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

Notification; Updates to Disclosure Schedules. During the period between the date hereof and the Closing, Sellers and the Partnership shall promptly notify Purchaser in writing if they have knowledge of (a) 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 Sellers or the Partnership in this Agreement; (b) 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 Sellers or the Partnership in this Agreement if such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; (c) any material breach of any covenant or obligation of Sellers or the Partnership; and (d) any event, condition, fact or circumstance that would be reasonably expected to make the timely satisfaction of any of the conditions set forth in Article VI impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.11 requires any change in the Sellers Disclosure Schedule or the Partnership Disclosure Schedule, then the Partnership and the Sellers shall promptly deliver to the Purchaser an update to the applicable Disclosure Schedule specifying such change. Except as provided in Section 8.1(a), no such update shall be deemed to supplement or amend the Sellers Disclosure Schedule or the Partnership Disclosure Schedule for the purpose of (i) determining the accuracy of any representation or warranty made by Sellers or the Partnership in this Agreement or in any certificate delivered at Closing, (ii) reducing the Sellers Obligations pursuant to Article VIII or (iii) determining whether any of the conditions set forth in Article VI have been satisfied.

Notification; Updates to Disclosure Schedules. During the period between the date hereof and the Closing, Sellers and the Partnership shall promptly notify Purchaser in writing if they have knowledge of (a) any event, condition, fact or circumstance that occurred or existed on or prior to Between the date of this Agreement and the Closing Date, Sellers will promptly notify AIDEA in writing: (1) if Sellers or any of the Acquired Companies becomes aware of a fact or condition that caused causes or constitutes a breach of any of Sellers’ representations and warranties of Article 3, or would have constituted a breach if the fact or condition had existed at the time this Agreement was made; and (2) if Sellers or any of the Acquired Companies learn of the occurrence of any event that may make the satisfaction of the conditions to Closing impossible or unlikely. (b) Prior to the Closing Date, the Sellers shall supplement or amend the Disclosure Schedules required by this Agreement with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedule. Each supplement or amendment to the Disclosure Schedules pursuant to this Section shall be subject to the approval in writing of AIDEA (which approval by AIDEA will not be unreasonably withheld), except as provided in Section 5.05(c). No supplement or amendment of the Disclosure Schedules made pursuant to this Section 5.05 shall be deemed to cure any breach of any representation or warranty made by Sellers or the Partnership in this Agreement; (b) 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 Sellers or the Partnership in this Agreement if such representation or warranty had been made unless the parties agree thereto in writing. (c) As soon as reasonably possible after June 30, 2015, Sellers shall cause the Acquired Companies to prepare Quarterly Reports for the second calendar quarter of 2015 to present the Acquired Companies’ financial position as of the time end of the occurrence, existence or discovery period and the results of such event, condition, fact or circumstance; (c) any material breach Operations and cash flows for the period. Sellers shall provide the same to AIDEA as soon as they are available. The Quarterly Reports for the second calendar quarter of any covenant or obligation of Sellers or the Partnership; and (d) any event, condition, fact or circumstance that would be reasonably expected 2015 shall constitute a supplement to make the timely satisfaction of any of the conditions set forth in Article VI impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.11 requires any change in the Sellers Disclosure Schedule 3.06, but such supplement shall not be subject to XXXXX’s review or approval so long as it does not show or indicate that a Material Adverse Effect has occurred after the Partnership Disclosure Schedule, then the Partnership and the Sellers shall promptly deliver to the Purchaser an update to the applicable Disclosure Schedule specifying such change. Except as provided in Section 8.1(a), no such update shall be deemed to supplement or amend the Sellers Disclosure Schedule or the Partnership Disclosure Schedule for the purpose Effective Date of (i) determining the accuracy of any representation or warranty made by Sellers or the Partnership in this Agreement or in any certificate delivered at Closing, (ii) reducing the Sellers Obligations pursuant to Article VIII or (iii) determining whether any of the conditions set forth in Article VI have been satisfiedAgreement.

