth in such Updated Schedules.
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Update to Disclosure. From time to time prior to the Closing, the Seller may provide to Buyer information (the “Supplemental Information”) that supplements or amends the Disclosure Schedule, which shall form a part of this Agreement with respect to any matter arising after the date of this Agreement 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 the Disclosure Schedule or that is necessary to correct any information in the Disclosure Schedule that has been rendered inaccurate by such matter arising after the date of this Agreement. Any Supplemental Information delivered pursuant to this Section 6.12 shall be deemed to be a part of the identified section of the Disclosure Schedule to which it relates. To the extent any Supplemental Information is disclosed under this Section 6.12 which, individually or in the aggregate, has a Material Adverse Effect, Buyer shall not be obligated to consummate the Transactions.
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Update to Disclosure. Between the date of this Agreement and the Closing, Buyer shall promptly inform Sellers in writing of any material variances discovered by the Buyer or their representatives in the representations and warranties of MTC and Sellers contained in this Agreement. MTC and Sellers shall have the right to update the Seller Disclosure Schedule (the “Updated Schedules”) with respect to any matter arising after the date hereof but prior to the Closing, provided that Sellers deliver the Updated Schedules to Buyer no later than five business days prior to the Closing Date. If Buyer receives Updated Schedules from Sellers, Buyer shall have the right to (a) terminate this Agreement pursuant to Section 10.1(c)(i), provided the matters disclosed on such Updated Schedules would otherwise result in the condition set forth in Section 7.1 not being satisfied, or (b) proceed with the Closing, provided that Sellers shall not be deemed to be in breach of their representations and warranties hereunder as a result of any updated matter set forth in such Updated Schedules and upon the Closing the Buyer shall be deemed to have waived all claims against Sellers, including all indemnity claims pursuant to Article IX, for all updated matters set forth in such Updated Schedules. For all purposes under this Agreement, the Updated Schedules shall be deemed to supersede and amend the original Disclosure Schedule dated as of the date of this Agreement.
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Update to Disclosure. From time to time prior to the Closing, Seller will supplement or amend the disclosure schedules delivered in connection herewith with respect to any matter 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 such disclosure schedules or which is necessary to correct any information in such disclosure schedules which has been rendered inaccurate thereby. If the Closing occurs, Buyer waives any right or claim it may otherwise have or have had on account of any matter so disclosed in such supplement or amendment.
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Update to Disclosure. From time to time prior to Closing Date, BBT will supplement or amend the disclosure Schedules delivered in connection herewith with respect to any matter 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 such disclosure Schedules or which is necessary to correct any information in such disclosure Schedules which has been rendered inaccurate thereby. If Bosch Telecom elect to close after BBT makes an accurate supplemental disclosure as contemplated in this Section, Bosch Telecom waive any right or claim it may otherwise have or have had on account of any matter so disclosed in such supplement or amendment.
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Update to Disclosure. From time to time prior to the Closing, -------------------- Seller shall promptly provide Buyer with written notice of any matter which, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described on any Schedule or which is necessary to correct any information on any Schedule which has been rendered inaccurate thereby. Notwithstanding anything to the contrary contained herein, no notice shall have any effect for any purpose on any of the representations or warranties of Seller contained herein.
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Update to Disclosure. After the date hereof until three (3) Business Days prior to the Closing Date, the Seller shall have the right to update the Disclosure Schedule (the “Updated Schedules”) but only with respect to a matter occurring after the date hereof but prior to the Closing which would reasonably be expected to result in a Material Adverse Effect. If the Buyer receives such Updated Schedules from the Seller, then the Buyer shall have the right to terminate this Agreement pursuant to Section 9.1(c), within three (3) Business Days of receipt thereof, or proceed with the Closing, provided that upon the Closing, the Buyer shall be deemed to have waived all claims against the Seller, including all indemnity claims pursuant to Article 8, for all such matters included in the Updated Schedules.
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Update to Disclosure. Without limiting either party's right to rely -------------------- on the representations and warranties as set forth herein, each of Cypress and QuickLogic shall provide the other party with updates to the disclosures provided or made available to the other party as to material facts which arises between the date of this Agreement and the Closing Date and which, if they had occurred and been known prior to the date of this Agreement, would have been required to have been disclosed in order to make the representations and warranties contained in Articles III and IV true and correct as of the date of this Agreement. In addition (i) Cypress shall provide QuickLogic with updates if, between the date hereof and the Closing Date, there is a change in the condition of the Transferred Assets or the FPGA Technology which may be reasonably expected to have a materially adverse effect on the condition of the Transferred Assets or the FPGA Technology and (ii) QuickLogic shall provide Cypress with updates if, between the date hereof and the Closing Date, there is a change in the condition (financial or otherwise) of the business, prospects, employees, operations, obligations or liabilities of QuickLogic which, in the aggregate, have or may be reasonably expected to have a materially adverse effect on the condition (financial or otherwise) of the business, operations, obligations or liabilities of QuickLogic.
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Related to Update to Disclosure

