Common use of Notification; Updates to Schedules Clause in Contracts

Notification; Updates to Schedules. (a) From that date of this Agreement until the Closing, the Company, GTC and the Stockholder shall promptly notify Buyer in writing of: (i) the discovery by the Company, GTC or the Stockholder 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 in any material respect an inaccuracy in or breach of any representation or warranty made by the Company, GTC or the Stockholder in this 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 in any material respect an inaccuracy in or breach of any representation or warranty made by the Company, GTC or the Stockholder in this 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 material breach of any covenant or obligation of the Company, GTC or the Stockholder; and (iv) any event, condition, fact or circumstance that would make the satisfaction of any of the conditions set forth in Section 7.1 impossible or unlikely prior to June 30, 2001. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.4(a) requires any change in the schedule to this Agreement, or if any such event, condition, fact or circumstance would require such a change assuming the schedule to this Agreement were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company, GTC and the Stockholder shall promptly deliver to Buyer an update to the applicable schedule specifying such change; provided that, no such update shall be deemed to supplement or amend such schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company, GTC and the Stockholder in this Agreement or (ii) determining whether any of the conditions set forth in Section 7.1 have been satisfied.

Notification; Updates to Schedules. (a) From that date of this Agreement until the Closing, the Company, GTC and the Stockholder The Company shall promptly notify Buyer Parent in writing of: : (i) the discovery by the Company, GTC or the Stockholder 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 in any material respect an inaccuracy in or breach of any representation or warranty made by the Company, GTC Company or the Stockholder Shareholder in this 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 in any material respect an inaccuracy in or breach of any representation or warranty made by the Company, GTC Company or the Stockholder Shareholder in this 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 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 material breach of any covenant or obligation of the Company, GTC Company (and the Shareholder shall promptly notify Parent in writing of any breach of any covenant or obligation of the StockholderShareholder set forth herein); and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7.1 Article VII impossible or unlikely prior to June 30, 2001unlikely. (b) Parent shall promptly notify the Company in writing of: (i) the discovery by 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 an inaccuracy in or breach of any representation or warranty made by Parent or MergerCo in this 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 an inaccuracy in or breach of any representation or warranty made by Parent or MergerCo in this 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 Parent (and MergerCo shall promptly notify the Company in writing of any breach of any covenant or obligation of MergerCo set forth herein); and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article VII impossible or unlikely. (c) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.4(a6.8(a) or (b) requires any change in the schedule to this Agreementany Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the schedule to this Agreement were that such Schedule hereto was dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company, GTC and the Stockholder Company shall promptly deliver to Buyer Parent or Parent shall promptly deliver to the Company, as the case may be, an update to the applicable schedule such Schedule specifying such change; provided that, no . No such update shall be deemed to supplement or amend such schedule any Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company, GTC and the Stockholder parties hereto in this Agreement Agreement, or (ii) determining whether any of the conditions set forth in Section 7.1 have Article VII has been satisfied; provided, however, that if Closing occurs, such Schedule shall be deemed to be modified at such time by such update.

Notification; Updates to Schedules. (a) From that date of this Agreement until During the ClosingPre-Closing Period, the Company, GTC Company and the Stockholder Shareholders shall promptly notify Buyer Transcend in writing of: : (i) the discovery by the Company, GTC Company or the Stockholder Shareholders 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 in any material respect an inaccuracy in or breach of any representation or warranty made by the Company, GTC Company or any of the Stockholder Shareholders in this 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 in any material respect an inaccuracy in or breach of any representation or warranty made by the Company, GTC Company or any of the Stockholder Shareholders in this 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 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 material breach of any covenant or obligation of the Company, GTC Company or any of the StockholderShareholders; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7.1 6 or Section 7 of this Agreement impossible or unlikely prior to June 30, 2001unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.4(a4.3(a) of this Agreement requires any change in any Schedule to this Agreement after delivery and acceptance of the schedule Schedules to be delivered by the Company and the Shareholders pursuant to Section 4.6 of this Agreement, or if any such event, condition, fact or circumstance would require such a change assuming the schedule to this Agreement such Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company, GTC and Company or the Stockholder Shareholders shall promptly deliver to Buyer Transcend an update to the applicable schedule such Schedule specifying such change; provided that, no . No such update shall be deemed to supplement or amend such schedule any Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company, GTC and Company or any of the Stockholder Shareholders in this Agreement Agreement, or (ii) determining whether any of the conditions set forth in Section 7.1 have 6 of this Agreement has been satisfied.