Common use of Bring-Down Disclosure Schedule Clause in Contracts

Bring-Down Disclosure Schedule. At the time of Closing, the Principal shall furnish Purchaser with a bring-down disclosure schedule in conjunction the Principal’s representations and warranties in Section 3 that shall be true and correct as of the Closing Date (the “Bring-Down Disclosure Schedule”). Except in the case of demonstrated fraud or intentional misrepresentation, such Bring-Down Disclosure Schedule shall be deemed to supplement and amend the disclosure schedule delivered upon the signing of this Agreement; provided, however, it shall not be used for the purposes of determining whether any of the conditions set forth in Article V have been satisfied. Accordingly, in the event that the transactions contemplated hereby do not close for any reason, except in the case of demonstrated fraud or intentional misrepresentation on the part of the Principal or the Company to which this provision shall not apply: (x) Purchaser’s sole remedy with regard to any issue arising out of or related to any update to the representations and warranties (whether for new events or updating existing schedules with regard to prior events) shall be to terminate this Agreement and the transactions contemplated hereby, and (y) without limiting the foregoing or any other provision contained herein, the parties expressly agree and acknowledge that no disclosure made by the Principal or the Company in the Bring-Down Disclosure Schedule shall entitle the Purchaser to assert any breach of, or any default under, this Agreement by the Principal or the Company, or to assert any claim for indemnification and/or damages.

Bring-Down Disclosure Schedule. At the time of Closing, the Principal Seller shall furnish Purchaser Buyer with a bring-down disclosure schedule in conjunction the PrincipalSeller’s representations and warranties in Section 3 6 that shall be true and correct as of the Closing Date (the “Bring-Down Disclosure Schedule”). Except in the case of demonstrated fraud or intentional misrepresentation, such Bring-Down Disclosure Schedule shall be deemed to supplement and amend the disclosure schedule delivered upon the signing of this Agreement; provided, however, it shall not be used for the purposes of determining whether any of the conditions set forth in Article V Section 9 have been satisfied. Accordingly, in the event that the transactions contemplated hereby do not close for any reason, except in the case of demonstrated fraud or intentional misrepresentation on the part of the Principal or the Company Seller to which this provision shall not apply: (x) PurchaserBuyer’s sole remedy with regard to any issue arising out of or related to any update to the representations and warranties (whether for new events or updating existing schedules with regard to prior events) shall be to terminate this Agreement and the transactions contemplated hereby, and (y) without limiting the foregoing or any other provision contained herein, the parties expressly agree and acknowledge that no disclosure made by the Principal or the Company Seller in the Bring-Down Disclosure Schedule shall entitle the Purchaser Buyer to assert any breach of, or any default under, this Agreement by the Principal or the CompanySeller, or to assert any claim for indemnification and/or damages.

Bring-Down Disclosure Schedule. At the time of Closing, the Principal Seller shall furnish Purchaser Buyer with a bring-down disclosure schedule in conjunction the PrincipalSeller’s representations and warranties in Section 3 6 that shall be true and correct as of the Closing Date (the “Bring-Down Disclosure Schedule”). Except in the case of demonstrated fraud or intentional misrepresentation, such Bring-Down Disclosure Schedule shall be deemed to supplement and amend the disclosure schedule delivered upon the signing of this Agreement; provided, however, it shall not be used for the purposes of determining whether any of the conditions set forth in Article V Section 9 have been satisfied. Accordingly, in the event that the transactions contemplated hereby do not close for any reason, except in the case of demonstrated fraud or intentional misrepresentation on the part of the Principal or the Company Seller to which this provision shall not apply: (x) PurchaserBuyer’s and Parent’s sole remedy with regard to any issue arising out of or related to any update to the representations and warranties (whether for new events or updating existing schedules with regard to prior events) shall be to terminate this Agreement and the transactions contemplated hereby, and (y) without limiting the foregoing or any other provision contained herein, the parties expressly agree and acknowledge that no disclosure made by the Principal or the Company Seller in the Bring-Down Disclosure Schedule shall entitle the Purchaser Buyer or the Parent to assert any breach of, or any default under, this Agreement by the Principal or the CompanySeller, or to assert any claim for indemnification and/or damages.