Common use of Disclosure Schedule Updates Clause in Contracts

Disclosure Schedule Updates. (a) From time to time during the period between the Execution Date and immediately prior to the Closing, BCC or Bona Vida may at its option supplement or amend and deliver updates to its Disclosure Schedule (each, a “Schedule Update”) that are necessary to correct any representation or warranty that has become inaccurate or incomplete solely due to a fact, event or circumstance that arises after the Execution Date and which, if existing or occurring on or prior to the Execution Date, would have been required to be set forth or described in such Disclosure Schedule. (b) If the existence of any matter set forth in a Schedule Update (each, a “New Matter”) or all such New Matters, taken as a whole: (i) would not result in the failure of the conditions set forth in Section 6.4(a), Section 6.4(c), Section 6.5(a) or Section 6.5(c), and (ii) was not the result of an intentional breach of this Agreement by BCC or Bona Vida, then such Schedule Update shall be deemed to have amended the appropriate Section of the Disclosure Schedule of BCC or Bona Vida, to have qualified the applicable representations and warranties contained in this Agreement and to have cured any inaccuracy in or breach of any representation or warranty that otherwise might have existed hereunder by reason of the existence of such New Matter for purposes of determining whether or not the conditions set forth in Section 6.4(a), Section 6.4(c), Section 6.5(a) or Section 6.5(c) (as applicable) have been satisfied, but any information disclosed in such Schedule Update shall not cure any inaccuracy in or breach of any representation or warranty contained in this Agreement for purposes of the indemnification rights contained in Section 5.6. (c) If the existence of any New Matter, individually or in the aggregate with all New Matters, taken as a whole, (i) would result in the failure of the conditions set forth in Section 6.4(a), Section 6.4(c), Section 6.5(a) or Section 6.5(c), or (ii) such New Matter is the result of an intentional breach of this Agreement by BCC or Bona Vida (which, for purposes of clauses (i) and (ii), it should be assumed that such breach is continuing as of the Closing), the other Party shall have the right to either (x) terminate this Agreement pursuant to Section 7.1(c) or Section 7.1(d) (as applicable) or (y) consummate the transactions contemplated by this Agreement. If such other Party elects to consummate the transactions contemplated by this Agreement notwithstanding such New Matter, then such Schedule Update shall be deemed to have amended the appropriate Section of such Disclosure Schedule, to have qualified the applicable representations and warranties contained in this Agreement and to have cured any inaccuracy in or breach of any representation or warranty that otherwise might have existed hereunder by reason of the existence of such New Matter for purposes of determining whether or not the conditions set forth in Section 6.4(a), Section 6.4(c), Section 6.5(a) or Section 6.5(c) have been satisfied, but any information disclosed in such Schedule Update shall not cure any inaccuracy in or breach of any representation or warranty contained in this Agreement for purposes of the indemnification rights contained in Section 5.6. (d) The representations, warranties and covenants of BCC and Bona Vida, and each Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of such Indemnified Party (including by any of its Representatives) or by reason of the fact that such Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of such Indemnified Party’s waiver of any condition set forth in Section 6.3, Section 6.4 or Section 6.5 as the case may be.

