Common use of Disclosure Schedule Updates Clause in Contracts

Disclosure Schedule Updates. From and after the Execution Date until the Closing, Sellers shall be entitled to supplement, update, amend or modify the Disclosure Schedules relating to the representations and warranties of Sellers set forth in Article III to reflect any facts, circumstances or events first arising or, in the case of representations given to the Knowledge of Sellers, becoming known to Sellers subsequent to the Execution Date, by providing Buyer with written notice (“Schedule Update Notice”) setting forth the update, amendment or modification and specifying the Disclosure Schedule or Disclosure Schedules affected thereby, and such supplement, update, amendment or modification shall amend and supplement the applicable Disclosure Schedules previously delivered; provided, however, that if any such Disclosure Schedules are supplemented, updated, amended or modified in a manner that discloses any matter or circumstance that would otherwise give rise to a failure of the condition in Section 8.02(a)(ii) to be satisfied as of the date of such Schedule Update Notice (determined as if the date of such Schedule Update Notice were the Closing Date), Buyer may terminate this Agreement pursuant to Section 9.01(d)(iii), provided if Buyer provides written notice to terminate this Agreement pursuant to Section 9.01(d)(iii) then, if such breach giving rise to the failure of such condition is capable of being cured, upon written notice of Sellers to Buyer within one (1) Business Day of receipt of Buyer’s written notice to terminate this Agreement pursuant to Section 9.01(d)(iii) that Sellers elect to attempt to cure such breach such termination shall not be effective unless (and until) as of the end of the applicable cure period set forth in Section 9.01(d)(iii) such breach shall not have been cured to the extent necessary to no longer cause a failure of the condition in Section 8.02(a)(ii) to be satisfied. If Buyer fails to timely provide written notice to terminate this Agreement pursuant to Section 9.01(d)(iii) with respect to any supplement, update, amendment or modification of the Disclosure Schedules as provided in this Section 7.07, then Buyer, in respect of such matters disclosed by supplement, update, amendment or modification, shall be deemed to have waived its right to terminate this Agreement or prevent the consummation of the transactions contemplated by this Agreement pursuant to Section 8.02(a)(ii) or Section 9.01(d)(iii), as applicable, and to have accepted such updated Disclosure Schedules for all purposes under this Agreement. The terms of this Section 7.07 shall apply mutatis mutandis with respect to the right of Buyer to supplement, update, amend or modify its Disclosure Schedules relating to the representations and warranties of Buyer set forth in Article IV to reflect any facts, circumstances or events first arising or, in the case of representations given to the Knowledge of Buyer, becoming known to Buyer subsequent to the Execution Date.

Disclosure Schedule Updates. From and after If necessary, on a periodic basis, at any time prior to the Execution Date until date which is ten (10) days prior to anticipated Closing Date, the Closing, Sellers shall be entitled to supplement, update, may supplement or amend or modify the Disclosure Schedules relating and deliver such amendment or supplement with respect to any event, circumstance or development that arises between the representations date hereof and warranties of Sellers set forth the Closing Date and would render untrue any representation or warranty made in Article III to reflect any facts, circumstances or events first arising or, in the case of representations given to the Knowledge of Sellers, becoming known to Sellers subsequent to the Execution Date, by providing Buyer with written notice (“Schedule Update Notice”) setting forth the update, 3 and Article 4. Any such amendment or modification and specifying the Disclosure Schedule or Disclosure Schedules affected therebysupplement shall be in writing, and such supplementshall reference this Section 6.04, update, amendment or modification shall amend and supplement the applicable Disclosure Schedules previously delivered; provided, however, that if any such Disclosure Schedules are supplemented, updated, amended or modified in a manner that discloses any matter or circumstance that would otherwise give rise to a failure be signed by an officer of the condition in Section 8.02(a)(ii) to Company and shall be satisfied as of the date of such Schedule Update Notice (determined as if the date of such Schedule Update Notice were the Closing Date), Buyer may terminate this Agreement delivered pursuant to Section 9.01(d)(iii), provided if Buyer provides written notice 11.02 hereof. If any such amendment or supplement triggers a right of the Purchaser to terminate this Agreement pursuant to Section 9.01(d)(iiiArticle 8 and the Purchaser does not exercise its right to terminate this Agreement within ten (10) thendays, if then such amendment or supplement shall be deemed to have amended the Disclosure Schedules, to have modified the representations contained in Article 3 and Article 4 and to have cured any misrepresentation or breach giving rise of warranty that otherwise might have existed hereunder by reason of the event, circumstance or development (and the Sellers shall have no Liability to the failure Purchaser with respect to such event, circumstance or development) and the Purchaser shall be deemed to have irrevocably waived any right to indemnification under Article 9 with respect to such events, circumstances or developments. If any such amendment or supplement does not trigger a right of such condition is capable of being cured, upon written notice of Sellers to Buyer within one (1) Business Day of receipt of Buyer’s written notice the Purchaser to terminate this Agreement pursuant to Section 9.01(d)(iii) that Sellers elect to attempt to cure Article 8, then such breach such termination amendment or supplement shall not be effective unless (and until) as of the end of the applicable cure period set forth in Section 9.01(d)(iii) such breach shall not have been cured to the extent necessary to no longer cause a failure of the condition in Section 8.02(a)(ii) to be satisfied. If Buyer fails to timely provide written notice to terminate this Agreement pursuant to Section 9.01(d)(iii) with respect to any supplement, update, amendment or modification of the Disclosure Schedules as provided in this Section 7.07, then Buyer, in respect of such matters disclosed by supplement, update, amendment or modification, shall be deemed to have waived its right to terminate this Agreement or prevent amended the consummation of the transactions contemplated by this Agreement pursuant to Section 8.02(a)(ii) or Section 9.01(d)(iii), as applicable, and to have accepted such updated Disclosure Schedules and shall not cure any misrepresentation or breach of warranty (including for all the purposes under this Agreement. The terms of this Section 7.07 shall apply mutatis mutandis with respect to determining whether or not the right of Buyer to supplement, update, amend or modify its Disclosure Schedules relating to the representations and warranties of Buyer conditions set forth in Article IV 2 have been satisfied) and the Purchaser shall continue to reflect be entitled to any factsright to indemnification under Article 9 with respect to such events, circumstances or events first arising or, in the case of representations given to the Knowledge of Buyer, becoming known to Buyer subsequent to the Execution Datedevelopments notwithstanding such amendment or supplement.

