Common use of Notification of Certain Matters; Supplements to Disclosure Schedules Clause in Contracts

Notification of Certain Matters; Supplements to Disclosure Schedules. (a) Each Party shall give prompt written notice to the other Party of (i) the occurrence or non-occurrence of any change, condition or event, the occurrence or non-occurrence of which would cause a breach of a representation or warranty or covenant of such notifying Party contained in this Agreement, which breach would cause, in the case that Seller is such notified Party, any of the conditions to the obligations of Seller to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.3, or in the case that Purchaser is such notified Party, any of the conditions to the obligations of Purchaser to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, not to be satisfied, or (ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or (iii) any Action pending or, to Seller’s Knowledge or Purchaser’s knowledge, as applicable, threatened in writing against a Party or the Parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. The failure to deliver such notice shall not be deemed a breach of a covenant for the purposes of Section 7. (b) Seller shall have the right to supplement the information set forth on the Disclosure Schedules with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules or that is necessary to correct any information in the Disclosure Schedules or in any representation or warranty of Seller which has been rendered inaccurate thereby promptly following discovery thereof. No such supplement, nor any information Purchaser may otherwise obtain from Seller or any other Person, shall be deemed to cure any breach of any representation or warranty made in this Agreement or any Ancillary Agreement or have any effect for purposes of determining Seller’s satisfaction of the conditions set forth in Section 7.1 and Section 7.3 of this Agreement. The failure to deliver such supplement shall not be deemed a breach of a covenant for the purposes of Section 7.

Notification of Certain Matters; Supplements to Disclosure Schedules. (a) Each Party Talisker LeaseCo shall give prompt written notice to the other Party Buyer of (i) the occurrence or non-occurrence of any change, condition or event, the occurrence or non-occurrence of which would cause a breach of a render any representation or warranty or covenant of such notifying Party Talisker contained in this AgreementAgreement or any Transaction Document, which breach if made on or immediately following the date of such event, materially untrue or inaccurate, (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Material Adverse Effect, (iii) to Talisker’s knowledge, any failure of Talisker or any Affiliate of Talisker to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would cause, otherwise result in the case that Seller is such notified Party, nonfulfillment of any of the conditions to the Buyer’s obligations of Seller to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.3hereunder, or in the case that Purchaser is such notified Party, any of the conditions to the obligations of Purchaser to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, not to be satisfied, or (iiiv) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements Transaction Documents or (iiiv) any Action pending or, to Seller’s Knowledge or PurchaserTalisker’s knowledge, as applicable, threatened in writing against a Party party or the Parties parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. The failure to deliver such notice shall not be deemed a breach of a covenant for the purposes of Section 7Transaction Documents. (b) Seller Until the Closing Date, Talisker shall have the right to supplement the information set forth on the Disclosure Schedules with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules or that is necessary to correct any information in the Disclosure Schedules or in any representation or warranty of Seller which Talisker which, after the Execution Date, has been discovered to be or, by the occurrence of an event after the Execution Date, has been rendered inaccurate thereby promptly following discovery thereofthereof by Talisker. For the avoidance of doubt, no updates or supplements to the Exhibits (as opposed to the Disclosure Schedules) shall be permitted. No such supplement, nor any information Purchaser Buyer may otherwise obtain from Seller Talisker or any other Person, shall be deemed to cure any breach of any representation or warranty made in this Agreement or any Ancillary Agreement or Transaction Document or, except as noted below, have any effect for purposes of determining Seller’s the satisfaction of the conditions set forth in Section 7.1 7.3, the compliance by Talisker with any covenant set forth herein or Buyer’s rights to indemnification pursuant to Section 8.2; provided that if and Section 7.3 only if any such supplements disclose liabilities or information that, together with any other Losses previously arising, are reasonably likely to result in Losses of this Agreement. The failure to deliver more than Two Million Dollars ($2,000,000) in the aggregate, then such supplement Losses shall not be deemed a breach of a covenant Material Adverse Effect for the purposes of the condition in Section 77.3(a). Buyer will discuss with Talisker in good faith prior to Closing the settlement of any indemnity obligations arising under this Agreement in respect of any Losses disclosed pursuant to this Section 5.4(b), provided, such discussions shall in no way be deemed to require a delay in Closing provided the conditions to Closing in Article VII are otherwise satisfied or waived.

Notification of Certain Matters; Supplements to Disclosure Schedules. (a) Each Party The Company shall give prompt written notice to the other Party Buyer of (i) the occurrence or non-occurrence of any change, condition or eventevent that has had or is reasonably likely to have a Material Adverse Effect, (ii) any failure of the occurrence Company, any of its Subsidiaries or non-occurrence any other Affiliate of which the Company to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would cause a breach of a representation or warranty or covenant of such notifying Party contained in this Agreement, which breach would cause, otherwise result in the case that Seller is such notified Party, nonfulfillment of any of the conditions to the Buyer’s and Merger Sub’s obligations of Seller to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.3hereunder, or in the case that Purchaser is such notified Party, any of the conditions to the obligations of Purchaser to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, not to be satisfied, or (iiiii) any written notice or or, to the knowledge of the Company, other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or (iiiiv) any Action pending or, to Seller’s Knowledge or Purchaserthe Company’s knowledge, as applicablethreatened against the Company, threatened in writing against a Party the Buyer or the Parties Merger Sub relating to the transactions contemplated by this Agreement or the Ancillary Agreements. The failure to deliver such notice shall not be deemed a breach of a covenant for the purposes of Section 7. (b) Seller The Company shall have the right to supplement the information set forth on the Disclosure Schedules with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules or that is necessary to correct any information in the Disclosure Schedules or in any representation or warranty of Seller the Company which has been rendered inaccurate thereby promptly following discovery thereof. No such supplement, nor any information Purchaser the Buyer may otherwise obtain from Seller the Company or any other Person, shall be deemed to cure any breach of any representation or warranty made in this Agreement or any Ancillary Agreement or have any effect for purposes of determining Seller’s the satisfaction of the conditions set forth in Section 7.1 and 7.3, the compliance by the Company with any covenant set forth herein or the Buyer’s rights to indemnification pursuant to Section 7.3 8.2; provided, however, that any such supplemental disclosure shall not constitute an acknowledgment or admission of a breach of this Agreement. The No notification under this Section 5.4(b) shall be required with respect to matters consented to in writing by Buyer. Notwithstanding anything to the contrary herein, a failure to deliver such supplement perform any covenant set forth in this Section 5.4(b) shall not be deemed to constitute a breach of a covenant for the purposes of Section 7Article VII and Article VIII.

