Supplements to Disclosures Sample Clauses
The "Supplements to Disclosures" clause requires parties to update or provide additional information to previously made disclosures if new relevant facts arise or if earlier information becomes inaccurate or incomplete. In practice, this means that if a party learns of new developments or changes that affect the accuracy of their original disclosures—such as updated financial data or newly discovered liabilities—they must promptly inform the other party. This clause ensures ongoing transparency and accuracy throughout the contractual relationship, preventing misunderstandings and reducing the risk of disputes due to outdated or incomplete information.
Supplements to Disclosures. Prior to the Closing Date, Seller will promptly supplement or amend the information set forth herein and in the Schedules and Exhibits referred to herein with respect to any material matter hereafter arising which, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described herein or in a Schedule or Exhibit or which is necessary to correct any material information herein or in a Schedule or Exhibit or in any representation and warranty, which has been rendered inaccurate thereby.
Supplements to Disclosures. Seller and Purchaser agree that, with respect to Seller’s representations and warranties contained in this Agreement, Seller shall have the continuing obligation until each of the RFS Closing and the RFCIL Closing, as applicable, to correct, supplement or amend promptly the written disclosures by Seller to Purchaser made on the date hereof pursuant to Article 1 or 3 hereto with respect to any matter arising or discovered after the date of this Agreement (whether or not existing or known at the date of this Agreement) that causes the representations and warranties of Seller to be untrue or inaccurate in any respect, subject to the last sentence of this Section 5.8. For all purposes of this Agreement, including for purposes of determining whether the conditions set forth in Article 6 have been fulfilled and including for purposes of Article 8, written disclosures of Seller made on the date hereof shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude all information contained in any such correction, supplement or amendment. Seller and Purchaser acknowledge and agree that Purchaser requires a reasonable amount of time to review any corrections, supplements and amendments to the written disclosures made by Seller to Purchaser and, accordingly, shall provide Purchaser with any corrections, supplements and amendments at least two Business Days prior to either the RFS Closing or the RFCIL Closing, as applicable (unless a lesser time is agreed to by Purchaser).
Supplements to Disclosures. For purposes of determining the -------------------------- satisfaction of the condition set forth in Section 5.1(a), the schedules delivered by Cheminor shall be deemed to include only the information contained in those schedules on the date of this Agreement or as those schedules may be amended or supplemented in writing by Cheminor with Schein's consent not later than five days prior to the Closing. For purposes of determining the liability of Cheminor for misrepresentation or breach of warranty under this Agreement, the schedules delivered by Cheminor shall be deemed to include the information contained in those schedules on the date of this Agreement and such other information as may be set forth in any written amendment or supplement delivered by Cheminor to Schein prior to the Closing, and, if the Closing shall have occurred, Schein shall be deemed to have consented to any such written amendment or supplement delivered by Cheminor to Schein prior to the Closing.
Supplements to Disclosures. From time to time prior to the Closing Date, the Sellers may amend or supplement the Disclosure Letter with respect to any matter hereafter arising or, in the case of any representation and warranty qualified as to knowledge, discovered that, if existing or known at the date of this Agreement, would have been required to be set forth or described therein or that is necessary to complete or correct any information in any representation or warranty contained in Section 2. For purposes of determining the fulfillment of the condition precedent set forth in Section 6.4.1, no such amendment or supplement shall be given effect; for all other purposes, including, without limitation, Section 7.2.1, each such amendment and supplement shall be given effect.
Supplements to Disclosures. 31 4.6 Contact with Customers and Suppliers..................................................31 4.7
Supplements to Disclosures. At least three Business Days prior to the Closing, the Seller may amend or supplement any Schedule hereto by delivery of a written amendment or supplement thereto to the Purchaser to reflect changes occurring between the date hereof and the Closing. Any such amendment or supplement shall form part of this Agreement and have the effect of modifying the representations and warranties of the Seller made herein and shall be deemed to modify any such representation or warranty not previously qualified as to exceptions contained in such Schedule to include such qualification. No such supplement or amendment shall be effective to modify such representations and warranties for the purpose of determining the fulfillment of the condition precedent set forth in Section 6.4.1.
Supplements to Disclosures. The term "Schedule" when used in this Agreement refers to the Schedules delivered on the date hereof. From time to time prior to the Closing Date, the Seller may amend or supplement such Schedules to this Agreement with respect to any matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described in such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in Section 2. For purposes of determining the fulfillment of the condition precedent set forth in Section 6.4.1 or determining whether the aggregate amount of Damages referred to in Section 7.2.1(b) has been reached, no such amendment or supplement shall be given effect; for all other purposes, each such amendment and supplement shall be given effect; provided that the Purchaser's consummation of the Closing shall constitute, without any further action on the part of the Purchaser, a waiver by the Purchaser of its right to require satisfaction of the condition precedent set forth in Section 6.4.1 (but shall not be deemed to preclude or restrict any claim by the Purchaser for indemnification pursuant to Section 7.2.1).
Supplements to Disclosures. From time to time prior to the -------------------------- Closing Date, the Sellers may amend or supplement the Disclosure Letter with respect to any matter that, if existing or occurring at or prior to the Closing Date, would have been required to be set forth or described therein or that is necessary to complete or correct any information in any representation or warranty contained in Section 2 and Sellers shall notify Purchaser in writing of such amendment or supplement. For purposes of determining the fulfillment of the condition precedent set forth in Section 6.4.1, no such amendment or supplement shall be given effect; for all other purposes, including, without limitation, Section 7.2.1, each such amendment and supplement shall be given effect. At all times prior to the Closing, the Sellers shall as promptly as possible notify the Purchaser in writing of the occurrence of any event as to which any of them obtains knowledge that would make any of the representations, warranties and disclosures made herein with respect to the Sellers, the Companies or their subsidiaries untrue or misleading or which is reasonably likely to result in the failure of a condition specified in Section 6 hereof.
Supplements to Disclosures. Either (i) GEFA shall have approved of (or failed to respond to) any amendment or supplement to the Schedules to this Agreement which are delivered pursuant to the first sentence of Section 6.3 (the "Amended Schedules") or (ii) all disputed matters on the Amended Schedules shall have been conclusively resolved to the reasonable satisfaction of PMH, PGH and GEFA.
Supplements to Disclosures. From time to time prior to the third Business Day before Closing, the Sellers may update or supplement the Disclosure Schedule with respect to any matter arising following the date hereof that, had it existed or occurred on or prior to the date of this Agreement, would have been required to be described in the Disclosure Schedule; provided that the Sellers shall promptly notify the Purchaser of any matter to be set forth in any such update or supplement to the Disclosure Schedule and provided further that Spig Holding and/or Ambienta shall remain responsible for Indemnification (as defined here after) to the Purchaser in connection with any such matter so disclosed, which will therefore not have the effect to qualify the relevant Sellers’ Warranties and/or Spig Holding’s Warranties or cure any breach thereof or negatively affect any Claim that the Purchaser may have in relation thereto.