Common use of Delivery of Schedules Clause in Contracts

Delivery of Schedules. Seller shall provide all Schedules required by this Agreement (other than those required by ARTICLE 7 hereof, which will be provided by Purchaser by the Schedule Due Date) within ten (10) days following the Effective Date (the “Schedule Due Date”). If applicable, the Due Diligence Period shall be extended by the total number of days which elapse between the Schedule Due Date and the date upon which all required Schedules have actually been provided to Purchaser, or, as applicable, any insufficiently completed Schedules have been corrected to Purchaser’s reasonable satisfaction (inclusive of the Schedule Due Date and the last applicable date of delivery or correction, as applicable). Any fact or item disclosed on any Schedule to this Agreement shall be deemed disclosed with regard to all other representations and warranties to which such fact or item may reasonably apply to the extent such disclosure would provide notice to a reasonable person that the information disclosed would also qualify, or constitute an exception to, such other representations and warranties. Seller may from time to time supplement and update such Schedules to reflect any changes since the date of delivery of the original Schedules or any matters of which Seller first acquires Knowledge following the original delivery date of such Schedules. Any such updates or supplements shall be deemed to amend the Schedules for all purposes retroactively to the Effective Date, except that (i) no amendment to Schedules 1.1(a) and 2.4(a) may be made without Purchaser’s written consent, and (ii) any amendments permitted above shall be disregarded (x) in determining whether the conditions to Closing set forth in Section 5.3(a) or Section 5.3(e) below have been satisfied, and (y) for all purposes under this Agreement if Seller intentionally omitted such information from the original Schedules. Notwithstanding the foregoing, if Purchaser has the right to terminate this Agreement pursuant to Sections 5.6(b), (c) or (d) and does not exercise such right as a result of such update to such schedules within ten (10) business days thereof, then such update to the disclosure schedules shall be deemed to have amended the appropriate schedule as of the Effective Date, to have qualified the representations and warranties contained in Section 6 as applicable, as of the Effective Date, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the existence of such matter.

Delivery of Schedules. Seller shall provide all Schedules required by this Agreement (other than those required by ARTICLE 7 hereof, which will be provided by Purchaser by the Schedule Due Date) within ten (10) days following the Effective Date (the “Schedule Due Date”). If applicable, the Due Diligence Period shall be extended by the total number of days which elapse between the Schedule Due Date and the date upon which all required Schedules have actually been provided to Purchaser, or, as applicable, any insufficiently completed Schedules have been corrected to Purchaser’s reasonable satisfaction (inclusive of the Schedule Due Date and the last applicable date of delivery or correction, as applicable). Any fact or item disclosed on any Schedule of the Schedules qualifying Seller’s representations and warranties in Article 6 to this Agreement (the “Disclosure Schedules”) shall be deemed disclosed with regard to all other representations and warranties to which such fact or item may reasonably apply to the extent such disclosure would provide notice to a reasonable person that the information disclosed would also qualify, or constitute an exception to, such other representations and warranties. Seller may from time to time supplement and update such Disclosure Schedules to reflect any changes since the date of delivery of the original Disclosure Schedules or any matters of which Seller first acquires Knowledge following the original delivery date of such Disclosure Schedules. Any If any such updates update or supplements shall be deemed to amend supplement contains information that would, in the Schedules for all purposes retroactively to the Effective Dateabsence of such update or supplement, except that (i) no amendment to Schedules 1.1(a) and 2.4(a) may be made without Purchaser’s written consent, and (ii) any amendments permitted above shall be disregarded (x) in determining whether have caused the conditions to Closing set forth in Section 5.3(a) or Section 5.3(e5.3(d) below have been not to be satisfied, Purchaser may within ten (10) days following receipt of such update or supplement, terminate this Agreement upon written notice to Seller, and (yupon such termination Purchaser shall be entitled to a return of the Xxxxxxx Money. If Purchaser fails to exercise its termination right within 10 days with respect to any such update or supplement to a Disclosure Schedule described in the preceding sentence, such update or supplement, together with any update or supplement not subject to the preceding sentence, shall be deemed to amend the Disclosure Schedules for all purposes retroactively to the Effective Date) for all purposes under this Agreement Agreement; provided that such updates or supplements shall be disregarded if Seller intentionally omitted such information from the original SchedulesDisclosure Schedules or any such updates or supplements. Notwithstanding the foregoing, if Purchaser has Buyer and Seller acknowledge certain Schedules of the right to terminate this Agreement pursuant to Sections 5.6(b), (c) or (d) and does not exercise such right as a result of such update to such schedules within ten (10) business days thereof, then such update to the disclosure schedules shall Disclosure Schedules may be deemed to have amended the appropriate schedule incomplete as of the Effective Date, to have qualified Date and Seller shall deliver the representations and warranties contained in Section 6 as applicable, as final iteration of such sections of the Effective DateDisclosure Schedules on or before Friday, August 16, 2024, except for Schedule 6.7 and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason copies of the existence of such matterResidency Agreements and any amendments, addendums and schedules thereto related to Schedule 6.7, which shall be delivered by Seller on or before Wednesday, August 14, 2024.