Notification of Certain Matters; Supplements to Disclosure Schedules. (a) Each Party The Seller shall give prompt written notice to the other Party Parent of (i) the occurrence or non-occurrence of any change, condition or event, event the occurrence or non-occurrence of which would cause a breach of a render any representation or warranty or covenant of such notifying Party the Seller Parties contained in this Agreement, which breach if 62 made on or immediately following the date of such event, untrue or inaccurate, (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Material Adverse Effect, (iii) any failure of any Seller Party or any Affiliate or Seller Related Party of any Seller Party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would cause, otherwise result in the case that Seller is such notified Party, nonfulfillment of any of the conditions to the Buyer Parties’ obligations of Seller to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.3hereunder, or in the case that Purchaser is such notified Party, any of the conditions to the obligations of Purchaser to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, not to be satisfied, or (iiiv) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or (iiiv) any Action pending or, to the Seller’s Knowledge or Purchaser’s knowledge, as applicable, threatened in writing against a Party party or the Parties parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. The failure to deliver such notice shall not be deemed a breach of a covenant for the purposes of Section 7. (b) The Buyer shall give prompt written notice to the Seller of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would render any representation or warranty of the Buyer Parties contained in this Agreement, if made on or immediately following the date of such event, untrue or inaccurate, (ii) any failure of any Buyer Party or any Affiliate or Related Party of any Buyer Party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to the Seller Parties’ obligations hereunder, or (iii) any Action pending or, to the Buyer’s knowledge, threatened against a party or the parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. (c) The Seller shall have the right to supplement the information set forth on the Disclosure Schedules with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this AgreementEffective Date, would have been required to be set forth or described in the Disclosure Schedules or that is necessary to correct any information in the Disclosure Schedules or in any representation or warranty of the Seller Parties which has been rendered inaccurate thereby promptly following discovery thereof. No such supplement, nor any information Purchaser the Buyer Parties may otherwise obtain from the Seller Parties or any other Person, shall be deemed to cure any breach of any representation or warranty made in this Agreement or any Ancillary Agreement or have any effect for purposes of determining Seller’s the satisfaction of the conditions set forth in Section 7.1 and 7.3, the compliance by the Seller Parties with any covenant set forth herein or the Buyer Parties’ rights to indemnification pursuant to Section 7.3 of this Agreement. The failure to deliver such supplement shall not be deemed a breach of a covenant for the purposes of Section 78.2.

Notification of Certain Matters; Supplements to Disclosure Schedules. (a) Each Party EQT Gathering, EQT Energy and EESH shall give prompt written notice to the other Party EQM of (i) the occurrence or non-occurrence of any change, condition or event, the occurrence or non-occurrence of which would cause a breach of a render any representation or warranty of EQT Gathering, EQT Energy or covenant of such notifying Party EESH, as applicable, contained in this AgreementAgreement or any Ancillary Agreement if made on or immediately following the date of such event, which breach untrue and incorrect in any material respect; (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Gathering System Material Adverse Effect or Subco Material Adverse Effect, as applicable; (iii) any failure of EQT Gathering, EQT Energy or EESH to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would cause, otherwise result in the case that Seller is such notified Party, nonfulfillment of any of the conditions to the obligations of Seller to consummate the transactions contemplated hereby set forth in Section 7.1 EQM or Section 7.3, or in the case that Purchaser is such notified Party, any of the conditions to the obligations of Purchaser to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, not to be satisfied, or EQM Gathering Opco hereunder; (iiiv) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements Agreements; or (iiiv) any Action pending or, to SellerEQT Gathering’s, EQT Energy’s Knowledge or PurchaserEESH’s knowledge, as applicableKnowledge, threatened in writing against a Party party or the Parties parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. The failure to deliver such notice shall not be deemed a breach of a covenant for the purposes of Section 7. (b) Seller EQM and/or EQM Gathering Opco shall give prompt written notice to EQT Gathering, EQT Energy and EESH of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would render any representation or warranty of EQM or EQM Gathering Opco contained in this Agreement or any Ancillary Agreement if made on or immediately following the date of such event, untrue and incorrect in any material respect; (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have an EQM Material Adverse Effect; (iii) any failure of EQM or EQM Gathering Opco to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the right nonfulfillment of any of the conditions to supplement EQT Gathering’s, EQT Energy’s or EESH’s obligations hereunder; (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements; or (v) any Action pending or, to the Knowledge of EQM or EQM Gathering Opco, threatened against a party or the parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. (c) Each of EQT Gathering, EQT Energy, EESH and EQM shall supplement, in writing and in the same form as originally prepared, the information set forth on in the Asset Disclosure Schedules, the Subco Disclosure Schedules and the EQM Disclosure Schedules, as applicable, with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the such Disclosure Schedules or that is necessary to correct any information in the such Disclosure Schedules or in any representation or warranty of Seller EQT Gathering, EQT Energy, EESH, EQM or EQM Gathering Opco, as applicable, which has been rendered inaccurate thereby promptly following discovery thereof; provided, however, that no party may supplement the information set forth in the Disclosure Schedules pursuant to this Section 6.3(c) following the date that is five (5) Business Days prior to the applicable Closing Date. No such supplementNotwithstanding anything to the contrary herein, nor upon the providing of any information Purchaser may otherwise obtain from Seller supplement permitted to be provided under this Section 6.3(c), the Asset Disclosure Schedules, the Subco Disclosure Schedules or any other Personthe EQM Disclosure Schedules, as applicable, shall be deemed treated as being amended with respect to cure any breach of any representation or warranty made in this Agreement or any Ancillary Agreement or such supplemented information; provided, however, no such supplement shall have any effect for purposes of determining Seller’s (i) the satisfaction of the conditions set forth in Section 7.1 and Section 7.3 of this Agreement. The failure to deliver such supplement shall not be deemed a breach of a Article VII, the compliance by EQT Gathering, EQT Energy, EESH, EQM or EQM Gathering Opco with any covenant set forth herein or for the purposes of Section 7.either party’s right to terminate this Agreement under Article VIII or

