Common use of Notification; Updates to Disclosure Schedule Clause in Contracts

Notification; Updates to Disclosure Schedule. (a) Prior to the Closing, IMS Delaware and Maxtor shall promptly notify each Investor in writing of: 9 (i) The discovery by Maxtor or IMS Delaware of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach of any representation or warranty made by IMS Delaware in this Agreement or made by Maxtor in the Redemption Agreement; (ii) Any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach of any representation or warranty made by IMS Delaware in this Agreement or made by Maxtor in the Redemption Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) Any Breach of any covenant or obligation of Maxtor or IMS Delaware; and (iv) Any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Sections 5 or 6 of this Agreement or Sections 7 or 8 of the Redemption Agreement impossible or unlikely.

Notification; Updates to Disclosure Schedule. (a) Prior to During the ClosingPre-Closing Period, IMS Delaware and Maxtor the Company shall promptly notify each Investor IDT in writing of: 9 (i) The the discovery by Maxtor or IMS Delaware the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach of any representation or warranty made by IMS Delaware the Company or any of the Company Affiliates in this Agreement or made by Maxtor in any of the Redemption Agreementother Transactional Agreements; (ii) Any any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement (except as a result of actions taken pursuant to the written consent of IDT) and that would cause or constitute a Breach of any representation or warranty made by IMS Delaware the Company or any of the Company Affiliates in this Agreement or made by Maxtor in any of the Redemption Agreement other Transactional Agreements if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this AgreementAgreement or any of the other Transactional Agreements; (iii) Any any Breach of any covenant or obligation of Maxtor or IMS Delawarethe Company; and (iv) Any any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Sections 5 Section 9.1 or 6 of this Agreement or Sections 7 or 8 of the Redemption Agreement impossible or unlikely.Section ----------- -------

Notification; Updates to Disclosure Schedule. (a) Prior to During the ClosingPre-Closing Period, IMS Delaware and Maxtor the Company shall promptly notify each Investor Parent in writing of: 9 (i) The the discovery by Maxtor or IMS Delaware the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach an inaccuracy in or breach of any representation or warranty made by IMS Delaware the Company or any of the Shareholders in this Agreement or made by Maxtor in the Redemption Agreement; (ii) Any any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach an inaccuracy in or breach of any representation or warranty made by IMS Delaware the Company or any of the Shareholders in this Agreement or made by Maxtor in the Redemption Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) Any Breach any breach of any covenant or obligation of Maxtor the Company or IMS Delawareany of the Shareholders; and (iv) Any any event, condition, fact or circumstance that may would make the timely satisfaction of any of the conditions set forth in Sections 5 Section 6 or 6 of this Agreement or Sections Section 7 or 8 of the Redemption Agreement impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure

Notification; Updates to Disclosure Schedule. (a) Prior to During the ClosingPre-Closing Period, IMS Delaware and Maxtor Parent shall promptly notify each Investor the Company in writing of: 9 : (i) The the discovery by Maxtor or IMS Delaware Parent of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach an inaccuracy in or breach of any representation or warranty made by IMS Delaware Parent in this Agreement or made by Maxtor in the Redemption Agreement; ; (ii) Any any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach an inaccuracy in or breach of any representation or warranty made by IMS Delaware Parent in this Agreement or made by Maxtor in the Redemption Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) Any Breach any breach of any covenant or obligation of Maxtor or IMS DelawareParent; and and (iv) Any any event, condition, fact or circumstance that may would make the timely satisfaction of any of the conditions set forth in Sections 5 Section 6 or 6 of this Agreement or Sections Section 7 or 8 of the Redemption Agreement impossible or unlikely.

Notification; Updates to Disclosure Schedule. (a) Prior to During the ClosingPre-Closing Period, IMS Delaware and Maxtor the Company shall promptly notify each Investor TTIS in writing of: 9 (i) The the discovery by Maxtor or IMS Delaware the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach an inaccuracy in or breach of any representation or warranty made by IMS Delaware the Company or any of the Designated Stockholders in this Agreement or made by Maxtor in the Redemption Agreement; (ii) Any any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach an inaccuracy in or breach of any representation or warranty made by IMS Delaware the Company or any of the Designated Stockholders in this Agreement or made by Maxtor in the Redemption Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) Any Breach any breach of any covenant or obligation of Maxtor the Company or IMS Delawareany of the Designated Stockholders; and (iv) Any any event, condition, fact or circumstance that may would make the timely satisfaction of any of the conditions set forth in Sections 5 or Section 6 of this Agreement or Sections 7 or 8 of the Redemption Agreement impossible or unlikely.