Update Disclosure Clause Samples

Update Disclosure. From and after the date hereof until the Acquisition Merger Effective Time, the Company shall promptly, but not less frequently than monthly, update Schedule I hereto by notice to Commercial to reflect any matters which have occurred from and after the date hereof which, if existing on the date hereof, would have been required to be described therein and which, in the case of all such updates other than the last such update prior to the Acquisition Merger Effective Time, reflect a material change from the information provided in Schedule I as of the date hereof; provided, however, that no such update shall affect the conditions to the obligation of Company and Savings to consummate the transactions contemplated hereby, and any and all changes reflected in any such update shall be considered in determining whether such conditions have been satisfied.

Update Disclosure. From and after the date of this Agreement until the Closing Date, each party shall promptly notify the other party hereto by written update to its disclosure schedules ("Update Schedule") of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be reasonably likely to cause any condition to the obligations of any party to effect the Asset Sale and the other transactions contemplated by this Agreement not to be satisfied, (ii) the failure of Seller or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be reasonably likely to result in any condition to the obligations of any party to effect the Asset Sale and the other transactions contemplated by this Agreement not to be satisfied, or (iii) of any changes to the information contained in its disclosure schedules (including any change to any representations or warranties herein as to which no schedule has been created as of the date hereof but as to which a schedule would have been required hereunder to have been created on or before the date hereof if such change had existed on the date hereof). No disclosure by any party pursuant to this Section 7.04, however, shall cure any breach of any representation or warranty made by such party as of the date of this Agreement. ARTICLE VIII CLOSING 8.

Update Disclosure. 34 4.16 Company's Employee Plans and Benefit Arrangements . 34 4.17 Amendment of Savings' Federal Stock Charter . . . .

Update Disclosure. 34 4.16 Company's Employee Plans and Benefit Arrangements..............34 4.17 Amendment of Savings' Federal Stock Charter....................36 4.18 Commercial Goodwill Claim......................................36 4.19

Update Disclosure. 26 ARTICLE VII

Update Disclosure. BREACHES. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party, by written update to its Disclosure Schedule, of (i) the occurrence or non-occurrence of any event which would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of USR or 3Com, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied. The delivery of any notice pursuant to this Section 6.12 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice, provided that such party, within ten days after receipt of such notice, advises the other party of its objection to the matter disclosed in such notice and the nature of such objection..

Update Disclosure. From and after the date hereof until the Closing Date, Seller and in all material respects, except that any such representation and warranties qualified as to materiality shall be true and correct, Buyers shall update each other on a regular basis by written notice to the other party to reflect any matters that have occurred from and after the date hereof, that if existing on the date hereof, would have been required to be described under this Agreement.

Update Disclosure. 55 SECTION 6.05. Public Announcements......................................56 SECTION 6.06. Employment Agreements; Employee Stock.....................56 SECTION 6.07. Additional Financial Information..........................56 SECTION 6.08. Environmental Matters.....................................57 SECTION 6.09. Post-Signing SEC Documents................................57 SECTION 6.10. Indemnification...........................................58 SECTION 6.11. Procedures; Conditions of Indemnification.................59 SECTION 6.12. Tax Returns...............................................61 SECTION 6.13. Reorganization............................................61 SECTION 6.14. Acquiror's Financing......................................62 SECTION 6.15. Obligations of Acquiror Sub...............................62 SECTION 6.16. Loan Agreement............................................62 SECTION 6.17. Transfer of Fiber Business; IRU and Maintenance Agreement.....................................62 SECTION 6.18.

Update Disclosure. 34 ----------------- SECTION 5.4 Breaches............................................................................................34 -------- SECTION 5.5