Amendment to Schedules Clause Samples

Amendment to Schedules. A new Schedule 5.16(e) is hereby added to the Credit Agreement in the form attached hereto as Exhibit A:

Amendment to Schedules. The Credit Agreement is hereby amended to delete Schedule 1 (Commitment of Lenders) therefrom and to insert in place thereof a new Schedule 1 in the form of Schedule 1 hereto.

Amendment to Schedules. (a) Schedule 1.01(A) is hereby replaced with Schedule 1.01(A) attached as Annex I hereto. (b) Schedule 1.01(C) is hereby replaced with Schedule 1.01(C) attached as Annex II hereto. (c) Schedule 6.01(r) is hereby replaced with Schedule 6.01(r) attached as Annex III hereto. (d) Schedule 7.02(b) is hereby replaced with Schedule 7.02(b) attached as Annex IV hereto. (e) Schedule 7.02(e) is hereby replaced with Schedule 7.02(e) attached as Annex V hereto.

Amendment to Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the right and continuing obligation until the Closing Date to supplement or amend promptly the Shareholders Disclosure Schedule, the Company Disclosure Schedule or the Buyer Disclosure Schedule (collectively, referred to as the “Disclosure Schedules”) with respect to any matter that would have been or would be required to be set forth or described in the Disclosure Schedules in order to not materially breach any representation, warranty or covenant of such party contained herein. Each amendment or supplement to any Disclosure Schedule shall be clearly marked so as to indicate the amending or supplemental information contained therein, which shall be presented in appropriate detail, and shall be delivered prior to the Closing Date and in the manner provided in Section 8.3. In the event that the Company or Shareholders amend or supplement the Disclosure Schedules pursuant to this Section 3.4 and such amendment or supplement constitutes or reflects, individually or in the aggregate, a material adverse change to the business, assets or prospects of the Company or the Shareholders (all determined in good faith by the Buyer) then Buyer may, by notice to the Company and the Shareholders given not less than one (1) business day prior to the scheduled Closing Date, terminate this Agreement and no party shall have any further obligation hereunder except as specified in Section 5.2.

Amendment to Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until Closing to supplement or amend promptly the Disclosure Schedule with respect to any matter that would have been or would be required to be set forth or described in the Disclosure Schedule in order to not materially breach any representation, warranty or covenant of such party contained herein; provided that no amendment or supplement to the Disclosure Schedule that constitutes or reflects, individually or in the aggregate, a Material Adverse Effect to the Practice or the Assets may be made unless the Purchaser consents to such amendment or supplement, and no amendment or supplement to the Disclosure Schedule that constitutes or reflects a Material Adverse Effect to the Purchaser may be made unless the Physicians and the Clinic consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1, 8.2 and 8.3 have been fulfilled, the Disclosure Schedule hereto shall be deemed to be the Disclosure Schedule as amended or supplemented pursuant to this Section 7.4. In the event that the Physician Parties seek to amend or supplement the Disclosure Schedule pursuant to this Section 7.4 and the Purchaser does not consent to such amendment or supplement, or the Purchaser seeks to amend or supplement the Disclosure Schedule pursuant to this Section 7.4 and Physicians and the Clinic do not consent, this Agreement shall be deemed terminated by mutual consent.

Amendment to Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until Closing to supplement or amend promptly the Disclosure Schedules with respect to any matter that would have been or would be required to be set forth or described in the Disclosure Schedules in order to not materially breach any representation or warranty of such party contained herein; provided that no amendment or supplement to a Disclosure Schedule that constitutes or reflects (either alone or together with all other such changes to the Disclosure Schedule), in the aggregate, a material and adverse change to the net assets, business, properties, financial condition, results of operations, cash flow, business or prospects of the Company as compared with the condition of the Company as of December 31, 1996 (a "Company Material Adverse Change") may be made unless Buyer consents to such amendment or supplement, and no amendment or supplement to a Disclosure Schedule that constitutes or reflects (together with all other changes of such party to the Disclosure Schedule) in the aggregate, a material and adverse change to Buyer's net assets, business, properties, financial condition, results of operations, cash flow, business or prospects as compared with the condition of Buyer as of the date hereof (a "Buyer Material Adverse Change") may be made unless the Company consents to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Section 5.1 and Section 5.2 have been fulfilled, the Disclosure Schedules hereto shall be deemed to be the Disclosure Schedules as amended or supplemented pursuant to this Section. In the event that the Company or Sellers seek to amend or supplement a Disclosure Schedule pursuant to this Section 4.3 and the consent of Buyer is required pursuant to this Section and Buyer does not consent to such amendment or supplement, or in the HBH, Inc. Purchase and Sale Agreement/Page 28 36 event that Buyer seeks to amend or supplement a Disclosure Schedule pursuant to this Section 4.3 and the Consent of the Company is required pursuant to this Section and the Company does not consent, the party whose consent would be required may elect to terminate this Agreement, in which case this Agreement shall be deemed terminated by mutual written consent as set forth in Section 6...

Amendment to Schedules. Schedule 1.01(e) of the Credit Agreement is hereby added to the Credit Agreement, as attached hereto.

Amendment to Schedules. 38 3.5 Confidentiality . . . . . . . . . . . . . . . . . . 39 (a)

Amendment to Schedules. Notwithstanding anything to the contrary in this Agreement, the Seller shall have the right to amend and supplement the schedules to this Agreement from time to time prior to the Closing to reflect changes since the date of this Agreement by providing a written copy of such amendment or supplement to the Buyer; provided, however, that any amendment or supplement to the schedules to this Agreement shall have no effect for the purposes of determining whether subsection 5.2(a) has been satisfied if the matter raised in such supplement has a material adverse effect on the Asset, but shall have effect only for the purposes of limiting the defense and indemnification obligations of the Seller for the inaccuracy or untruth of the representation or warranty qualified by such amendment or supplement.