Notification of Certain Matters; Supplements to Disclosure Schedules. (a) Each Party The Company shall give prompt written notice to the other Party Parent of (i) the occurrence or non-occurrence of any change, condition or eventEvent, the occurrence or non-occurrence of which would cause a breach of a render any representation or warranty or covenant of such notifying Party the Company contained in this Agreement, which breach if made on or immediately following the date of such Event, untrue or inaccurate in any material respect, (ii) the occurrence of any Event that, individually or in combination with any other Events, has had a Company Material Adverse Effect, (iii) any failure of any Acquired Company to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any Event that would cause, otherwise result in the case that Seller is such notified Party, nonfulfillment of any of the conditions to the Parent’s and Merger Sub’s obligations of Seller to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.3hereunder, or in the case that Purchaser is such notified Party, any of the conditions to the obligations of Purchaser to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, not to be satisfied, or (iiiv) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or (iiiv) any Action Proceeding pending or, to Seller’s the Knowledge or Purchaser’s knowledge, as applicableof the Company, threatened in writing against a Party or the Parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. The failure , in each case that could reasonably be expected to deliver such notice shall not be deemed a breach make the timely satisfaction of a covenant for any of the purposes of Section 7conditions set forth in Article VII impossible or materially less likely. (b) Seller During the Pre-Closing Period, the Company shall have the right (but not the obligation) to supplement the information set forth on update the Disclosure Schedules with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth extent information contained therein or described in the Disclosure Schedules or that is necessary to correct any information in the Disclosure Schedules or in any representation or warranty of Seller which has been rendered the Acquired Companies becomes untrue, incomplete or inaccurate thereby promptly following discovery thereofafter the Agreement Date due to events or circumstances occurring after the Agreement Date. No such supplementNotwithstanding anything to the contrary herein, no notice delivered, including any updates to the Disclosure Schedules pursuant to this Section 5.3(b), nor any other information Purchaser Parent may otherwise obtain from Seller any Acquired Company or any other Person, shall be deemed to cure any breach of any representation representation, warranty, covenant or warranty made agreement of any Acquired Company contained in this Agreement or any Ancillary Agreement or have any effect for any purposes of under this Agreement or any Ancillary Agreement, including determining Seller’s the compliance by any Acquired Company with any covenant set forth herein, the satisfaction of the conditions set forth in Section 7.1 and 7.3, any right of Parent to terminate this Agreement under Section 8.1 or any Indemnified Party’s rights to indemnification pursuant to Section 9.2; provided, that solely with respect to updates of the specified schedules set forth on Schedule 9.5(a), such updates shall operate to amend the specific representation in Article III to which such schedule relates (but will not operate to amend any other representation in Article III) solely for the purpose of satisfying the conditions set forth in Section 7.3 of this Agreement. The failure to deliver such supplement shall and not be deemed a breach of a covenant for the purposes of Section 7any other purpose.

Notification of Certain Matters; Supplements to Disclosure Schedules. (a) Each Party The Seller shall give prompt written notice to the other Party Buyer of (i) the occurrence or non-occurrence of any change, condition or event, event the occurrence or non-occurrence of which would cause a breach of a render any representation or warranty or covenant of such notifying Party the Seller contained in this Agreement or any Ancillary Agreement, which breach if made on or immediately following the date of such event, untrue or inaccurate, (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Material Adverse Effect, (iii) any failure of the Seller or any Affiliate of the Seller to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would cause, otherwise result in the case that Seller is such notified Party, nonfulfillment of any of the conditions to the Buyer’s obligations of Seller to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.3hereunder, or in the case that Purchaser is such notified Party, any of the conditions to the obligations of Purchaser to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, not to be satisfied, or (iiiv) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or (iiiv) any Action pending or, to the Seller’s Knowledge or Purchaser’s knowledge, as applicable, threatened in writing against a Party party or the Parties parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. The failure to deliver such notice shall not be deemed a breach of a covenant for the purposes of Section 7. (b) The Seller shall have the right to supplement the information set forth on the Disclosure Schedules with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules or that is necessary to correct any information in the Disclosure Schedules or in any representation or warranty of the Seller which has been rendered inaccurate thereby promptly following discovery thereof. No such supplement, nor any information Purchaser may otherwise obtain from Seller or any other Person, supplement shall be deemed to cure any breach of any representation or warranty made in this Agreement or any Ancillary Agreement or have any effect for purposes of determining Seller’s the satisfaction of the conditions set forth in Section 7.1 and Section 7.3 of this Agreement. The failure to deliver such supplement shall not be deemed a breach of a or the compliance by the Seller with any covenant for the purposes of Section 7set forth herein.

Notification of Certain Matters; Supplements to Disclosure Schedules. (a) Each Party Sunrise or Holdings shall give prompt written notice to the other Party EQM of (i) the occurrence or non-occurrence of any change, condition or event, event the occurrence or non-occurrence of which would cause a breach of a render any representation or warranty of Sunrise or covenant of such notifying Party Holdings contained in this AgreementAgreement or any Ancillary Agreement if made on or immediately following the date of such event, which breach untrue and incorrect in any material respect; (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Sunrise Material Adverse Effect; (iii) any failure of Sunrise or Holdings or any other Affiliate of Sunrise to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would cause, otherwise result in the case that Seller is such notified Party, nonfulfillment of any of the conditions to the obligations of Seller to consummate the transactions contemplated hereby set forth in Section 7.1 EQM or Section 7.3, or in the case that Purchaser is such notified Party, any of the conditions to the obligations of Purchaser to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, not to be satisfied, or Equitrans hereunder; (iiiv) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements Agreements; or (iiiv) any Action pending or, to SellerHoldings’s Knowledge or PurchaserSunrise’s knowledge, as applicableKnowledge, threatened in writing against a Party party or the Parties parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. The failure to deliver such notice shall not be deemed a breach of a covenant for the purposes of Section 7. (b) Seller EQM and/or Equitrans shall give prompt written notice to Holdings of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would render any representation or warranty of EQM or Equitrans contained in this Agreement or any Ancillary Agreement if made on or immediately following the date of such event, untrue and incorrect in any material respect; (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a EQM Material Adverse Effect; (iii) any failure of EQM or Equitrans to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the right nonfulfillment of any of the conditions to supplement Sunrise’s or Holdings’s obligations hereunder; (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements; or (v) any Action pending or, to EQM’s or Equitrans’ Knowledge, threatened against a party or the parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. (c) Each of Holdings and EQM shall supplement, in writing and in the same form as originally prepared, the information set forth on in the Sunrise Disclosure Schedules and the Equitrans Disclosure Schedules, as applicable, with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the such Disclosure Schedules or that is necessary to correct any information in the such Disclosure Schedules or in any representation or warranty of Seller Holdings, Sunrise, EQM or Equitrans, as applicable, which has been rendered inaccurate thereby promptly following discovery thereof; provided, however, that neither party may supplement the information set forth in the Disclosure Schedules pursuant to this Section 5.3(c) following the date that is five (5) Business Days prior to the Closing Date. No such supplementNotwithstanding anything to the contrary herein, nor upon the providing of any information Purchaser may otherwise obtain from Seller supplement permitted to be provided under this Section 5.3(c), the Sunrise Disclosure Schedules or any other Personthe Equitrans Disclosure Schedules, as applicable, shall be deemed treated as being amended with respect to cure any breach of any representation or warranty made in this Agreement or any Ancillary Agreement or such supplemented information; provided, however, no such supplement shall have any effect for purposes of determining Seller’s (i) the satisfaction of the conditions set forth in Section 7.1 and Section 7.3 Article VI, the compliance by Holdings, Sunrise, EQM or Equitrans with any covenant set forth herein or for purposes of either party’s right to terminate this Agreement. The failure to deliver such supplement shall not be deemed a breach Agreement under Article VII or (ii) the entitlement of a covenant for the purposes of Section 7party to indemnification under Article VIII.

