Disclosure Schedules Updates. Notwithstanding anything to the contrary in this Agreement, the Company shall have the right to amend or supplement any Disclosure Schedules from time to time without XXXX’x consent to the extent that (whether or not the facts or circumstances arose before or after the Effective Date) the Disclosure Schedules need to be amended or supplemented to maintain the truth or accuracy of the applicable representation or warranty or the information disclosed therein, by providing a written copy of such amendment or supplement to XXXX. If at any time prior to the Closing the Company makes any such amendment or supplement to the Disclosure Schedules (each, a “New Disclosure Item”), and such New Disclosure Item would, in XXXX’x good faith determination, result in a Material Adverse Effect with respect to the Company, then XXXX, as its sole remedy under this Agreement (and Article VIII remedies shall be inapplicable thereto), shall have the right to terminate this Agreement. Any such election to terminate this Agreement shall be made by XXXX by written notice thereof given to the Company not later than five (5) Business Days after XXXX’x receipt of notice from the Company of such New Disclosure Item (but, in any event, prior to the Closing), provided that any election by XXXX to terminate this Agreement shall not be effective unless the Company fails to cure the fact or circumstance giving rise to the Material Adverse Effect resulting from such New Disclosure Item within thirty (30) days following the delivery of XXXX’x termination notice. If the Company elects to cure the fact or circumstance giving rise to such New Disclosure Item following XXXX’x timely delivery of termination notice, the Company shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of pursuing and completing such cure.
Disclosure Schedules Updates. MAPCO, the Beacon Investors and NewCo shall promptly review in good faith the Schedules submitted by MCI on June 21, 1996. The Beacon Investors and NewCo shall identify to MAPCO and MCI in writing any disagreements or concerns they may have with respect to any items disclosed on such Schedules, and shall be deemed to have accepted all other items disclosed thereon and not so identified. MAPCO, the Beacon Investors and NewCo shall use all reasonable efforts to resolve in good faith any such disagreement or concern. No later than five business days prior to the scheduled Closing Date, MAPCO shall amend or supplement the Schedules with respect to any matter coming to its attention or arising which, if known to it or existing prior to the date of this Agreement, would have been required to be set forth therein or which is necessary or desirable to complete or correct any information contained therein or in any representation or warranty rendered inaccurate thereby. Notwithstanding the foregoing, for the purposes of determining the satisfaction of the conditions to Closing set forth in Article VIII, the Schedules shall not be deemed to have been amended or supplemented from the form in which they were delivered on the date of this Agreement, but if the Closing shall occur shall be deemed to have been amended for all purposes from and after the Closing.
Disclosure Schedules Updates. The Company shall supplement the information set forth in the Company Disclosure Schedule with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the Agreement Date, would have been required to be set forth or described in the Company Disclosure Schedule on the Agreement Date or that is necessary to correct any information in the Company Disclosure Schedule or in any representation or warranty of the Company which has been rendered inaccurate thereby promptly following discovery thereof. Any such disclosure shall not be deemed to constitute an exception to the representations and warranties of the Company under Article 2 (Representations and Warranties by the Company), nor limit the rights of APC under this Agreement for any breach by the Company of such representations and warranties or have any effect for purposes of determining the satisfaction of the conditions set forth in Section 5.1 (Conditions to Obligations of APC).
Disclosure Schedules Updates. The information in the Schedules hereto are either exceptions to particular representations, warranties, covenants, agreement or obligations of a Party, as set forth in this Agreement or descriptions or lists referred to in this Agreement. No information set forth therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever. Seller shall have the right to update or supplement the Schedules, in its discretion, prior to Closing by written notice, or the provision of a replacement Schedule, to Buyer, and such update or replacement shall be deemed to amend such Schedule for all purposes of this Agreement; provided that Seller may only make updates for information since the Effective Date and, if any such update results in a material adverse effect on the Assets and Assumed Liabilities to be transferred to Buyer as a whole, then Buyer’s sole remedy is a termination of the Agreement, and upon such termination, this Agreement shall become void and there shall be no liability or obligation hereunder on the part of any Party. Notwithstanding the above, the Parties acknowledge and agree that (i) the PennVest information on the Schedules will require a pre-Closing update (including the PennVest Projects, the PennVest Loan Document and the Assumed PennVest Debt Amount), (ii) that such updates shall in no event be a material adverse effect (as referenced above) and the (iii) such updates, even though delivered prior to the Closing, will be effective and binding as a reasonable and good faith estimate as of the Closing (without the need for a post-Closing true-up). The headings contained in the Schedules are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Schedules or the Agreement.
