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 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.