Notifications; Update of Disclosure Schedule. Until the Closing, each party hereto shall promptly notify the other party in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to result in any of the conditions set forth in Article VI of this Agreement becoming incapable of being satisfied. The Seller or Seller Parent may, from time to time, prior to or at the Closing, by notice given in accordance with this Agreement, supplement or amend the Seller Disclosure Schedule to correct any matter that would otherwise constitute a breach of any representation, warranty, covenant or agreement contained herein. If, pursuant to and in accordance with Section 8.01(c), such a supplement or amendment of any section of the Seller Disclosure Schedule materially and adversely affects the benefits to be obtained by Purchaser under this Agreement, then the Purchaser shall have the right to terminate this Agreement in accordance with Section 8.01(c), but such termination shall be the Purchaser’s sole remedy relating to matters set forth in amendments or supplements to any section of the Seller Disclosure Schedule. Notwithstanding any other provision hereof to the contrary, the Seller Disclosure Schedule and the representations and warranties made by the Seller or Seller Parent shall be deemed for all purposes to include and reflect such supplements and amendments as of the date hereof and at all times thereafter, including as of the Closing.
Notifications; Update of Disclosure Schedule. Until the Closing, each party hereto shall promptly notify the other party in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to result in any of the conditions set forth in Article VII of this Agreement becoming incapable of being satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.03 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. The Sellers may, from time to time, prior to or at the Closing, by notice given in accordance with this Agreement, supplement or amend the Disclosure Schedule to correct any matter that would otherwise constitute a breach of any representation, warranty, covenant or agreement contained herein. Notwithstanding any other provision hereof to the contrary, the Disclosure Schedule and the representations and warranties made by the Sellers shall be deemed for all purposes to include and reflect such supplements and amendments as of the date hereof and at all times thereafter, including as of the Closing.
Notifications; Update of Disclosure Schedule. (a) Until the Closing Date, each party hereto shall promptly notify the other party in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to result in any of the conditions set forth in Article VIII of this Agreement becoming incapable of being satisfied; provided, however, that the delivery of, or failure to deliver, any notice pursuant to this Section 5.06 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Notifications; Update of Disclosure Schedule. Until the Closing, NPC shall promptly notify the Purchaser in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that has resulted or will or is reasonably likely to result in any material variance of any of the representations and warranties contained in Article III or IV (and the Purchaser shall provide notice of the same to NPC with respect to any material variance in the representations and warranties in Article V); provided, however, that, other than as provided for in this Section 6.06, the delivery of any notice pursuant to this Section 6.06 shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice. To the extent any disclosure mentioned in the immediately preceding sentence results from any change, fact, circumstance, occurrence or event that was not required to be disclosed and included on the Disclosure Schedule (or, in the case of a disclosure made by the Purchaser, would not have been an exception at the date of this Agreement) when originally made and delivered, then the notice of such disclosure shall constitute an “Update Notice” and shall be delivered to the Purchaser (in the case of a notice from NPC) or to NPC (in the case of a notice from the Purchaser) in writing and clearly marked as an “Update Notice”; and such disclosures in any Update Notice shall amend and supplement the attached Disclosure Schedule (or, in the case of a notice from the Purchaser, shall be exceptions to the Purchaser’s representations and warranties in Article V in the same manner as Disclosure Schedule are exceptions to NPC’s and the Sellers’ representations and warranties in Article III and IV) in the form of “Updated Schedules” delivered to the Purchaser (in the case of a notice from NPC) or NPC (in the case of a notice from the Purchaser) for all purposes. To the extent any disclosure made to the Purchaser by NPC or to NPC by the Purchaser pursuant to the first sentence of this Section 6.06 results from any change, fact, circumstance, occurrence or event that was required to be disclosed and included on the Disclosure Schedule as of the date of this Agreement (or that would have required to be disclosed by the Purchaser as of the date of this Agreement had there been equivalent disclosure schedules applicable to the Purchaser’s representations and warranties) when originally made and delivered, then such disclosure shall not amend or supplement the a...
