Special Right to Update Schedules Within Five Clause Samples

Special Right to Update Schedules Within Five. Business Days ----------------------------------------------------------- o Execution of this Agreement. The parties hereto acknowledge that the ----------------------------- disclosure Schedules delivered hereunder on the date of execution hereof may not be complete as they have not been fully reviewed by all persons listed on Schedule III hereof. Not later than five (5) business days following the execution hereof, Seller shall, to the extent necessary in its sole judgment in order to make the statements, representations and warranties contained herein true, correct and complete as of the date of execution hereof, deliver to Purchaser amendments, supplements or corrections (any such amendment, supplement or correction, an "Update") to all disclosure Schedules delivered to Purchaser concurrently with the execution hereof, in which case such updated disclosure Schedules, together with all disclosure Schedules delivered by Seller concurrently with the execution hereof, that do not require updating pursuant to this Subsection 5.7.2, shall constitute the disclosure Schedules delivered by Seller concurrently with the execution hereof for all purposes of this Agreement, including determining the accuracy of Seller's representations and warranties as of the date hereof. Purchaser shall have one (1) business day following the end of such five (5) business day period to accept or reject any Update, it being understood and agreed that Purchaser shall have no right to reject any information contained in any updated disclosure Schedule to the extent such information was set forth on the disclosure Schedules delivered concurrently with the execution hereof. Notwithstanding anything to the contrary contained in this Subsection 5.7.2, Purchaser shall have no right to reject any Update described in any updated disclosure Schedule to the extent that such Update, together with all such other Updates, shall not have a Material Adverse Effect upon the Subsidiaries (as determined by the parties in good faith within one (1) business day following the end of such 5 business day period). If such Updates shall result in a Material Adverse Effect upon the Subsidiaries, or if the parties hereto fail to agree within one (1) business day following the end of such 5 business day period as to whether such Updates result in a Material Adverse Effect upon the Subsidiaries, then either party may terminate this Agreement by giving the other written notice thereof within one (1) business da...
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Related to Special Right to Update Schedules Within Five

  • Specific Provisions for Access Rights to Software For the avoidance of doubt, the general provisions for Access Rights provided for in this Section 9 are applicable also to Software. Parties’ Access Rights to Software do not include any right to receive source code or object code ported to a certain hardware platform or any right to receive respective Software documentation in any particular form or detail, but only as available from the Party granting the Access Rights.

  • Vendor’s Specific Warranties, Terms, and License Agreements Because TIPS serves public entities and non-profits throughout the nation all of which are subject to specific laws and policies of their jurisdiction, as a matter of standard practice, TIPS does not typically accept a Vendor’s specific “Sale Terms” (warranties, license agreements, master agreements, terms and conditions, etc.) on behalf of all TIPS Members. TIPS may permit Vendor to attach those to this Agreement to display to interested customers what terms may apply to their Supplemental Agreement with Vendor (if submitted by Vendor for that purpose). However, unless this term of the Agreement is negotiated and modified to state otherwise, those specific Sale Terms are not accepted by TIPS on behalf of all TIPS Members and each Member may choose whether to accept, negotiate, or reject those specific Sale Terms, which must be reflected in a separate agreement between Vendor and the Member in order to be effective.

  • Certain Additional Matters (a) Any arbitration award shall be a bare award limited to a holding for or against a party and shall be without findings as to facts, issues or conclusions of law (including with respect to any matters relating to the validity or infringement of patents or patent applications) and shall be without a statement of the reasoning on which the award rests, but must be in adequate form so that a judgment of a court may be entered thereupon. Judgment upon any arbitration award hereunder may be entered in any court having jurisdiction thereof. (b) Prior to the time at which an arbitrator is appointed pursuant to Section 8.4, any party may seek one or more temporary restraining orders in a court of competent jurisdiction if necessary in order to preserve and protect the status quo. Neither the request for, or grant or denial of, any such temporary restraining order shall be deemed a waiver of the obligation to arbitrate as set forth herein and the arbitrator may dissolve, continue or modify any such order. Any such temporary restraining order shall remain in effect until the first to occur of the expiration of the order in accordance with its terms or the dissolution thereof by the arbitrator. (c) Except as required by law, the parties shall hold, and shall cause their respective officers, directors, employees, agents and other representatives to hold, the existence, content and result of mediation or arbitration in confidence in accordance with the provisions of Article VIII and except as may be required in order to enforce any award. Each of the parties shall request that any mediator or arbitrator comply with such confidentiality requirement. (d) If at any time the sole arbitrator shall fail to serve as an arbitrator for any reason, the parties shall select a new arbitrator who shall be disinterested as to the parties and the matter in accordance with the procedures set forth herein for the selection of the initial arbitrator. The extent, if any, to which testimony previously given shall be repeated or as to which the replacement arbitrator elects to rely on the stenographic record (if there is one) of such testimony shall be determined by the replacement arbitrator.

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Requirements Pertaining Only to Federal Grants and Subrecipient Agreements If this Agreement is a grant that is funded in whole or in part by Federal funds: