Example ContractsClausesAmendment of Disclosure Schedules
Amendment of Disclosure Schedules
Amendment of Disclosure Schedules contract clause examples

From time to time up to the earlier of the Closing Date or termination of this Agreement in accordance with the terms hereof, with respect to the representations and warranties of a Party made in this Agreement, the Parties shall have the right, by written notice to other Party, to promptly supplement or amend the Disclosure Schedules to reflect any event or circumstance that first came into existence after the Execution Date and would have been required to be set forth or described on one or more existing or new Disclosure Schedules if such event or circumstance was in existence on the Execution Date of this Agreement (for the avoidance of doubt, no revision or supplement of the Disclosure Schedules may be effected on account of obtaining knowledge after the Execution Date of an event or circumstance that first came into existence before the Execution Date); provided that any such supplement, amendment or addition shall not be deemed to have # cured any inaccuracy in or breach of any representation, warranty or covenant for purposes of determining whether or not the conditions set forth in Sections 8.1 or 8.2 (as applicable) have been met or # except with respect to a Subject Schedule Supplement, cured any inaccuracy in or breach of any representation, warranty or covenant for purposes of determining Seller’s indemnification obligations pursuant to Section 10.2 (and, for the avoidance of doubt, such liabilities will count against the Deductible). If any matter disclosed pursuant to any schedule supplement by Seller in accordance with this Section 6.3 gives rise to the right of Buyer to terminate this Agreement (such, a “Subject Schedule Supplement”) and Buyer nevertheless elects to proceed with the Closing, then such matters giving rise to the right of Buyer to terminate that are disclosed pursuant to any such Subject Schedule Supplement shall thereafter be incorporated into the Disclosure Schedules as if made on and as of the Execution Date, and Buyer’s remedies under Section 10.2(a) related to such matters disclosed in any such Subject Schedule Supplement shall be deemed waived by Buyer and Buyer shall not be entitled to make a claim pursuant to Section 10.2(a) with respect to such matters.

Amendment of Disclosure Schedules. From time to time up to the earlier of the Closing Date or termination of this Agreement in accordance with the terms hereof, with respect to the representations and warranties of a Party made in this Agreement, the Parties shall have the right, by written notice to other Party, to promptly supplement or amend the Disclosure Schedules to reflect any event or circumstance that first came into existence after the Execution Date and would have been required to be set forth or described on one or more existing or new Disclosure Schedules if such event or circumstance was in existence on the Execution Date of this Agreement (for the avoidance of doubt, no revision or supplement of the Disclosure Schedules may be effected on account of obtaining knowledge after the Execution Date of an event or circumstance that first came into existence before the Execution Date); provided that any such supplement, amendment or addition shall not be deemed to have # cured any inaccuracy in or breach of any representation, warranty or covenant for purposes of determining whether or not the conditions set forth in Sections 8.1 or 8.2 (as applicable) have been met or # except with respect to a Subject Schedule Supplement, cured any inaccuracy in or breach of any representation, warranty or covenant for purposes of determining Seller’s indemnification obligations pursuant to [Section 10.2] (and, for the avoidance of doubt, such liabilities will count against the Deductible). If any matter disclosed pursuant to any schedule supplement by Seller in accordance with this [Section 6.3] gives rise to the right of Buyer to terminate this Agreement (such a “Subject Schedule Supplement”) and Buyer nevertheless elects to proceed with the Closing, then such matters giving rise to the right of Buyer to terminate that are disclosed pursuant to any such Subject Schedule Supplement shall be deemed waived by Buyer, and Buyer shall not be entitled to make a claim pursuant to [Section 10.2(a)] with respect to such matters.

From time to time up to the earlier of the Closing Date or termination of this Agreement in accordance with the terms hereof, with respect to the representations and warranties of a Party made in this Agreement, the Parties shall have the right, by written notice to other Party, to promptly supplement or amend the Disclosure Schedules to reflect any event or circumstance that first came into existence after the Execution Date and would have been required to be set forth or described on one or more existing or new Disclosure Schedules if such event or circumstance was in existence on the Execution Date of this Agreement (for the avoidance of doubt, no revision or supplement of the Disclosure Schedules may be effected on account of obtaining knowledge after the Execution Date of an event or circumstance that first came into existence before the Execution Date); provided that any such supplement, amendment or addition shall not be deemed to have # cured any inaccuracy in or breach of any representation, warranty or covenant for purposes of determining whether or not the conditions set forth in Sections 8.1 or 8.2 (as applicable) have been met or # except with respect to a Subject Schedule Supplement, cured any inaccuracy in or breach of any representation, warranty or covenant for purposes of determining Sellers’ indemnification obligations pursuant to Section 10.2 (and, for the avoidance of doubt, such liabilities will count against the Deductible). If any matter disclosed pursuant to any schedule supplement by Sellers in accordance with this Section 6.3 gives rise to the right of Buyer to terminate this Agreement (such, a “Subject Schedule Supplement”) and Buyer nevertheless elects to proceed with the Closing, then such matters giving rise to the right of Buyer to terminate that are disclosed pursuant to any such Subject Schedule Supplement shall thereafter be incorporated into the Disclosure Schedules as if made on and as of the Execution Date, and Buyer’s remedies under Section 10.2(a) related to such matters disclosed in any such Subject Schedule Supplement shall be deemed waived by Buyer and Buyer shall not be entitled to make a claim pursuant to Section 10.2(a) with respect to such matters.