Notification of Certain Matters; Supplements to Disclosure Schedules. (a) Each Party The EQT Parties shall give prompt written notice to the other Party EQM of (i) the occurrence or non-occurrence of any change, condition or event, the occurrence or non-occurrence of which would cause a breach of a render any representation or warranty or covenant of such notifying an EQT Party contained in this Agreement or any Ancillary Agreement, which breach if made on or immediately following the date of such event, untrue and incorrect in any material respect; (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Seller Material Adverse Effect; (iii) any failure of an EQT Party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would cause, otherwise result in the case that Seller is such notified Party, nonfulfillment of any of the conditions to the obligations of Seller to consummate the transactions contemplated hereby set forth in Section 7.1 EQM or Section 7.3, or in the case that Purchaser is such notified Party, any of the conditions to the obligations of Purchaser to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, not to be satisfied, or EQM Gathering hereunder; (iiiv) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements Agreements; or (iiiv) any Action pending or, to Seller’s Knowledge or Purchaser’s knowledge, as applicablethe EQT Parties’ Knowledge, threatened in writing against a Party party or the Parties parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. The failure to deliver such notice shall not be deemed a breach of a covenant for the purposes of Section 7. (b) Seller EQM and/or EQM Gathering shall give prompt written notice to the EQT Parties of (i) the occurrence or non-occurrence of any change, condition or event, the occurrence or non-occurrence of which would render any representation or warranty of EQM or EQM Gathering contained in this Agreement or any Ancillary Agreement, if made on or immediately following the date of such event, untrue and incorrect in any material respect; (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have an EQM Material Adverse Effect; (iii) any failure of EQM or EQM Gathering to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the right nonfulfillment of any of the conditions to supplement the EQT Parties’ obligations hereunder; (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements; or (v) any Action pending or, to EQM’s or EQM Gathering’s Knowledge, threatened against a party or the parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. (c) Each of the EQT Parties, EQM Gathering and EQM shall supplement, in writing and in the same form as originally prepared, the information set forth on in the Seller Disclosure Schedules or the EQM Disclosure Schedules, as applicable, with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the such Disclosure Schedules or that is necessary to correct any information in the such Disclosure Schedules or in any representation or warranty of Seller an EQT Party, EQM Gathering or EQM, as applicable, which has been rendered inaccurate thereby promptly following discovery thereof; provided, however, that no party may supplement the information set forth in the Disclosure Schedules pursuant to this Section 5.3(c) following the date that is five Business Days prior to the applicable Closing Date. No such supplementNotwithstanding anything to the contrary herein, nor upon the providing of any information Purchaser may otherwise obtain from supplement permitted to be provided under this Section 5.3(c), the Seller Disclosure Schedules or any other Personthe EQM Disclosure Schedules, as applicable, shall be deemed treated as being amended with respect to cure any breach of any representation or warranty made in this Agreement or any Ancillary Agreement or such supplemented information; provided, however, no such supplement shall have any effect for purposes of determining Seller’s (i) the satisfaction of the conditions set forth in Section 7.1 and Section 7.3 Article VI, the compliance by the EQT Parties, EQM Gathering or EQM with any covenant set forth herein or for purposes of either party’s right to terminate this Agreement. The failure to deliver such supplement shall not be deemed a breach Agreement under Article VII or (ii) the entitlement of a covenant for the purposes of Section 7party to indemnification under Article VIII.

Notification of Certain Matters; Supplements to Disclosure Schedules. (a) Each Party The Company and the Acquiror shall give prompt written notice to the other Party party of (i) the occurrence or non-occurrence of any change, condition or event, event the occurrence or non-occurrence of which would cause a breach render any of a representation its respective representations or warranty or covenant of such notifying Party warranties contained in this Agreement or any Ancillary Agreement, which breach if made on or immediately following the date of such event, untrue or inaccurate in any material respect, (ii) the occurrence of any change, condition or event that has had or could reasonably likely have a Company Material Adverse Effect or Acquiror Material Adverse Effect, as applicable, (iii) any failure of the Company or the Acquiror or any of their respective Subsidiaries or Affiliates or Representatives to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would cause, otherwise result in the case that Seller is such notified Party, non-fulfillment of any of the conditions to the other party’s obligations of Seller to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.3hereunder, or in the case that Purchaser is such notified Party, any of the conditions to the obligations of Purchaser to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, not to be satisfied, or (iiiv) any written notice or other communication from any Person alleging that the consent Consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements Agreements, or (iiiv) any Action pending or, to Seller’s Knowledge or Purchaser’s knowledge, as applicablethe knowledge of such party, threatened in writing against a Party party or the Parties parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. The failure ; provided, however, that the delivery of any notice pursuant to deliver this Section 5.7 shall not (x) limit or otherwise affect any remedies available to the party receiving such notice shall not or (y) be deemed a to amend or supplement the Disclosure Schedules of the disclosing party or prevent or cure any misrepresentations, breach of a covenant for the purposes representation or warranty or breach of Section 7covenant. (b) Seller Each party shall have the right from time to time supplement the information set forth on the its respective Disclosure Schedules with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the such Disclosure Schedules or that is necessary to correct any information in the such Disclosure Schedules or in any representation or warranty of Seller such party which has been rendered inaccurate thereby promptly following discovery thereof. No ; provided, however, that no such supplement, nor any information Purchaser may otherwise obtain from Seller or any other Person, supplement shall be deemed to cure any breach of any representation representation, warranty or warranty covenant made in this Agreement or any Ancillary Agreement or have any effect for purposes of determining Seller’s the satisfaction of the conditions set forth in Section 7.1 and Section 7.3 of this Agreement. The failure to deliver such supplement shall not be deemed a breach of a Sections 7.2 or 7.3, the compliance by the Company or the Acquiror, as applicable, with any covenant for the purposes of Section 7set forth herein.

