Common use of Delivery of Schedules; Notice of Developments; Update of Schedules Clause in Contracts

Delivery of Schedules; Notice of Developments; Update of Schedules. (a) Principal Shareholders will give prompt written notice to Purchaser of any development causing a breach of any of the representations and warranties in Article IV above. No disclosure by Principal Shareholders pursuant to this Section 6.7, however, shall be deemed to amend or supplement the Schedules, unless set forth in the Revised Schedules (as defined below) in accordance with and subject to the terms of subparagraph (b) of this Section 6.7; provided, however, if Purchaser determines not to terminate this Agreement pursuant to Section 12.1 and to consummate the transactions contemplated hereby despite the existence of a misrepresentation or breach of warranty of which Purchaser has been informed in writing by Sellers, the facts giving rise to such misrepresentation or breach may be set forth in the Revised Schedules at Closing and such disclosure shall be deemed to amend or supplement the Schedules for purposes of curing such misrepresentation or breach of warranty. (b) At least one business day prior to the Closing Date, Principal Shareholders shall deliver to Purchaser revised Schedules (the "Revised Schedules") which shall amend and revise the Schedules to reflect events or developments which have occurred since the date hereof to the date of delivery of the Revised Schedules or have been discovered by the Sellers as a result of inquiries made by Sellers of Company management, and would have been appropriate subject matter for the Schedules in accordance with representations and warranties set forth in Article IV. Notwithstanding anything herein to the contrary, the Revised Schedules are not intended and shall not be used or interpreted to correct misstatements or omissions in the Schedules as of the 45 50 date of execution of this Agreement unless Purchaser determines not to terminate this Agreement pursuant to Section 12.1 and to consummate the transactions contemplated hereby despite the existence of such misstatements or omissions in the Schedules of which Purchaser has been informed in writing by Principal Shareholders, in which case the facts giving rise to such misstatements or omission may be set forth in the Revised Schedules at Closing and such disclosure shall be deemed to amend or supplement the Schedules for purposes of curing such misstatements or omission.

Delivery of Schedules; Notice of Developments; Update of Schedules. (a) Principal Shareholders Purchaser will give prompt written notice to Purchaser Sellers of any development causing a breach of any of the representations and warranties in Article IV V above. No disclosure by Principal Shareholders Purchaser pursuant to this Section 6.77.4, however, shall be deemed to amend or supplement the Schedules, unless set forth in the Revised Schedules (as defined below) in accordance with and subject to the terms of subparagraph (b) of this Section 6.77.4; provided, however, if Purchaser determines not to terminate this Agreement pursuant to Section 12.1 and to consummate the transactions contemplated hereby are consummated despite the existence of a misrepresentation or breach of warranty of which Purchaser has Sellers have been informed in writing by SellersPurchaser, the facts giving rise to such misrepresentation or breach may be set forth in the Revised Schedules at Closing and such disclosure shall be deemed to amend or supplement the Schedules for purposes of curing such misrepresentation or breach of warranty. (b) At least one business day prior to the Closing Date, Principal Shareholders Purchaser shall deliver to Purchaser revised Sellers Revised Schedules (the "Revised Schedules") which shall amend and revise the Schedules to reflect events or developments which have occurred since the date hereof to the date of delivery of the Revised Schedules or have been discovered by the Sellers as a result of inquiries made by Sellers of Company management, and would have been appropriate subject matter for the Schedules in accordance with representations and warranties set forth in Article IV. V. Notwithstanding anything herein to the contrary, the Revised Schedules are not intended and shall not be used or interpreted to correct misstatements or omissions in the Schedules as of the 45 50 date of execution of this Agreement unless Purchaser determines not to terminate this Agreement pursuant to Section 12.1 and to consummate the transactions contemplated hereby are consummated despite the existence of such misstatements or omissions in the Schedules of which Purchaser has Sellers have been informed in writing by Principal ShareholdersPurchaser, in which case the facts giving rise to such misstatements or omission may be set forth in the Revised Schedules at Closing and such disclosure shall be deemed to amend or supplement the Schedules for purposes of curing such misstatements or omission.