From time to time up to the earlier of the Closing Date or termination of this Agreement in accordance with the terms hereof, with respect to the representations and warranties of a Party made in this Agreement, the Parties shall have the right, by written notice to other Party, to promptly supplement or amend the Disclosure Schedules with respect to any matter discovered or first existing or occurring following the date hereof which, if existing or known at the Execution Date or thereafter, would have been required to be set forth or described in such Disclosure Schedules. If any matter disclosed pursuant to any such addition, supplement or amendment in accordance with the first sentence of this Section 6.3 gives rise to the right of Buyer to terminate this Agreement (such a “Subject Schedule Supplement”) and Closing shall occur, then such matters giving rise to the right of Buyer to terminate that are disclosed pursuant to any Subject Schedule Supplement shall be incorporated into the Disclosure Schedules and Buyer’s remedies under Section 10.2(a) related to such matters that give rise to the right of Buyer to terminate disclosed in any Subject Schedule Supplement shall be deemed waived by Buyer and Buyer shall not be entitled to make a claim pursuant to Section 10.2(a) with respect to such matters. For the avoidance of doubt, if any matter disclosed pursuant to any addition, supplement or amendment in accordance with the first sentence of this Section 6.3 does not give rise to the right of Buyer to terminate this Agreement, then all such matters disclosed pursuant to any such addition, supplement or amendment shall be disregarded for purposes of, and shall not affect, Buyer’s remedies under Section 10.2(a).

The matters set forth on the disclosure schedules hereto (collectively, the “Disclosure Schedules”) are not necessarily matters that Seller are required to disclose or matters that would constitute a breach of any representation or warranty had such matters not been disclosed. No disclosure by Seller in the Exhibits or the Disclosure Schedules relating to any possible breach or violation of any contract or applicable Law shall be construed as an admission or indication that such breach or violation exists or has actually occurred.

Disclosure Schedules. The matters set forth on the disclosure schedules hereto (collectively, the “Disclosure Schedules”) are not necessarily matters that Seller is required to disclose or matters that would constitute a breach of any representation or warranty had such matters not been disclosed. No disclosure by any Seller in the Exhibits or the Disclosure Schedules relating to any possible breach or violation of any contract or applicable Law shall be construed as an admission or indication that such breach or violation exists or has actually occurred.

Disclosure Schedules. No exceptions to any representations or warranties disclosed on one Disclosure Schedules attached hereto shall constitute an exception to any other representations or warranties made in this Agreement unless the exception is disclosed as provided herein on each such other applicable Disclosure Schedules or the applicability of such disclosure to such other schedule is reasonably apparent on its face. Nothing in the Disclosure Schedules shall be deemed an admission by Seller Stockholders, Seller or the Company or any of their or its Affiliates, in any Action or proceeding involving a third party, that such third party is or is not in breach or violation of or in default in the performance or observance of any term or provision of any contract.

The disclosures set forth in any schedules to this Agreement (the “Disclosure Schedules”) are to be taken as relating to the representations and warranties of the Company, notwithstanding the fact that the Disclosure Schedules are arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedules; provided, in each case, that it is reasonably apparent on the face of such applicable disclosure that it is applicable to such other sections or schedules not specifically referenced. The inclusion of information in the Disclosure Schedules shall not be construed as or constitute an admission or agreement that a violation, right of termination, default, liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no Person shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedules is or is not material for purposes of this Agreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such item or matter, or other items or matters, are or are not in the Ordinary Course of Business, and no Person shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedules is or is not in the Ordinary Course of Business for purposes of this Agreement.

The matters set forth on the disclosure schedules hereto (collectively, the “Disclosure Schedules”) are not necessarily matters that Sellers are required to disclose or matters that would constitute a breach of any representation or warranty had such matters not been disclosed. No disclosure by any Seller in the Exhibits or the Disclosure Schedules relating to any possible breach or violation of any contract or applicable Law shall be construed as an admission or indication that such breach or violation exists or has actually occurred.

Disclosure Schedules. As of the date of this Agreement, Seller, LD and Representing Party has delivered to YGYI and KII, contemporaneously with the execution of this Agreement, the Disclosure Schedule.

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