Notification of Certain Matters; Supplements to Disclosure Schedules. (a) Each Party Prior to the Closing Date, the Seller shall give prompt written notice to the other Party Buyer of (i) the occurrence or non-occurrence of any change, condition or event, event the occurrence or non-occurrence of which would cause a breach of a render any representation or warranty or covenant of such notifying Party the Seller contained in this Agreement or any Ancillary Agreement, which breach if made on or immediately following the date of such event, untrue or inaccurate in any material respect, (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Material Adverse Effect, (iii) any failure of the Seller or any Affiliate of the Seller to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would cause, otherwise result in the case that Seller is such notified Party, nonfulfillment of any of the conditions to the Buyer’s obligations of Seller to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.3hereunder, or in the case that Purchaser is such notified Party, any of the conditions to the obligations of Purchaser to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, not to be satisfied, or (iiiv) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or (iiiv) any Action pending or, to the knowledge of the Seller’s Knowledge or Purchaser’s knowledge, as applicable, threatened in writing against a Party party or the Parties parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. The failure to deliver such notice shall not be deemed a breach of a covenant for the purposes of Section 7. (b) The Seller shall have the right to update or supplement the information set forth on the Disclosure Schedules (a “Disclosure Schedule Update”) at any point, and from time to time, until the Closing Date with respect to (i) the discovery by the Seller of any matter now existing event, condition, fact or hereafter arising that, if existing circumstance that occurred or occurring at existed on or prior to the date of this Agreement, would have been required to be set forth Agreement and that caused or described in the Disclosure Schedules or that is necessary to correct any information in the Disclosure Schedules or in constitutes a breach of any representation or warranty made by the Seller in this Agreement or (ii) any event, condition, fact or circumstance that occurs or arises on or after the date of this Agreement and that would cause or constitute a breach of any representation or warranty made by the Seller which has been rendered inaccurate thereby promptly following discovery thereofin this Agreement. No such supplement, nor or any information Purchaser the Buyer may otherwise obtain from the Seller or any other Person, shall be deemed to cure any breach of any representation or warranty made in this Agreement or any Ancillary Agreement or have any effect for purposes of determining Seller’s the satisfaction of the conditions set forth in Section 7.1 7.3, except as provided in Section 5.6(c) below. (c) If (i) the Seller delivers a Disclosure Schedule Update pursuant to Section 5.6(b)(ii) that, based on the Seller’s reasonable belief, contains any matter that could reasonably be expected to, directly or indirectly, (A) subject the Seller or the Buyer to additional Losses that would be indemnifiable by the other party pursuant to Article VIII in an amount in excess of $1,500,000, or (B) otherwise result in a Material Adverse Effect (any such update, a “Material Development Update”), and (ii) the Buyer does not within 15 Business Days of receipt of such Material Development Update exercise its right to terminate the Agreement pursuant to Section 7.3 of 9.1(c)(v), then such Disclosure Schedule Update shall be deemed to have amended the Disclosure Schedules for all purposes under this Agreement. The failure to deliver such supplement shall not be deemed a breach of a covenant , including for the purposes of indemnification pursuant to Article VIII and for purposes of determining the satisfaction of the conditions set forth in Section 77.3.

Notification of Certain Matters; Supplements to Disclosure Schedules. (a) Each Party The Company shall give prompt written notice to the other Party Parent of (i) the occurrence or non-occurrence of any change, condition or event, the occurrence or non-occurrence of which would cause a breach of a render any representation or warranty or covenant of such notifying Party the Company contained in this Agreement, which breach if made on or immediately following the date of such event (except for representations and warranties that refer to a specific date), untrue or inaccurate, (ii) the occurrence of any change, condition or event that has had or would causereasonably be expected to have a Company Material Adverse Effect, (iii) any failure of the Company or any of its Subsidiaries or any other Affiliate of the Company to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the case that Seller is such notified Party, nonfulfillment of any of the conditions to the Parent’s and Merger Sub’s obligations of Seller to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.3hereunder, or in the case that Purchaser is such notified Party, any of the conditions to the obligations of Purchaser to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, not to be satisfied, or (iiiv) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements Transactions or (iiiv) any Action pending or, to Seller’s Knowledge or Purchaserthe Company’s knowledge, as applicable, threatened in writing against a Party party or the Parties parties relating to the transactions contemplated by this Agreement Transactions or the Ancillary Agreements. The failure to deliver such notice shall not be deemed a breach of a covenant for the purposes of Section 7otherwise. (b) Seller The Company shall give Parent prompt notice if any Person shall have (i) commenced, or shall have notified the Company or any of its Subsidiaries that it intends to commence, an Action or (ii) provided the Company or any of its Subsidiaries with notice, in either case which allege(s) that any of the Company’s or its Subsidiaries’ Intellectual Property currently embodied, or proposed to be embodied, in the Company’s or its Subsidiaries’ products or utilized in Company-designed or modified development tools or design environments infringes or otherwise violates the Intellectual Property rights of such Person, is available for licensing from a potential licensor providing the notice or otherwise alleges that the Company or its Subsidiaries’ does not otherwise own or have the right to use and exploit such Intellectual Property of the Company or any of its Subsidiaries (the foregoing, an “Infringement Claim”). The Company shall cooperate with Parent in making arrangements. prior to the Closing Date, satisfactory to Parent in its reasonable discretion to effect any necessary or appropriate assignments (as determined by Parent) to the Surviving Corporation of all Intellectual Property of the Company or any of its Subsidiaries or other Intellectual Property rights owned or licensed by the Company or any of its Subsidiaries or created by any of their respective Representatives, including any Intellectual Property of the Company or any of its Subsidiaries or other intellectual property rights created by their respective Representatives prior to the Company’s incorporation, and to obtain the cooperation of such persons to complete the transfer or recordation of all Intellectual Property of the Company in the name of the Surviving Corporation at the Company’s or the Surviving Corporation’s expense (each, an “IP Assignment”). The Company shall use commercially reasonable efforts to maintain, perfect, preserve or renew the Company’s and its Subsidiaries’ Intellectual Property through the Effective Time, including the payment of any registration, maintenance, renewal fees, annuity fees and taxes or the filing of any documents, applications or certificates related thereto, and to promptly respond and prepare to respond to all requests related to the Company’s or its Subsidiaries’ Intellectual Property received from Governmental Authorities. (c) The Company shall supplement the information set forth on the Disclosure Schedules with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules or that is necessary to correct any information in the Disclosure Schedules or in any representation or warranty of Seller the Company which has been rendered inaccurate thereby promptly following discovery thereof. No such supplement, nor any information Purchaser Parent may otherwise obtain from Seller the Company or any other Person, shall be deemed to cure any breach of any representation or warranty made in this Agreement or any Ancillary Agreement or have any effect for purposes of determining Seller’s the satisfaction of the conditions set forth in Section 7.1 and 7.3, the compliance by the Company with any covenant set forth herein, or the indemnification provided for in Section 7.3 of this Agreement. The failure to deliver such supplement shall not be deemed a breach of a covenant for the purposes of Section 78.2.

