Common use of Amendments; Supplements to Schedules Clause in Contracts

Amendments; Supplements to Schedules. (a) Except as expressly set forth otherwise in this Section 13.4, no supplement, amendment, alteration, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties and specifically referencing this Agreement and identified as a supplement, amendment, alteration, modification or waiver. (b) Notwithstanding the foregoing, if a Party becomes aware at any time before the Closing that a Schedule previously delivered by such Party was inaccurate or incomplete when delivered or has become inaccurate or incomplete as a result of subsequent events, such Party shall deliver to the other Parties no later than ten Business Days after such discovery (but in any event no later than five days prior to the Closing Date) an amendment or supplement to such Schedule; provided, however, that: (i) If such amendment or supplement is based on events or matters that arose before the date of this Agreement, no such amendment or supplement shall be given effect for purposes of determining the fulfillment of the conditions precedent set forth in Article 8, unless the Seller Parties agree to indemnify the Buyer Indemnitees for all Losses with respect to such events or matters; (ii) If such amendment or supplement is based on events or matters that arise after the date of this Agreement and that are expressly permitted to occur under Article 6, such amendment or supplement shall be immediately effective and the Schedules shall be read for all purposes as so amended or supplemented; (iii) If such amendment or supplement is based on events or matters that arise after the date of this Agreement and such events or matters are not expressly permitted under Article 6 and such events or matters would reasonably be expected to result in Losses (if the Closing were to occur) to the Buyer Indemnitees of greater than or equal to 2% of the unadjusted Purchase Price, such amendment or supplement shall be given effect for purposes of determining the fulfillment of the conditions precedent set forth in Article 8 only if the Seller Parties agree (in the Seller Parties’ sole discretion) to indemnify the Buyer Indemnitees for all Losses with respect to such events or matters; and (iv) If such amendment or supplement is based on events or matters that arise after the date of this Agreement, such events are not expressly permitted under Article 6, and such events or matters would reasonably be expected to result in Losses (if the Closing were to occur) to the Buyer Indemnitees of less than 2% of the unadjusted Purchase Price, such amendment or supplement shall be given effect for determining the fulfillment of the conditions precedent set forth in Article 8 and the Seller Parties shall indemnify the Buyer Indemnitees for all Losses with respect to such events or matters.

Amendments; Supplements to Schedules. (a) Except as expressly set forth otherwise in this Section 13.4, no supplement, amendment, alteration, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties and specifically referencing this Agreement and identified as a supplement, amendment, alteration, modification or waiver. (b) Notwithstanding the foregoing, if a Party becomes aware at any time before the Closing that a Schedule previously delivered by such Party was inaccurate or incomplete when delivered or has become inaccurate or incomplete as a result of subsequent events, such Party shall deliver to the other Parties Party no later than ten Business Days after such discovery (but in any event no later than five days prior to the Closing Date) an amendment or supplement to such Schedule; provided, however, that: (i) If such amendment or supplement is based on events or matters that arose before the date of this Agreement, no such amendment or supplement shall be given effect for purposes of determining the fulfillment of the conditions precedent set forth in Article 8, unless the Seller Parties agree agrees to indemnify the Buyer Indemnitees for all Losses with respect to such events or matters; (ii) If such amendment or supplement is based on events or matters that arise after the date of this Agreement and that are expressly permitted to occur under Article 6, such amendment or supplement shall be immediately effective and the Schedules shall be read for all purposes as so amended or supplemented; (iii) If such amendment or supplement is based on events or matters that arise after the date of this Agreement and such events or matters are not expressly permitted under Article 6 and such events or matters would reasonably be expected to result in Losses (if the Closing were to occur) to the Buyer Indemnitees of greater than or equal to 2% of the unadjusted Purchase Price, such amendment or supplement shall be given effect for purposes of determining the fulfillment of the conditions precedent set forth in Article 8 only if the Seller Parties agree agrees (in the Seller Parties’ Seller’s sole discretion) to indemnify the Buyer Indemnitees for all Losses with respect to such events or matters; and (iv) If such amendment or supplement is based on events or matters that arise after the date of this Agreement, such events are not expressly permitted under Article 6, and such events or matters would reasonably be expected to result in Losses (if the Closing were to occur) to the Buyer Indemnitees of less than 2% of the unadjusted Purchase Price, such amendment or supplement shall be given effect for determining the fulfillment of the conditions precedent set forth in Article 8 and the Seller Parties shall indemnify the Buyer Indemnitees for all Losses with respect to such events or matters.