Notifications; Update of Disclosure Schedule. Until the Closing, each party hereto shall promptly notify the other party in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to result in any of the conditions set forth in Article VIII of this Agreement becoming incapable of being satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. The Sellers may, from time to time, prior to or at the Closing, by notice given in accordance with this Agreement, supplement or amend the Disclosure Schedule to correct any matter that would otherwise constitute a breach of any representation or warranty contained herein. If such a supplement or amendment of any section of the Disclosure Schedule discloses any information that would give rise to a right of the Purchaser to terminate this Agreement pursuant to the provisions of Section 10.01(e), then the Purchaser shall have the right to terminate this Agreement in accordance with Section 10.01(e), but such termination shall be the Purchaser’s sole remedy relating to matters set forth in amendments or supplements to any section of the Disclosure Schedule.
Notifications; Update of Disclosure Schedule. Prior to the Closing Date, Parent may supplement or amend the Disclosure Schedule furnished by it under this Agreement to reflect matters arising after the date of this Agreement. Any such supplement or amendment to the Disclosure Schedule shall not have the effect of modifying the representations or warranties of Parent contained in this Agreement for purposes of determining satisfaction of the conditions set forth in Section 8.02 or for purposes of determining a breach of the representations and warranties of Parent for purposes of Section 9.02.
Notifications; Update of Disclosure Schedule. Until the Closing, each Party shall promptly notify the other Party in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to result in any of the conditions set forth in Article VI of this Agreement becoming incapable of being satisfied. Without derogating from the Parties’ rights under Section 8.01, the Parties agree to discuss in good faith on appropriate measures or solutions in response to such events, circumstances, facts, occurrences or developments, including but not limited to discussing whether the Disclosure Schedule may be updated or if any adjustments to the economic balance between the Parties under this Agreement is required to be made.
Notifications; Update of Disclosure Schedule. Concurrently with the execution and delivery of this Agreement, each Party has delivered a Disclosure Schedule that includes all of the information required by the relevant provisions of this Agreement. In addition, either Party shall deliver to the other Party such additions to or modifications of any Sections of such Party’s Disclosure Schedule necessary to make the information set forth therein true, accurate and complete in all material respects as of the Effective Date (or such other specific date as may be specified in a representation or warranty) as soon as practicable after such information is available to such Party after the date of execution and delivery of this Agreement and prior to the Closing; provided, that (a) such disclosures shall not constitute an exception to the representations and warranties of such Party under this Agreement; (b) any such additional disclosure by Seller shall not affect the ability of Purchaser and/or Parent to terminate this Agreement pursuant to Article IX and (c) any such additional disclosure by Purchaser shall not affect the ability of Seller to terminate this Agreement pursuant to Article IX.
Notifications; Update of Disclosure Schedule. Until the Closing, each of the Sellers, on the one hand, and Purchaser, on the other hand, shall promptly notify the other Party in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that (a) will or is reasonably likely to result in any of the conditions set forth in Article VIII becoming incapable of being satisfied or (b) in the case of the Sellers, disclosure of which is necessary to correct any matter that would otherwise constitute a Breach; provided, however, that the sole remedy available hereunder to the Party receiving any notice pursuant to this Section 5.06 shall be the right to terminate this Agreement pursuant to Section 10.01(c) (without giving effect to the cure periods set forth therein) at any time prior to Closing; provided further, however, that, if the notified fact, change, condition, circumstance or occurrence or nonoccurrence of any event would reasonably be expected to result in the failure of any conditions to consummation of the Transactions set forth in Sections 8.01 or 8.02, as applicable, to be fulfilled without a written waiver of such condition or conditions and the Party receiving such notice does not elect to terminate this Agreement pursuant to this Section 5.06 prior to the Closing, each written notice provided pursuant to this Section 5.06 shall be deemed (i) to have amended any applicable section of the Disclosure Schedule or Exhibit as of the date hereof and the Closing, (ii) to have qualified the representations and warranties of the notifying Party contained herein as of the date hereof and the Closing and (iii) to have cured any Breach that otherwise might have existed hereunder by reason of such matter as of the date hereof and the Closing.
Notifications; Update of Disclosure Schedule. From and after the date hereof until the Closing, each Party shall promptly notify the other Party in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to result in any of the conditions set forth in Article VIII of this Agreement becoming incapable of being satisfied or being materially delayed.