Notification of Certain Matters; Supplements to Disclosure Schedules. (a) Each Party Prior to the Closing Date, the Seller shall give prompt written notice to the other Party Buyer of (i) the occurrence or non-occurrence of any change, condition or event, to the Knowledge of the Seller, the occurrence or non-occurrence of which would cause a breach of a render any representation or warranty or covenant of such notifying Party the Seller contained in this Agreement or any Ancillary Agreement, which breach if made on or immediately following the date of such event, untrue or inaccurate, (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Material Adverse Effect, (iii) any failure of the Seller or any Affiliate of the Seller to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would cause, otherwise result in the case that Seller is such notified Party, nonfulfillment of any of the conditions to the Buyer’s obligations of Seller to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.3hereunder, or in the case that Purchaser is such notified Party, any of the conditions to the obligations of Purchaser to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, not to be satisfied, or (iiiv) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or (iiiv) any Action pending or, to the Seller’s Knowledge or Purchaser’s knowledge, as applicableKnowledge, threatened in writing against a Party party or the Parties parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. The failure to deliver such notice shall not be deemed a breach of a covenant for the purposes of Section 7. (b) Prior to the Closing Date, the Seller shall have the right to supplement the information set forth on the Disclosure Schedules with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules or that is necessary to correct any information in the Disclosure Schedules or in any representation or warranty of the Seller which has been rendered inaccurate thereby promptly following discovery thereof. No such supplement, nor any information Purchaser may otherwise obtain from Seller or any other Person, supplement shall be deemed to cure any breach of any representation or warranty made in this Agreement or any Ancillary Agreement or have any effect for purposes of determining Seller’s the satisfaction of the conditions set forth in Section 7.1 and 7.3, the compliance by the Seller with any covenant set forth herein or the Buyer’s rights to indemnification pursuant to Section 7.3 of this Agreement. The failure to deliver such supplement shall not be deemed a breach of a covenant for the purposes of Section 78.2.

Notification of Certain Matters; Supplements to Disclosure Schedules. (a) Each Party EQT Gathering, EQT Energy and EESH shall give prompt written notice to the other Party EQM of (i) the occurrence or non-occurrence of any change, condition or event, the occurrence or non-occurrence of which would cause a breach of a render any representation or warranty of EQT Gathering, EQT Energy or covenant of such notifying Party EESH, as applicable, contained in this AgreementAgreement or any Ancillary Agreement if made on or immediately following the date of such event, which breach untrue and incorrect in any material respect; (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Gathering System Material Adverse Effect or Subco Material Adverse Effect, as applicable; (iii) any failure of EQT Gathering, EQT Energy or EESH to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would cause, otherwise result in the case that Seller is such notified Party, nonfulfillment of any of the conditions to the obligations of Seller to consummate the transactions contemplated hereby set forth in Section 7.1 EQM or Section 7.3, or in the case that Purchaser is such notified Party, any of the conditions to the obligations of Purchaser to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, not to be satisfied, or EQM Gathering Opco hereunder; (iiiv) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements Agreements; or (iiiv) any Action pending or, to SellerEQT Gathering’s, EQT Energy’s Knowledge or PurchaserEESH’s knowledge, as applicableKnowledge, threatened in writing against a Party party or the Parties parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. The failure to deliver such notice shall not be deemed a breach of a covenant for the purposes of Section 7. (b) Seller EQM and/or EQM Gathering Opco shall give prompt written notice to EQT Gathering, EQT Energy and EESH of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would render any representation or warranty of EQM or EQM Gathering Opco contained in this Agreement or any Ancillary Agreement if made on or immediately following the date of such event, untrue and incorrect in any material respect; (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have an EQM Material Adverse Effect; (iii) any failure of EQM or EQM Gathering Opco to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the right nonfulfillment of any of the conditions to supplement EQT Gathering’s, EQT Energy’s or EESH’s obligations hereunder; (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements; or (v) any Action pending or, to the Knowledge of EQM or EQM Gathering Opco, threatened against a party or the parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. (c) Each of EQT Gathering, EQT Energy, EESH and EQM shall supplement, in writing and in the same form as originally prepared, the information set forth on in the Asset Disclosure Schedules, the Subco Disclosure Schedules and the EQM Disclosure Schedules, as applicable, with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the such Disclosure Schedules or that is necessary to correct any information in the such Disclosure Schedules or in any representation or warranty of Seller EQT Gathering, EQT Energy, EESH, EQM or EQM Gathering Opco, as applicable, which has been rendered inaccurate thereby promptly following discovery thereof; provided, however, that no party may supplement the information set forth in the Disclosure Schedules pursuant to this Section 6.3(c) following the date that is five (5) Business Days prior to the applicable Closing Date. No such supplementNotwithstanding anything to the contrary herein, nor upon the providing of any information Purchaser may otherwise obtain from Seller supplement permitted to be provided under this Section 6.3(c), the Asset Disclosure Schedules, the Subco Disclosure Schedules or any other Personthe EQM Disclosure Schedules, as applicable, shall be deemed treated as being amended with respect to cure any breach of any representation or warranty made in this Agreement or any Ancillary Agreement or such supplemented information; provided, however, no such supplement shall have any effect for purposes of determining Seller’s (i) the satisfaction of the conditions set forth in Section 7.1 and Section 7.3 Article VII, the compliance by EQT Gathering, EQT Energy, EESH, EQM or EQM Gathering Opco with any covenant set forth herein or for purposes of either party’s right to terminate this Agreement. The failure to deliver such supplement shall not be deemed a breach Agreement under Article VIII or (ii) the entitlement of a covenant for the purposes of Section 7party to indemnification under Article IX.