Delivery of Schedules; Notice of Developments; Update of Schedules. (a) Principal Shareholders The Sellers will give prompt written notice to Purchaser of any development causing a breach of any of the representations and warranties in Article IV III above. No disclosure by Principal Shareholders the Sellers pursuant to this Section 6.75.7, however, shall be deemed to amend or supplement the Schedules, unless set forth in the Revised Schedules (as defined below) in accordance with and subject to the terms of subparagraph (b) of this Section 6.75.7, or to prevent or cure any misrepresentation or breach of warranty; provided, however, if Purchaser determines not to terminate this Agreement pursuant to Section 12.1 11.1 and to consummate the transactions contemplated hereby despite the existence of a misrepresentation or breach of warranty of which Purchaser has been informed in writing by the Sellers, the facts giving rise to such misrepresentation or breach may be set forth in the Revised Schedules (as defined below) at Closing and such disclosure shall be deemed to amend or supplement the Schedules for purposes of curing such misrepresentation or breach of warranty. (b) At least one five business day days prior to the Closing Date, Principal Shareholders the Sellers shall deliver to Purchaser revised Schedules (the "Revised Schedules") which shall amend and revise the Schedules to reflect events or developments which have occurred since the date hereof to the date of delivery of the Revised Schedules or have been discovered by the Sellers as a result of inquiries made by Sellers of Company management, and would have been appropriate subject matter for the Schedules in accordance with representations and warranties set forth in Article IVIII. Notwithstanding anything herein to the contrary, the Revised Schedules are not intended and shall not be used or interpreted to correct misstatements or omissions in the Schedules as of the 45 50 date of execution of this Agreement unless Purchaser determines not to terminate this Agreement pursuant to Section 12.1 11.2 and to consummate the transactions contemplated hereby despite the existence of such misstatements or omissions in the Schedules of which Purchaser has been informed in writing by Principal Shareholdersthe Sellers, in which case the facts giving rise to such misstatements or omission may be set forth in the Revised Schedules at Closing and such disclosure shall be deemed to amend or supplement the Schedules for purposes of curing such misstatements or omission.

Delivery of Schedules; Notice of Developments; Update of Schedules. (a) Principal Shareholders The Company will, and Sellers will cause the Company to, give prompt written notice to Purchaser of any development causing a breach of any of the representations and warranties in Article IV III above. No disclosure by Principal Shareholders the Company or Sellers pursuant to this Section 6.75.7, however, shall be deemed to amend or supplement the Schedules, unless set forth in the Revised Schedules (as defined below) in accordance with and subject to the terms of subparagraph (b) of this Section 6.75.7, or to prevent or cure any misrepresentation or breach of warranty; provided, however, if Purchaser determines not to terminate this Agreement pursuant to Section 12.1 11.1 and to consummate the transactions contemplated hereby despite the existence of a misrepresentation or breach of warranty of which Purchaser has been informed in writing by the Company or Sellers, the facts giving rise to such misrepresentation or breach may be set forth in the Revised Schedules (as defined below) at Closing and such disclosure shall be deemed to amend or supplement the Schedules for purposes of curing such misrepresentation or breach of warranty. (b) At least one three (3) business day days prior to the Closing Date, Principal Shareholders the Company shall, and Sellers shall cause the Company to, deliver to Purchaser revised Schedules (the "Revised Schedules") which shall amend and revise the Schedules to reflect events or developments which have occurred since the date hereof to the date of delivery of the Revised Schedules or have been discovered by the Sellers as a result of inquiries made by Sellers of Company management, and would have been appropriate subject matter for the Schedules in accordance with representations and warranties set forth in Article IVIII. Notwithstanding anything herein to the contrary, the Revised Schedules are not intended and shall not be used or interpreted to correct misstatements or omissions in the Schedules as of the 45 50 date of execution of this Agreement unless Purchaser determines not to terminate this Agreement pursuant to Section 12.1 11.1 and to consummate the transactions contemplated hereby despite the existence of such misstatements or omissions in the Schedules of which Purchaser has been informed in writing by Principal Shareholdersthe Company or Sellers, in which case the facts giving rise to such misstatements or omission may be set forth in the Revised Schedules at Closing and such disclosure shall be deemed to amend or supplement the Schedules for purposes of curing such misstatements or omission. Notwithstanding the foregoing, such amendment or supplementation shall not affect the application of Section 7.3 hereof to any Damages resulting from such facts underlying such misstatements or omissions.