Disclosure Schedule Updates. (a) From and after the Execution Date until the Closing, Sellers shall be entitled to supplement, update, amend or modify the Disclosure Schedules relating to the representations and warranties of Sellers set forth in Article III to reflect any facts, circumstances or events first arising or, in the case of representations given to the Knowledge of Sellers, becoming known to Sellers subsequent to the Execution Date, by providing Buyer with written notice (“Schedule Update Notice”) setting forth the update, amendment or modification and specifying the Disclosure Schedule or Disclosure Schedules affected thereby, and such supplement, update, amendment or modification shall amend and supplement the applicable Disclosure Schedules previously delivered; provided, however, that if any such Disclosure Schedules are supplemented, updated, amended or modified in a manner that discloses any matter or circumstance that would otherwise give rise to a failure of the condition in Section 8.02(a)(ii) to be satisfied as of the date of such Schedule Update Notice (determined as if the date of such Schedule Update Notice were the Closing Date), Buyer may terminate this Agreement pursuant to Section 9.01(d)(iii9.01(d)(ii), provided if Buyer provides written notice to terminate this Agreement pursuant to Section 9.01(d)(iii9.01(d)(ii) then, if such breach giving rise to the failure of such condition is capable of being cured, upon written notice of Sellers to Buyer within one (1) Business Day of receipt of Buyer’s written notice to terminate this Agreement pursuant to Section 9.01(d)(iii9.01(d)(ii) that Sellers elect to attempt to cure such breach such termination shall not be effective unless (and until) as of the end of the applicable cure period set forth in Section 9.01(d)(iii9.01(d)(ii) such breach shall not have been cured to the extent necessary to no longer cause a failure of the condition in Section 8.02(a)(ii) to be satisfied. If Buyer fails to timely provide written notice to terminate this Agreement pursuant to Section 9.01(d)(iii9.01(d)(ii) with respect to any supplement, update, amendment or modification of the Disclosure Schedules as provided in this Section 7.07, then Buyer, in respect of such matters disclosed by supplement, update, amendment or modification, shall be deemed to have waived its right to terminate this Agreement or prevent the consummation of the transactions contemplated by this Agreement pursuant to Section 8.02(a)(ii) or Section 9.01(d)(iii9.01(d)(ii), as applicable, and to have accepted such updated Disclosure Schedules for all purposes under this Agreement. The terms of this Section 7.07 . (b) From and after the Execution Date until the Closing, Buyer shall apply mutatis mutandis with respect to the right of Buyer be entitled to supplement, update, amend or modify its the Disclosure Schedules relating to the representations and warranties of Parent and Buyer set forth in Article IV to reflect any facts, circumstances or events first arising or, in the case of representations given to the Knowledge of Buyer, becoming known to Buyer subsequent to the Execution Date, by providing Sellers with a Schedule Update Notice setting forth the update, amendment or modification and specifying the Disclosure Schedule or Disclosure Schedules affected thereby, and such supplement, update, amendment or modification shall amend and supplement the applicable Disclosure Schedules previously delivered; provided, however, that if any such Disclosure Schedules are supplemented, updated, amended or modified in a manner that discloses any matter or circumstance that would otherwise give rise to a failure of the condition in Section 8.03(a)(ii) to be satisfied as of the date of such Schedule Update Notice (determined as if the date of such Schedule Update Notice were the Closing Date), Sellers may terminate this Agreement pursuant to Section 9.01(e)(ii), provided if Sellers provide written notice to terminate this Agreement pursuant to Section 9.01(e)(ii) then, if such breach giving rise to the failure of such condition is capable of being cured, upon written notice of Buyer to Sellers within one (1) Business Day of receipt of Sellers’ written notice to terminate this Agreement pursuant to Section 9.01(e)(ii) that Buyer elects to attempt to cure such breach such termination shall not be effective unless (and until) as of the end of the applicable cure period set forth in Section 9.01(e)(ii) such breach shall not have been cured to the extent necessary to no longer cause a failure of the condition in Section 8.03(a)(ii) to be satisfied. If Sellers fail to timely provide written notice to terminate this Agreement pursuant to Section 9.01(e)(ii) with respect to any supplement, update, amendment or modification of the Disclosure Schedules as provided in this Section 7.07, then Sellers, in respect of such matters disclosed by supplement, update, amendment or modification, shall be deemed to have waived its right to terminate this Agreement or prevent the consummation of the transactions contemplated by this Agreement pursuant to Section 8.03(a)(ii) or Section 9.01(e)(ii), as applicable, and to have accepted such updated Disclosure Schedules for all purposes under this Agreement.