Notification of Certain Matters; Supplements to Disclosure Schedules. (a) Each Party The Company shall give prompt written notice to the other Party Parent of (i) the occurrence or non-occurrence of any change, condition or eventEvent, the occurrence or non-occurrence of which would cause a breach of a render any representation or warranty or covenant of such notifying Party the Company contained in this Agreement or any Ancillary Agreement, which breach if made on or immediately following the date of such Event, untrue or inaccurate, (ii) the occurrence of any Event that, individually or in combination with any other Events, has had or could reasonably be expected to have a Material Adverse Effect, (iii) any failure of the Company to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any Event that would cause, otherwise result in the case that Seller is such notified Party, nonfulfillment of any of the conditions to the Parent’s and Merger Sub’s obligations of Seller to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.3hereunder, or in the case that Purchaser is such notified Party, any of the conditions to the obligations of Purchaser to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, not to be satisfied, or (iiiv) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or (iiiv) any Action Proceeding pending or, to Seller’s the Knowledge or Purchaser’s knowledge, as applicableof the Company, threatened in writing against a Party or the Parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. The failure to deliver such notice shall not be deemed a breach of a covenant for the purposes of Section 7. (b) Seller shall have the right to supplement the information set forth on the Disclosure Schedules with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior Notwithstanding anything to the date of contrary in this Agreement, would have been required no notice delivered pursuant to be set forth or described in the Disclosure Schedules or that is necessary to correct any information in the Disclosure Schedules or in any representation or warranty of Seller which has been rendered inaccurate thereby promptly following discovery thereof. No such supplementSection 5.3(a), nor any other information Purchaser Parent may otherwise obtain from Seller the Company or any other Person, shall be deemed to cure any breach of any representation representation, warranty, covenant or warranty made agreement of the Company contained in this Agreement or any Ancillary Agreement or have any effect for any purposes of under this Agreement or any Ancillary Agreement, including determining Seller’s the compliance by the Company with any covenant set forth herein, the satisfaction of the conditions set forth in Section 7.1 and 7.1, any right of Parent to terminate this Agreement under Section 7.3 of this Agreement. The failure 8.1 or any Indemnified Party’s rights to deliver such supplement shall not be deemed a breach of a covenant for the purposes of indemnification pursuant to Section 79.2.

Notification of Certain Matters; Supplements to Disclosure Schedules. (a) Each Party EQT Gathering shall give prompt written notice to the other Party EQM of (i) the occurrence or non-occurrence of any change, condition or event, the occurrence or non-occurrence of which would cause a breach of a render any representation or warranty or covenant of such notifying Party EQT Gathering contained in this AgreementAgreement or any Ancillary Agreement if made on or immediately following the date of such event, which breach untrue and incorrect in any material respect; (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Jupiter Material Adverse Effect; (iii) any failure of EQT Gathering to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would cause, otherwise result in the case that Seller is such notified Party, nonfulfillment of any of the conditions to the obligations of Seller to consummate the transactions contemplated hereby set forth in Section 7.1 EQM or Section 7.3, or in the case that Purchaser is such notified Party, any of the conditions to the obligations of Purchaser to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, not to be satisfied, or EQM Gathering Opco hereunder; (iiiv) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements Agreements; or (iiiv) any Action pending or, to SellerEQT Gathering’s Knowledge or Purchaser’s knowledge, as applicableKnowledge, threatened in writing against a Party party or the Parties parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. The failure to deliver such notice shall not be deemed a breach of a covenant for the purposes of Section 7. (b) Seller EQM and/or EQM Gathering Opco shall give prompt written notice to EQT Gathering of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would render any representation or warranty of EQM or EQM Gathering Opco contained in this Agreement or any Ancillary Agreement if made on or immediately following the date of such event, untrue and incorrect in any material respect; (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a EQM Material Adverse Effect; (iii) any failure of EQM or EQM Gathering Opco to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the right nonfulfillment of any of the conditions to supplement EQT Gathering’s obligations hereunder; (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements; or (v) any Action pending or, to the Knowledge of EQM or EQM Gathering Opco, threatened against a party or the parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. (c) Each of EQT Gathering and EQM shall supplement, in writing and in the same form as originally prepared, the information set forth on in the Jupiter Disclosure Schedules and the EQM Disclosure Schedules, as applicable, with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the such Disclosure Schedules or that is necessary to correct any information in the such Disclosure Schedules or in any representation or warranty of Seller EQT Gathering, EQM or EQM Gathering Opco, as applicable, which has been rendered inaccurate thereby promptly following discovery thereof; provided, however, that neither party may supplement the information set forth in the Disclosure Schedules pursuant to this Section 5.3(c) following the date that is five (5) Business Days prior to the Closing Date. No such supplementNotwithstanding anything to the contrary herein, nor upon the providing of any information Purchaser may otherwise obtain from Seller supplement permitted to be provided under this Section 5.3(c), the Jupiter Disclosure Schedules or any other Personthe EQM Disclosure Schedules, as applicable, shall be deemed treated as being amended with respect to cure any breach of any representation or warranty made in this Agreement or any Ancillary Agreement or such supplemented information; provided, however, no such supplement shall have any effect for purposes of determining Seller’s (i) the satisfaction of the conditions set forth in Section 7.1 and Section 7.3 Article VI, the compliance by EQT Gathering, EQM or EQM Gathering Opco with any covenant set forth herein or for purposes of either party’s right to terminate this Agreement. The failure to deliver such supplement shall not be deemed a breach Agreement under Article VII or (ii) the entitlement of a covenant for the purposes of Section 7party to indemnification under Article VIII.