Delivery of Schedules; Notice of Developments; Update of Schedules. (a) Principal Shareholders Purchaser will give prompt written notice to Purchaser Sellers of any development causing a breach of any of the representations and warranties in Article IV V above. No disclosure by Principal Shareholders Purchaser pursuant to this Section 6.77.3, however, shall be deemed to amend or supplement the Schedules, unless set forth in the Revised Schedules (as defined below) in accordance with and subject to the terms of subparagraph (b) of this Section 6.77.3, or to prevent or cure any misrepresentation or breach of warranty; provided, however, if Purchaser determines not to terminate this Agreement pursuant to Section 12.1 and to consummate the transactions contemplated hereby are consummated despite the existence of a misrepresentation or breach of warranty of which Purchaser has Sellers have been informed in writing by SellersPurchaser, the facts giving rise to such misrepresentation or breach may be set forth in the Revised Schedules at Closing and such disclosure shall be deemed to amend or supplement the Schedules for purposes of curing such misrepresentation or breach of warranty. (b) At least one five (5) business day days prior to the Closing Date, Principal Shareholders Purchaser shall deliver to Purchaser revised Sellers Revised Schedules (the "Revised Schedules") which shall amend and revise the Schedules to reflect events or developments which have occurred since the date hereof to the date of delivery of the Revised Schedules or have been discovered by the Sellers as a result of inquiries made by Sellers of Company management, and would have been appropriate subject matter for the Schedules in accordance with representations and warranties set forth in Article IV. V. Notwithstanding anything herein to the contrary, the Revised Schedules are not intended and shall not be used or interpreted to correct misstatements or omissions in the Schedules as of the 45 50 date of execution of this Agreement unless Purchaser determines not to terminate this Agreement pursuant to Section 12.1 and to consummate the transactions contemplated hereby are consummated despite the existence of such misstatements or omissions in the Schedules of which Purchaser has Sellers have been informed in writing by Principal ShareholdersPurchaser, in which case the facts giving rise to such misstatements or omission may be set forth in the Revised Schedules at Closing and such disclosure shall be deemed to amend or supplement the Schedules for purposes of curing such misstatements or omission.

Delivery of Schedules; Notice of Developments; Update of Schedules. (a) Principal Shareholders Sellers will give prompt written notice to Purchaser of any development causing a breach of any of the representations and warranties in Article IV above. No disclosure by Principal Shareholders Sellers pursuant to this Section 6.7, however, shall be deemed to amend or supplement the Schedules, unless set forth in the Revised Schedules (as defined below) in accordance with and subject to the terms of subparagraph (b) of this Section 6.7, or to prevent or cure any misrepresentation or breach of warranty; provided, however, if Purchaser determines not to terminate this Agreement pursuant to Section 12.1 and to consummate the transactions contemplated hereby despite the existence of a misrepresentation or breach of warranty of which Purchaser has been informed in writing by Sellers, the facts giving rise to such misrepresentation or breach may be set forth in the Revised Schedules (as defined below) at Closing and such disclosure shall be deemed to amend or supplement the Schedules for purposes of curing such misrepresentation or breach of warranty. (b) At least one five (5) business day days prior to the Closing Date, Principal Shareholders Sellers shall deliver to Purchaser revised Schedules (the "Revised Schedules") which shall amend and revise the Schedules to reflect events or developments which have occurred since the date hereof to the date of delivery of the Revised Schedules or have been discovered by the Sellers as a result of inquiries made by Sellers of Company management, and would have been appropriate subject matter for the Schedules in accordance with representations and warranties set forth in Article IV. Notwithstanding anything herein to the contrary, the Revised Schedules are not intended and shall not be used or interpreted to correct misstatements or omissions in the Schedules as of the 45 50 date of execution of this Agreement unless Purchaser determines not to terminate this Agreement pursuant to Section 12.1 12.2 and to consummate the transactions contemplated hereby despite the existence of such misstatements or omissions in the Schedules of which Purchaser has been informed in writing by Principal ShareholdersSellers, in which case the facts giving rise to such misstatements or omission may be set forth in the Revised Schedules at Closing and such disclosure shall be deemed to amend or supplement the Schedules for purposes of curing such misstatements or omission.