  • Notification; Updates to Disclosure Schedule (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of:

  • Consent to Disclosure Each Company Shareholder consents to and authorizes the Company or SPAC, as applicable, to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that the Company or SPAC, as applicable, reasonably determines to be necessary or advisable in connection with the Mergers or any other transactions contemplated by the Merger Agreement or this Agreement, such Company Shareholder’s identity and ownership of such Company Shareholder’s Subject Shares, the existence of this Agreement and the nature of such Company Shareholder’s commitments and obligations under this Agreement, and such Company Shareholder acknowledges that the Company or SPAC may, in their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Company Shareholder agrees to promptly give the Company or SPAC, as applicable, any information that is in its possession that the Company or SPAC, as applicable, may reasonably request for the preparation of any such disclosure documents, and such Company Shareholder agrees to promptly notify the Company and SPAC of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Company Shareholder shall become aware that any such information shall have become false or misleading in any material respect.

  • Supplement to Disclosure Schedules From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three (3) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 with respect to such matter.

  • Supplements to Disclosure Schedules From time to time prior to the Effective Time, 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.

  • ADV Disclosure The Adviser has provided the Trust with a copy of its Form ADV as most recently filed with the Commission and will, promptly after filing any amendment to its Form ADV with the Commission, furnish a copy of such amendments to the Trust. The information contained in the Adviser’s Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

  • Disclosure Updates Promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished to the Lender Group contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

  • Right to Disclose With respect to any information, knowledge, or data disclosed to the Contractor by the Subcontractor, the Subcontractor warrants that the Subcontractor has full and unrestricted right to disclose the same without incurring legal liability to others, and that the Contractor shall have the full and unrestricted rights to use and publish the same as it may see fit. Any restrictions on Contractor’s use of information, knowledge, or data disclosed by Subcontractor must be made known to Contractor.

  • of the Disclosure Schedules (a) to the Company’s Knowledge, the Company owns or possesses sufficient legal rights to all Company Intellectual Property without any conflicts with, or infringement of, the rights of others, and no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party; (b) other than with respect to commercially available software products under standard end-user object code license agreements or standard license agreements for open source software, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Patents, Trademarks, Copyrights, Trade Secrets, licenses, information, proprietary rights and processes of any other Person; (c) no claim has been asserted or, to the Company’s Knowledge, threatened against the Company involving any Intellectual Property; (d) to the Company’s Knowledge, it will not be necessary to use any inventions of any of its employees or consultants made prior to or outside the scope of their employment by the Company; (e) each employee and consultant has (i) assigned to the Company all Intellectual Property rights he or she owns that are related to the business of the Company and (ii) executed an agreement with the Company acknowledging the Company’s exclusive ownership of all Intellectual Property invented, created or developed by such employee or independent contractor within the scope of his or her employment or engagement with the Company; (f) the Company does not utilize any open source software in a manner that requires the Company to disclose, make available, or offer or deliver any portion of the source code of any proprietary Company software or component thereof to any third party.

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