Delivery of Schedules. Seller shall provide all Schedules required by this Agreement (other than those required by ARTICLE 7 hereof, which will be provided by Purchaser by on or before the Schedule Due Date) on or before the date that is within ten (10) calendar days following receipt of the Effective Date Deposit has been confirmed by the Escrow Agent (the “Schedule Due Date”). If applicableIn the event that Seller’s delivery of the Schedules is delayed beyond the Schedule Due Date, Purchaser shall promptly deliver written notice Seller (for such purposes, email correspondence from Purchaser’s attorney to Seller’s attorney shall constitute sufficient written notice) to Seller identifying with specificity the portion of the Schedules that has not been delivered, and the Due Diligence Period shall be extended by the total number of days which elapse between the Schedule Due Date and the date upon which all required Schedules have actually been provided to Purchaser, or, as applicable, any insufficiently completed Schedules have been corrected to Purchaser’s reasonable satisfaction (inclusive of the Schedule Due Date and the last applicable date of delivery or correction, as applicable). Any fact or item disclosed on any Schedule to this Agreement shall be deemed disclosed with regard to all other representations and warranties to which such fact or item may reasonably apply to the extent such disclosure would provide notice to a reasonable person that the information disclosed would also qualify, or constitute an exception to, such other representations and warranties. Seller may from time to time supplement and update such Schedules to reflect any changes since the date of delivery of the original Schedules or any matters of which Seller Seller’s Knowledge was first acquires Knowledge acquired following the original delivery date of such Schedules. Any such updates or supplements shall be deemed to amend the Schedules for all purposes retroactively to the Effective Date, except that (i) no amendment to Schedules 1.1(a) ), 2.2(d), and 2.4(a) may be made without Purchaser’s written consent, (ii) any amendments shall not result in any extension of the Due Diligence Period, and (iiiii) any amendments permitted above shall be disregarded (x) in determining whether if the conditions to Closing set forth in Section 5.3(a) or Section 5.3(e) below have been satisfied, and (y) for all purposes under this Agreement if Seller intentionally omitted such information from the original Schedules. Notwithstanding the foregoing, if Purchaser has the right to terminate this Agreement pursuant to Sections 5.6(b), (c) or (d) and does not exercise such right as a result of such update to such schedules within ten (10) business days thereof, then such update to the disclosure schedules shall be deemed to have amended the appropriate schedule as of the Effective Date, to have qualified the representations and warranties contained in Section 6 as applicable, as of the Effective Date, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the existence of such matter.

Delivery of Schedules. Seller shall provide all Schedules required by this Agreement (other than those required by ARTICLE 7 hereof, which will be provided by Purchaser by on or before the Schedule Due Date) on or before the date that is within ten (10) calendar days following the Effective Date (the “Schedule Due Date”). If applicable, the Due Diligence Period shall be extended by the total number of days which elapse between the Schedule Due Date and the date upon which all required Schedules have actually been provided to Purchaser, or, as applicable, any insufficiently completed Schedules have been corrected to Purchaser’s reasonable satisfaction (inclusive of the Schedule Due Date and the last applicable date of delivery or correction, as applicable). Any fact or item disclosed on any Schedule to this Agreement shall be deemed disclosed with regard to all other representations and warranties to which such fact or item may reasonably apply to the extent such disclosure would provide notice to a reasonable person that the information disclosed would also qualify, or constitute an exception to, such other representations and warranties. Seller may from time to time supplement and update such Schedules to reflect any changes since the date of delivery of the original Schedules or any matters of which Seller Seller’s Knowledge was first acquires Knowledge acquired following the original delivery date of such Schedules. Any such updates or supplements shall be deemed to amend the Schedules for all purposes retroactively to the Effective Date, except that (i) no amendment to Schedules 1.1(a) ), 2.2(d), and 2.4(a) may be made without Purchaser’s written consent, and (ii) any amendments permitted above shall be disregarded (xi) in determining whether if the conditions to Closing set forth in Section 5.3(a) or Section 5.3(e) below have been satisfied, and (yii) for all purposes under this Agreement if Seller intentionally omitted such information from the original Schedules. Notwithstanding the foregoing, if Purchaser has the right to terminate this Agreement pursuant to Sections 5.6(b), (c) or (d) and does not exercise such right as a result of such update to such schedules within ten (10) business days thereof, then such update to the disclosure schedules shall be deemed to have amended the appropriate schedule as of the Effective Date, to have qualified the representations and warranties contained in Section 6 as applicable, as of the Effective Date, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the existence of such matter.

