Schedule Supplement. From time to time prior to the Closing, the Seller Group shall have the right and obligation to supplement or amend the Disclosure Schedules hereto with respect to any matter first arising or otherwise occurring after the date hereof (each a “Schedule Supplement”), and each such Schedule Supplement shall be deemed to be incorporated into and to supplement the Disclosure Schedules as of the date hereof and as of Closing Date and the Seller Group shall have no liability with respect to representation made as of the date hereof as amended by the Schedule Supplement; provided, however, that Purchaser Group has the right to terminate this Agreement prior to the Closing by written notice to the Seller Group in the event any such Schedule Supplement contains a matter materially adverse to the Purchaser Group in its discretion. In the event that the Purchaser Group does not exercise its right to terminate this Agreement prior to the Closing, then the Purchaser Group shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter under any of the conditions set forth in Section 12.14.
Schedule Supplement. The Borrower shall concurrently with the delivery of financial statements pursuant to Section 9.1(a), deliver to the Administrative Agent and the Collateral Agent a certificate of an Authorized Officer of the Borrower supplementing Schedules 8.6(a), 8.6(b), 8.6(c) and 8.6(d) of this Agreement and Schedules 2, 3, 4, 5 and 6 of the Security Agreement, or in each case confirming that there has been no change in such schedule since the Closing Date or the Authorized Officer’s certificate most recently-delivered pursuant to this Section 9.2.
Schedule Supplement. Not later than ten (10) Business Days from the Closing Date, deliver to the Agent a supplement to Schedule 3.06 which supplement shall be satisfactory in form and substance to the Agent and, if satisfactory, Schedule 3.06 shall be deemed to be amended to incorporate such supplement.
Schedule Supplement. From time to time prior to the Closing, Seller shall have the right to supplement or amend the disclosure schedules hereto with respect to any matter first arising or otherwise occurring after the date of this Agreement (each a “Schedule Supplement”), and each such Schedule Supplement shall be deemed to be incorporated into and to supplement the disclosure schedules as of the Closing Date. Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty of contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement.
Schedule Supplement. Prior to the First Closing, the Seller Parent shall periodically supplement or amend the Disclosure Schedule with respect to any matter arising or discovered after the date of this Agreement, which if existing or known at the date of this Agreement would have been required to be set forth or described in such Disclosure Schedule; provided that, the Seller Parent shall not (A) supplement or amend the Disclosure Schedule more than twice in such period, (B) supplement or amend the Disclosure Schedule following the date falling forty-five (45) days prior to when the First Closing is reasonably expected to occur. Any disclosure in any such supplement or amendment 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 ARTICLE VIII-A have been satisfied; provided, however, that if any such disclosure provides the Buyer Parent the right, pursuant to Section 9.1(a), to terminate this Agreement and the Buyer Parent does not elect to so terminate within forty-five (45) days after the Buyer Parent’s receipt of such supplement or amendment, then (A) the disclosure in such supplement or amendment shall be incorporated fully into the Disclosure Schedule for purposes of the termination rights contained in this Agreement and of determining whether or not the conditions set forth in ARTICLE VIII have been satisfied and (B) the Buyer Parent shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matters disclosed on such supplement or amendment (but, for the avoidance of doubt, shall not be deemed to have irrevocably waived its right to indemnification under ARTICLE X with respect to such matters). Nothing in this Agreement, including this Section 5.8(a), shall imply that the Seller Parent is making any representation or warranty as of any date other than the date of this Agreement and/or the applicable Closing Date (as specified in the applicable representation or warranty).
Schedule Supplement. Buyer shall have approved any Schedule Supplement delivered by Selling Parties pursuant to Section 4.5.
Schedule Supplement. The Buyer agrees that, with respect to the representations and warranties contained in Article 3, the Seller shall have the continuing right until three (3) Business Days prior to Closing to add, supplement or amend the Schedules to its representations and warranties (including the addition of schedules that are responsive to the representations and warranties contained herein but for which no schedule is contemplated as of the Execution Date) with respect to any event, development, occurrence or non-occurrence of an event hereafter first occurring, or any condition first existing, after the Execution Date (and not resulting from the breach of any of the covenants or agreements herein by the Seller), which, if such event had occurred, or such condition had existed, prior to or on the Execution Date, would have been required to be set forth or described in such Schedules (each, a “Schedule Supplement”). For all purposes of this Agreement, including for purposes of determining whether the conditions set forth in Section 6.1 have been fulfilled, the Schedules to the representations and warranties contained in Article 3 shall be deemed to include only that information contained therein on the Execution Date and shall be deemed to exclude all information contained in the Schedule Supplement; provided, that if the 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 or covenants under this Agreement relating to the Schedule Supplement, but Buyer does not terminate this Agreement and the 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.
Schedule Supplement. From time to time prior to the date that is three (3) Business Days prior to the Closing Date, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto solely to disclose any facts that are not in existence on the date hereof but which arise prior to the Closing and which do not result from a breach of this Agreement (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 7.02 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement as a result of the items disclosed in such Schedule Supplement, then such disclosure shall be deemed to qualify the representation or warranty with respect to which it was disclosed for purposes of determining whether Buyer is entitled to indemnification with respect to a breach of such representation or warranty.
Schedule Supplement. From time to time prior to the Closing Date, Seller shall promptly supplement or amend the Disclosure Schedules hereto to correct any matter that would otherwise constitute a breach of any representation or warranty of Seller contained herein solely to the extent that Seller first has Knowledge of such breach after the Execution Date (each a “Schedule Supplement”), and each such Schedule Supplement shall be deemed to be incorporated into and supplement and amend the Disclosure Schedules as of the Closing Date; provided, however, that any such Schedule Supplement shall be disregarded for purposes of, and shall not affect, the determination of the failure or satisfaction of Buyer’s condition to Closing set forth in Section 10.1(a).
Schedule Supplement. “Schedule Supplement” shall have the meaning set forth in Section 7.5 of this Agreement