Disclosure Schedule Updates. From and after (a) Seller shall have the Execution Date right, until five (5) business days prior to the Closing, Sellers to supplement the Disclosure Schedules with respect to any matter or matters arising before the date hereof which would have been required to be set forth on or described in the Disclosure Schedules as of the execution date hereof that relate to the representations and warranties in Article II (other than the last sentence of Section 2.8) (an "EXECUTION UPDATE"). Any such Execution Update furnished to Buyer will not be deemed to have been disclosed as of the date of this Agreement for purposes of determining whether the conditions to Closing set forth in Article V have been satisfied. If the Closing occurs and the Execution Update includes a matter or matters that (i) were inadvertently omitted by Seller from the applicable Disclosure Schedules on the execution date hereof, then the Deductible shall be entitled reduced, as of the Closing Date, by one-half of the amount of the Loss incurred by Buyer as a result of the breach of the applicable representation or warranty caused by such matter or matters and (ii) were intentionally and willfully omitted by Seller from the Disclosure Schedules on the execution date hereof, then the Deductible shall not apply with respect to supplementBuyer's right to seek indemnity under Article VIII with respect to the Loss incurred by Buyer as a result of the breach of the applicable representation or warranty. (b) Seller shall have the right, updateuntil five (5) business days prior to the Closing, amend or modify to supplement the Disclosure Schedules relating to the Seller's representations and warranties of Sellers in Article II and the covenant in Section 4.11 with respect to any matter or matters arising on or after the date hereof which would have been required to be set forth on or described in Article III to reflect any facts, circumstances or events first arising or, in the case of representations given to the Knowledge of Sellers, becoming known to Sellers subsequent to the Execution Date, by providing Buyer with written notice (“Schedule Update Notice”) setting forth the update, amendment or modification and specifying the Disclosure Schedule or such Disclosure Schedules affected thereby, and such supplement, update, amendment or modification shall amend and supplement the applicable Disclosure Schedules previously delivered; provided, however, that if to correct any information in any such Disclosure Schedules are supplemented, updated, amended or modified in a manner Schedule which has been rendered inaccurate thereby; provided that discloses any the addition of such matter or circumstance that would otherwise give rise matters added with respect to a failure of the condition covenant in Section 8.02(a)(ii4.11 were permitted actions by Seller or the Company under Section 4.1(a) (a "POST-EXECUTION UPDATE "). Any such Post-Execution Update furnished to Buyer will not be satisfied deemed to have been disclosed as of the date of such Schedule Update Notice (determined as if the date of such Schedule Update Notice were the Closing Date), Buyer may terminate this Agreement pursuant for purposes of determining whether the conditions to Section 9.01(d)(iii), provided if Buyer provides written notice to terminate this Agreement pursuant to Section 9.01(d)(iii) then, if such breach giving rise to the failure of such condition is capable of being cured, upon written notice of Sellers to Buyer within one (1) Business Day of receipt of Buyer’s written notice to terminate this Agreement pursuant to Section 9.01(d)(iii) that Sellers elect to attempt to cure such breach such termination shall not be effective unless (and until) as of the end of the applicable cure period Closing set forth in Section 9.01(d)(iii) such breach shall not Article V have been cured to the extent necessary to no longer cause a failure of the condition in Section 8.02(a)(ii) to be satisfied. If Buyer fails to timely provide written notice to terminate this Agreement pursuant to Section 9.01(d)(iii) with respect to any supplementsatisfied but if Closing occurs, update, amendment or modification of the Disclosure Schedules as provided in this Section 7.07, then Buyer, in respect of such matters disclosed by supplement, update, amendment or modification, Post-Execution Update shall be deemed to have waived its right to terminate this Agreement cured any breach of a representation or prevent the consummation of the transactions contemplated by this Agreement pursuant to Section 8.02(a)(ii) or Section 9.01(d)(iii), as applicable, and to have accepted such updated Disclosure Schedules for all purposes under this Agreement. The terms of this Section 7.07 shall apply mutatis mutandis with respect to the right of Buyer to supplement, update, amend or modify its Disclosure Schedules warranty relating to the representations and warranties of Buyer matters set forth in such Post-Execution Update for purposes of indemnification pursuant to Article IV to reflect any facts, circumstances or events first arising or, in the case of representations given to the Knowledge of Buyer, becoming known to Buyer subsequent to the Execution DateVIII.