Notification; Updates to Disclosure Schedules. During the period between the date hereof and the Closing, Sellers and the Partnership shall promptly notify Purchaser in writing if they have knowledge of (a) Between the Effective Date and the Closing Date, AIDEA will notify IGU in writing within five days after AIDEA or any event, condition, of the Acquired Companies has Knowledge of: (1) a fact or circumstance condition that occurred or existed on or prior to the date of this Agreement and that caused causes or constitutes a breach of any representation of AIDEA’s representations and warranties in Article 3, or warranty made by Sellers would have constituted a breach of such representations and warranties if the fact or condition had existed at the Partnership in time this AgreementAgreement was made; or (2) the occurrence of any event that may make the satisfaction of the conditions to Closing impossible or unlikely. (b) 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 Sellers or the Partnership in this Agreement if such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; (c) any material breach of any covenant or obligation of Sellers or the Partnership; and (d) any event, condition, fact or circumstance that would be reasonably expected to make the timely satisfaction of any of the conditions set forth in Article VI impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.11 requires any change in the Sellers Disclosure Schedule or the Partnership Disclosure Schedule, then the Partnership and the Sellers shall promptly deliver Prior to the Purchaser an update to the applicable Disclosure Schedule specifying such change. Except as provided in Section 8.1(a)Closing Date, no such update AIDEA shall be deemed to supplement or amend the Sellers Disclosure Schedules required by this Agreement with respect to any matter hereafter arising which, if existing or occurring at the Effective Date, would have been required to be set forth or described in such Disclosure Schedule. (c) As soon as reasonably possible after the close of each calendar quarter of 2017 and 2018 until the Closing Date, AIDEA shall cause the Acquired Companies to prepare Quarterly Reports for each calendar quarter to present the Acquired Companies’ financial position as of the end of the period and the results of Operations and cash flows for the period. AIDEA shall provide the same to IGU as soon as they are available. The Quarterly Reports for each calendar quarter of 2017 and 2018 shall constitute a supplement to Disclosure Schedule or the Partnership Disclosure Schedule for the purpose of (i) determining the accuracy of any representation or warranty made by Sellers or the Partnership in this Agreement or in any certificate delivered at Closing, (ii) reducing the Sellers Obligations pursuant to Article VIII or (iii) determining whether any of the conditions set forth in Article VI have been satisfied3.6.

Notification; Updates to Disclosure Schedules. During the period between the date hereof and the Closing, Sellers and the Partnership LLC shall promptly notify Purchaser in writing if they have knowledge of (a) 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 Sellers or the Partnership in this Agreement; (b) 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 Sellers or the Partnership in this Agreement if such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; (c) any material breach of any covenant or obligation of Sellers or the PartnershipSellers; and (d) any event, condition, fact or circumstance that would be reasonably expected to make the timely satisfaction of any of the conditions set forth in Article VI VII impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.11 6.10 requires any change in the Sellers Disclosure Schedule, the LLC Disclosure Schedule or the Partnership ARM Disclosure Schedule, then the Partnership and the Sellers shall promptly deliver to the Purchaser an update to the applicable Disclosure Schedule specifying such change. Except as provided in Section 8.1(a9.1(a), no such update shall be deemed to supplement or amend the Sellers Disclosure Schedule or the Partnership LLC Disclosure Schedule for the purpose of (i) determining the accuracy of any 60 representation or warranty made by Sellers or the Partnership in this Agreement or in any certificate delivered at Closing, (ii) reducing the Sellers Obligations pursuant to Article VIII IX or (iii) determining whether any of the conditions set forth in Article VI VII have been satisfied.

Notification; Updates to Disclosure Schedules. During the period between the date hereof and the Closing, Sellers and the Partnership shall promptly notify Purchaser in writing if they have knowledge of (a) Between the Effective Date and the Closing Date, AIDEA will notify IGU in writing within five days after AIDEA or any event, condition, of the Acquired Companies has Knowledge of: (1) a fact or circumstance condition that occurred or existed on or prior to the date of this Agreement and that caused causes or constitutes a breach of any representation of AIDEA’s representations and warranties in Article 3, or warranty made by Sellers would have constituted a breach of such representations and warranties if the fact or condition had existed at the Partnership in time this AgreementAgreement was made; or (2) the occurrence of any event that may make the satisfaction of the conditions to Closing impossible or unlikely. (b) 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 Sellers or the Partnership in this Agreement if such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; (c) any material breach of any covenant or obligation of Sellers or the Partnership; and (d) any event, condition, fact or circumstance that would be reasonably expected to make the timely satisfaction of any of the conditions set forth in Article VI impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.11 requires any change in the Sellers Disclosure Schedule or the Partnership Disclosure Schedule, then the Partnership and the Sellers shall promptly deliver Prior to the Purchaser an update to the applicable Disclosure Schedule specifying such change. Except as provided in Section 8.1(a)Closing Date, no such update AIDEA shall be deemed to supplement or amend the Sellers Disclosure Schedules required by this Agreement with respect to any matter hereafter arising which, if existing or occurring at the Effective Date, would have been required to be set forth or described in such Disclosure Schedule. (c) If the Closing does not occur before the Acquired Companies’ audited consolidating financial statements for the fiscal year ending June 30, 2017, are completed, AIDEA shall provide the same to IGU as soon as they are available, and Disclosure Schedule or 3.6 shall be supplemented by those audited consolidating financial statements for the Partnership fiscal year ending June 30, 2017. (d) As soon as reasonably possible after the close of each calendar quarter of 2017 and 2018 until the Closing Date, AIDEA shall cause the Acquired Companies to prepare Quarterly Reports for each calendar quarter to present the Acquired Companies’ financial position as of the end of the period and the results of Operations and cash flows for the period. AIDEA shall provide the same to IGU as soon as they are available. The Quarterly Reports for each calendar quarter of 2017 and 2018 shall constitute a supplement to Disclosure Schedule for the purpose of (i) determining the accuracy of any representation or warranty made by Sellers or the Partnership in this Agreement or in any certificate delivered at Closing, (ii) reducing the Sellers Obligations pursuant to Article VIII or (iii) determining whether any of the conditions set forth in Article VI have been satisfied3.6.