Notification of Certain Matters; Supplements to Disclosure Schedules. (a) Each Party The Company and each Seller shall give prompt written notice to the other Party Buyer of (i) the occurrence or non-occurrence of any change, condition or event, the occurrence or non-occurrence of which would cause a breach of a render any representation or warranty of the Sellers or covenant of such notifying Party the Company contained in this Agreement or any Ancillary Agreement, which breach if made on or immediately following the date of such event, untrue or inaccurate, (ii) any failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder, (iii) any event or condition that would cause, result in the case that Seller is such notified Party, nonfulfillment of any of the conditions to the Buyer’s obligations of Seller to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.3hereunder, or in the case that Purchaser is such notified Party, any of the conditions to the obligations of Purchaser to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, not to be satisfied, or (iiiv) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or (iiiv) any Action pending or, to Seller’s the Knowledge or Purchaser’s knowledge, as applicableof the Company, threatened in writing against a Party or the Parties party relating to the transactions contemplated by this Agreement or the Ancillary Agreements. The failure to deliver such notice shall not be deemed a breach of a covenant for the purposes of Section 7. (b) Seller The Buyer shall have the right to supplement the information set forth on the Disclosure Schedules with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior give prompt written notice to the date Company and the Sellers Representative of this Agreement(i) the occurrence or non-occurrence of any change, condition or event, the occurrence or non-occurrence of which would have been required to be set forth or described in the Disclosure Schedules or that is necessary to correct any information in the Disclosure Schedules or in render any representation or warranty of Seller which has been rendered inaccurate thereby promptly following discovery thereof. No such supplement, nor any information Purchaser may otherwise obtain from Seller or any other Person, shall be deemed to cure any breach of any representation or warranty made the Buyer contained in this Agreement or any Ancillary Agreement Agreement, if made on or have immediately following the date of such event, untrue or inaccurate, (ii) any effect for purposes failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder, (iii) any event or condition that would result in the nonfulfillment of determining Seller’s satisfaction any of the conditions set forth to the Sellers’ obligations hereunder, (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in Section 7.1 and Section 7.3 connection with the consummation of the transactions contemplated by this Agreement. The failure Agreement or the Ancillary Agreements or (v) any Action pending or, to deliver such supplement shall not be deemed the Knowledge of the Buyer, threatened against a breach of a covenant for party relating to the purposes of Section 7transactions contemplated by this Agreement or the Ancillary Agreements.

Notification of Certain Matters; Supplements to Disclosure Schedules. (a) Each Party Until the Closing, each of JGW and Peach Group shall give the other party prompt written notice to the other Party of (i) the occurrence or non-occurrence of any fact, change, condition or event, event the occurrence or non-occurrence of which it is aware that would cause a breach of a render any representation or warranty or covenant of such notifying Party party contained in this AgreementAgreement or any Ancillary Agreement untrue or incorrect; provided, which breach would causehowever, in the case that Seller is such notified Party, delivery of any of notice delivered pursuant to this Section 5.6 shall not limit or otherwise affect the conditions rights and remedies available to the obligations of Seller to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.3, or in the case that Purchaser is party receiving such notified Party, any of the conditions to the obligations of Purchaser to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, not to be satisfied, or (ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or (iii) any Action pending or, to Seller’s Knowledge or Purchaser’s knowledge, as applicable, threatened in writing against a Party or the Parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. The failure to deliver such notice shall not be deemed a breach of a covenant for the purposes of Section 7notice. (b) Seller The Peach Entities and JGW shall have supplement, in writing and in the right to supplement same form as originally prepared, the information set forth on in the Peach Disclosure Schedules and the JGW Disclosure Schedules, as applicable, with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the such Disclosure Schedules or that is necessary to correct any information in the such Disclosure Schedules or in any representation or warranty of Seller Peach Group and Orchard or JGW, as applicable, which has been rendered inaccurate thereby promptly following discovery thereof; provided, however, that neither party may supplement the information set forth in its disclosure schedules pursuant to this Section 5.6(b) following the date that is five (5) Business Days prior to the Closing Date. No such supplementNotwithstanding anything to the contrary herein, nor upon the providing of any information Purchaser may otherwise obtain from Seller supplement permitted to be provided under this Section 5.6(b), the Peach Disclosure Schedules or any other Personthe JGW Disclosure Schedules, as applicable, shall be deemed treated as being amended with respect to cure any breach of any representation or warranty made in this Agreement or any Ancillary Agreement or have any effect for purposes of determining Seller’s satisfaction of the conditions set forth in Section 7.1 and Section 7.3 of this Agreement. The failure to deliver such supplemented information; provided, however, no such supplement shall not be deemed a breach of a covenant for limit or otherwise adversely affect the purposes of Section 7remedies available to the parties hereto.

Notification of Certain Matters; Supplements to Disclosure Schedules. (a) Each Party The Sellers’ Representative (to its actual knowledge) and the Company shall give prompt written notice to the other Party Buyer of (i) the occurrence or non-occurrence of any event, change, condition development, circumstance, occurrence, effect or event, state of facts the occurrence or non-occurrence of which would cause a breach of a any representation or warranty of any of the Sellers or covenant of such notifying Party the Company contained in this AgreementAgreement or any Ancillary Agreement to be untrue or inaccurate in any material respect, which breach if made on or immediately following the date of such event, change, development, circumstance, occurrence, effect or state of facts, (ii) the occurrence of any Material Adverse Effect, (iii) any failure of the Sellers, the Company, the Subsidiary or any of their respective Affiliates to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would cause, otherwise result in the case that Seller is such notified Party, nonfulfillment of any of the conditions to the Buyer’s obligations of Seller to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.3hereunder, or in the case that Purchaser is such notified Party, any of the conditions to the obligations of Purchaser to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, not to be satisfied, or (iiiv) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the any Ancillary Agreements Agreement or (iiiv) any Action pending or, to Seller’s the Knowledge or Purchaser’s knowledge, as applicableof the Company, threatened in writing against a Party party or the Parties parties relating to the transactions contemplated by this Agreement or the any Ancillary Agreements. The failure to deliver such notice shall not be deemed a breach of a covenant for the purposes of Section 7Agreement. (b) Seller The Company and the Sellers’ Representative shall have the right to supplement the information set forth on the Disclosure Schedules with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules or that is necessary to correct any information in the Disclosure Schedules or in any representation or warranty of Seller any of the Sellers or the Company which has been rendered inaccurate thereby promptly following discovery thereof. No such supplement, nor any information Purchaser may otherwise obtain from Seller or any other Person, supplement shall be deemed to cure any breach of any representation or warranty made in this Agreement or any Ancillary Agreement or have any effect for purposes of determining Seller’s the satisfaction of the conditions set forth in Section 7.1 and 7.3, the compliance by the Company or any Seller with any covenant set forth herein or the Buyer’s rights to indemnification pursuant to Section 7.3 of this Agreement. The failure to deliver such supplement shall not be deemed a breach of a covenant for the purposes of Section 78.2.