Disclosure Schedule Updates. Concurrently with the execution and delivery of this Agreement, the Company and Seller have delivered to Buyer the disclosure schedules to this Agreement (a) the “Schedules”). From time and after the date of this Agreement until the Closing Date, the Company and/or Seller shall promptly prepare and deliver to time during the period between the Execution Date and immediately prior Buyer supplements and/or amendments to the ClosingSchedules (which may contain additional Schedules that are not in existence as of the date hereof relating to any of the provisions contained in ARTICLE III and/or ARTICLE IV (other than the representations and warranties set forth in Section 3.1(a) (Organization and Qualification; Subsidiaries), BCC Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.16 (Brokers), Section 4.1 (Authority), Section 4.3 (Title to the Shares; Ownership of Seller) and Section 4.5 (Brokers)), in each case, such supplement, amendment or Bona Vida may at its option supplement or amend and deliver updates new Schedule being referred to its Disclosure Schedule (each, a as an “Schedule Update”) that are necessary with respect to correct any representation or warranty that has become inaccurate or incomplete solely due to a fact, event or circumstance that arises matters first arising after the Execution Date and date hereof, which, if existing or occurring on or prior to at the Execution Date, date of this Agreement would have been required to be set forth or described in the Schedules, in each case, to the extent such Disclosure Schedule. (b) If matters, individually or in the existence aggregate, would give rise to a failure of any matter the condition set forth in a Schedule Section 7.2(a). Each such Update (each, a “New Matter”) or shall be deemed to be an amendment to this Agreement for all such New Matters, taken as a whole: (i) would not result in the failure purposes hereof other than for purposes of the conditions set forth in Section 6.4(a7.2(a); provided that, Section 6.4(c)in the event that the disclosure of the facts, Section 6.5(a) or Section 6.5(c), circumstances and (ii) was not events included in such Update would give Buyer the result of an intentional breach of right to elect to terminate this Agreement by BCC or Bona Vidapursuant to Section 8.1(b) if the 30-day cure period described therein had lapsed and Xxxxx does not make such election within five Business Days of its receipt of such Update, then such Schedule Update shall be deemed to have amended the appropriate Section of the Disclosure Schedule of BCC or Bona Vida, be an amendment to have qualified the applicable representations and warranties contained in this Agreement and for all purposes hereof, including with respect to have cured any inaccuracy in or breach of any representation or warranty that otherwise might have existed hereunder by reason of the existence of such New Matter for purposes of determining whether or not the conditions set forth in Section 6.4(a7.2(a), Section 6.4(c), Section 6.5(a) or Section 6.5(c) (as applicable) have been satisfied, but any information disclosed in such Schedule Update shall not cure any inaccuracy in or breach of any representation or warranty contained in this Agreement for purposes of the indemnification rights contained in Section 5.6. (c) If the existence of any New Matter, individually or in the aggregate with all New Matters, taken as a whole, (i) would result in the failure of the conditions set forth in Section 6.4(a), Section 6.4(c), Section 6.5(a) or Section 6.5(c), or (ii) such New Matter is the result of an intentional breach of this Agreement by BCC or Bona Vida (which, for purposes of clauses (i) and (ii), it should be assumed that such breach is continuing as of the Closing), the other Party shall have the right to either (x) terminate this Agreement pursuant to Section 7.1(c) or Section 7.1(d) (as applicable) or (y) consummate the transactions contemplated by this Agreement. If such other Party elects to consummate the transactions contemplated by this Agreement notwithstanding such New Matter, then such Schedule Update shall be deemed to have amended the appropriate Section of such Disclosure Schedule, to have qualified the applicable representations and warranties contained in this Agreement and to have cured any inaccuracy in or breach of any representation or warranty that otherwise might have existed hereunder by reason of the existence of such New Matter for purposes of determining whether or not the conditions set forth in Section 6.4(a), Section 6.4(c), Section 6.5(a) or Section 6.5(c) have been satisfied, but any information disclosed in such Schedule Update shall not cure any inaccuracy in or breach of any representation or warranty contained in this Agreement for purposes of the indemnification rights contained in Section 5.6. (d) The representations, warranties and covenants of BCC and Bona Vida, and each Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of such Indemnified Party (including by any of its Representatives) or by reason of the fact that such Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of such Indemnified Party’s waiver of any condition set forth in Section 6.3, Section 6.4 or Section 6.5 as the case may be.