Delivery of Schedules. Seller shall provide all Schedules required by this Agreement (other than those required by ARTICLE 7 hereof, which will be provided by Purchaser by the Schedule Due Date) within ten three (103) days following the Effective Date (the “Schedule Due Date”). If applicable, the Due Diligence Period shall be extended by the total number of days which elapse between the Schedule Due Date and the date upon which all required Schedules have actually been provided to Purchaser, or, as applicable, any insufficiently completed Schedules have been corrected to Purchaser’s reasonable satisfaction (inclusive of the Schedule Due Date and the last applicable date of delivery or correction, as applicable). Any fact or item disclosed on any Schedule to this Agreement shall be deemed disclosed with regard to all other representations and warranties to which such fact or item may reasonably apply to the extent such disclosure would provide notice to a reasonable person that the information disclosed would also qualify, or constitute an exception to, such other representations and warranties. Seller may from time to time supplement and update such Schedules to reflect any changes since the date of delivery of the original Schedules or any matters of which Seller first acquires Knowledge following the original delivery date of such Schedules, each of which shall be deemed a Changed Condition and subject to the terms of Section 4.3. Any such updates or supplements shall be deemed to amend the Schedules for all purposes retroactively to the Effective Date, except that (i) no amendment to Schedules 1.1(a) ), 1.1(c), 2.4(a), and 2.4(a4.4(b) may be made without Purchaser’s written consent, and (ii) any amendments permitted above shall be disregarded (x) in determining whether the conditions to Closing set forth in Section 5.3(a) or Section 5.3(e) below have been satisfied, and (y) for all purposes under this Agreement if Seller intentionally omitted such information from the original Schedules. Notwithstanding the foregoing, if Purchaser has the right to terminate this Agreement pursuant to Sections 5.6(b), (c) or (d) and does not exercise such right as a result of such update to such schedules within ten (10) business days thereof, then such update to the disclosure schedules shall be deemed to have amended the appropriate schedule as of the Effective Date, to have qualified the representations and warranties contained in Section 6 as applicable, as of the Effective Date, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the existence of such matter.

Delivery of Schedules. Seller shall provide all Schedules required to be provided by Seller under the terms of this Agreement (other than those required by ARTICLE 7 hereof, which will be provided by Purchaser by the Schedule Due DateDate and Schedules 1.1(a), 1.1(b), 3.3, all of which require the cooperation of the parties to prepare and which the parties will endeavor to complete during the Due Diligence Period) within ten (10) business days following the Effective Date (the “Schedule Due Date”). If applicable, the Due Diligence Period shall be extended by the total number of days which elapse between the Schedule Due Date and the date upon which all required Schedules have actually been provided to Purchaser, or, as applicable, any insufficiently completed Schedules have been corrected to Purchaser’s reasonable satisfaction (inclusive of the Schedule Due Date and the last applicable date of delivery or correction, as applicable),. Any fact or item disclosed on any Schedule to this Agreement shall be deemed disclosed with regard to all other representations and warranties to which such fact or item may reasonably apply to the extent such disclosure would provide notice to a reasonable person that the information disclosed would also qualify, or constitute an exception to, such other representations and warranties. Seller may from time to time supplement and update such Schedules to reflect any changes since the date of delivery of the original Schedules or any matters of which Seller first acquires Knowledge following the original delivery date of such Schedules. Any such updates or supplements shall be deemed to amend the Schedules for all purposes retroactively to the Effective Date, except that (i) no amendment to Schedules 1.1(a), 1.1(b), 2.2(b) and 2.4(a) may be made without Purchaser’s written consent, and (ii) any amendments permitted above shall be disregarded (x) in determining whether if the conditions to Closing set forth in Section 5.3(a) or Section 5.3(e) below have been satisfied, and (y) for all purposes under this Agreement if Seller intentionally omitted such information from the original Schedules. Notwithstanding the foregoing, if Purchaser has the right to terminate this Agreement pursuant to Sections 5.6(b), (c) or (d) and does not exercise such right as a result of such update to such schedules within ten (10) business days thereof, then such update to the disclosure schedules shall be deemed to have amended the appropriate schedule as of the Effective Date, to have qualified the representations and warranties contained in Section 6 as applicable, as of the Effective Date, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the existence of such matter.