Updated Disclosure Schedules. Seller shall have the right (but not the obligation), no later than five Business Days prior to the Closing Date, to deliver an updated Disclosure Schedule to Purchaser (an “Updated Disclosure Schedule”). Any additional disclosures provided in such Updated Disclosure Schedule that were not set forth in the Disclosure Schedule delivered by Seller to Purchaser on the Effective Date shall be deemed to have qualified the representations and warranties made by Seller as of the Closing Date (and to cure any inaccuracy in such representations and warranties as of the Closing Date that would otherwise have existed) and be taken into account solely for the purpose of determining whether the representations or warranties made by the Seller in ARTICLE 3 are true and correct as of the Closing (and, for the avoidance of doubt, not as of the Effective Date) for purposes of Seller’s indemnity pursuant to ARTICLE 8 and, for the avoidance of doubt, shall not be taken into account for the purpose of determining whether the condition to the Closing set forth in Section 6.1(b) has been satisfied. The right to deliver an Updated Disclosure Schedule shall be at Seller’s sole discretion, and the failure of Seller to deliver an Updated Disclosure Schedule hereunder (or to otherwise notify Purchaser in the event a representation or warranty made by Seller hereunder is or becomes untrue) shall not constitute a breach of this Agreement or give rise to any Liability of Seller (other than pursuant to the indemnity obligations set forth in ARTICLE 8 in the event of an inaccuracy of the representations and warranties made by Seller in ARTICLE 3).
Updated Disclosure Schedules. Between the date of this Agreement and the Closing Date, if any Controlling Shareholder or the Company becomes aware of any fact or condition that causes any of the representations and warranties in this Agreement to become untrue, misleading, or inaccurate in any material respect, such party will promptly deliver to Purchaser an updated Disclosure Schedule ("Updated Disclosure Schedule") setting forth the facts or conditions that cause such representation, warranty, or Disclosure Schedule to become untrue, misleading, or inaccurate.
Updated Disclosure Schedules. A certificate signed by the chief financial officer or chief executive officer of the Borrower dated as of the Sixth Amended and Restated Effective Date, proposing any necessary changes to the Schedules to this Agreement in form and substance reasonably satisfactory to the Agent occurring after the Original Closing Date.
Updated Disclosure Schedules. From time to time prior to the Closing, Company shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules with respect to any matter arising after the Effective Date, which, if existing, occurring or known as of the Effective Date, would have been required to be set forth or described in the Disclosure Schedules (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(a) have been satisfied. Parent shall have the right to terminate this Agreement if a Schedule Supplement discloses information that will have a Material Adverse Effect; provided, however, that if Parent does not elect to terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement and/or elects to proceed with the Closing after receipt of such Schedule Supplement, Parent 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 8.02 with respect to such matter unless and to the extent Parent has within three (3) Business Days of its receipt of such Schedule Supplement (and in any event prior to the Closing) provided written notice to the Company of the specific disclosures set forth on the applicable Schedule Supplement with respect to which the Parent reasonably believes would result in an indemnifiable Losses and with respect to which the Parent declines to waive its right to indemnification under Section 8.02 (the “Contested Disclosures”), in which case (i) Company and Parent shall meet prior to the Closing to discuss such Contested Disclosures, determine in good faith whether and to what extent the Contested Disclosures have or will result in indemnifiable Losses and the dollar value of such Losses, (ii) if after meeting in accordance with clause (i), Company and Parent are unable to agree as to whether the Contested Disclosures have or will result in indemnifiable Losses and the dollar value of such Losses, the Company and Parent will appoint a mutually agreeable independent accounting firm (the “Accounting Firm”) (which Accounting Firm shall be a national or regional a...
Updated Disclosure Schedules. The Buyer shall be satisfied in its sole discretion with any disclosures contained on any Updated Disclosure Schedules.
Updated Disclosure Schedules. Updated Disclosure Schedules delivered by Borrowers at the request of Lender.
Updated Disclosure Schedules. Seller shall promptly disclose to Purchaser in writing any information contained in the representations and warranties or the Disclosure Schedules which, because of an event occurring after the Effective Date, is incomplete or is no longer correct as of all times after the Effective Date until the Closing Date and shall, three days before the Closing Date, document all such disclosures in an updated Disclosure Schedule. Such updated Disclosure Schedule shall not be deemed to amend or supplement the representations and warranties of Seller or the Disclosure Schedules thereto for the purposes of Article V of this Agreement unless Purchaser shall have consented thereto in writing.
Updated Disclosure Schedules. As of the date hereof, the Company makes the representations and warranties to Purchaser set forth in Article IV of the Stock Purchase Agreement and the Sellers make the representations and warrants to Purchaser set forth in Article V of the Stock Purchase Agreement (in each case as modified by this Amendment), references such representations and warranties to “as of the date hereof” shall refer to the date of this Amendment and each of the Company and Seller is simultaneously with the execution of this Amendment, delivering to Purchaser updated and revised disclosure schedules as of the date hereof, which shall be the “Company Disclosure Schedule” and “Seller Disclosure Schedule” referenced in the Stock Purchase Agreement.
Updated Disclosure Schedules. From the date hereof through the Closing Date, Sellers and Purchaser shall update those portions of the Schedules relating to the representations and warranties contained in Article IV and Article V, respectively, in each case to reflect any matter first existing or occurring after the date of this Agreement. No such supplement or amendment to the Schedules shall be deemed to cure any breach of a representation or warranty; however, if such supplement or amendment relates to an action or occurrence permitted hereunder, such supplement or amendment will be effective for all purposes of this Agreement, provided that the amendments shall be disregarded for the purposes of compliance with Section 7.1.
Updated Disclosure Schedules. The Company shall have delivered to Buyer the Updated Disclosure Schedules.