Disclosure Schedule Updates. Concurrently with the execution and delivery of this Agreement, the Company and Seller have delivered to Buyer the disclosure schedules to this Agreement (a) the “Schedules”). From time and after the date of this Agreement until the Closing Date, the Company and/or Seller shall promptly prepare and deliver to time during the period between the Execution Date and immediately prior Buyer supplements and/or amendments to the ClosingSchedules (which may contain additional Schedules that are not in existence as of the date hereof relating to any of the provisions contained in ARTICLE III and/or ARTICLE IV (other than the representations and warranties set forth in Section 3.1(a) (Organization and Qualification; Subsidiaries), BCC Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.16 (Brokers), Section 4.1 (Authority), Section 4.3 (Title to the Shares; Ownership of Seller) and Section 4.5 (Brokers)), in each case, such supplement, amendment or Bona Vida may at its option supplement or amend and deliver updates new Schedule being referred to its Disclosure Schedule (each, a as an “Schedule Update”) that are necessary with respect to correct any representation or warranty that has become inaccurate or incomplete solely due to a fact, event or circumstance that arises matters first arising after the Execution Date and date hereof, which, if existing or occurring on or prior to at the Execution Date, date of this Agreement would have been required to be set forth or described in the Schedules, in each case, to the extent such Disclosure Schedule. (b) If matters, individually or in the existence aggregate, would give rise to a failure of any matter the condition set forth in a Schedule Section 7.2(a). Each such Update (each, a “New Matter”) or shall be deemed to be an amendment to this Agreement for all such New Matters, taken as a whole: (i) would not result in the failure purposes hereof other than for purposes of the conditions set forth in Section 6.4(a7.2(a); provided that, Section 6.4(c)in the event that the disclosure of the facts, Section 6.5(a) or Section 6.5(c), circumstances and (ii) was not events included in such Update would give Buyer the result of an intentional breach of right to elect to terminate this Agreement by BCC or Bona Vidapursuant to Section 8.1(b) if the 30-day cure period described therein had lapsed and Buyer does not make such election within five Business Days of its receipt of such Update, then such Schedule Update shall be deemed to have amended the appropriate Section of the Disclosure Schedule of BCC or Bona Vida, be an amendment to have qualified the applicable representations and warranties contained in this Agreement and for all purposes hereof, including with respect to have cured any inaccuracy in or breach of any representation or warranty that otherwise might have existed hereunder by reason of the existence of such New Matter for purposes of determining whether or not the conditions set forth in Section 6.4(a7.2(a), Section 6.4(c), Section 6.5(a) or Section 6.5(c) (as applicable) have been satisfied, but any information disclosed in such Schedule Update shall not cure any inaccuracy in or breach of any representation or warranty contained in this Agreement for purposes of the indemnification rights contained in Section 5.6. (c) If the existence of any New Matter, individually or in the aggregate with all New Matters, taken as a whole, (i) would result in the failure of the conditions set forth in Section 6.4(a), Section 6.4(c), Section 6.5(a) or Section 6.5(c), or (ii) such New Matter is the result of an intentional breach of this Agreement by BCC or Bona Vida (which, for purposes of clauses (i) and (ii), it should be assumed that such breach is continuing as of the Closing), the other Party shall have the right to either (x) terminate this Agreement pursuant to Section 7.1(c) or Section 7.1(d) (as applicable) or (y) consummate the transactions contemplated by this Agreement. If such other Party elects to consummate the transactions contemplated by this Agreement notwithstanding such New Matter, then such Schedule Update shall be deemed to have amended the appropriate Section of such Disclosure Schedule, to have qualified the applicable representations and warranties contained in this Agreement and to have cured any inaccuracy in or breach of any representation or warranty that otherwise might have existed hereunder by reason of the existence of such New Matter for purposes of determining whether or not the conditions set forth in Section 6.4(a), Section 6.4(c), Section 6.5(a) or Section 6.5(c) have been satisfied, but any information disclosed in such Schedule Update shall not cure any inaccuracy in or breach of any representation or warranty contained in this Agreement for purposes of the indemnification rights contained in Section 5.6. (d) The representations, warranties and covenants of BCC and Bona Vida, and each Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of such Indemnified Party (including by any of its Representatives) or by reason of the fact that such Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of such Indemnified Party’s waiver of any condition set forth in Section 6.3, Section 6.4 or Section 6.5 as the case may be.