Common use of Notifications; Update of Disclosure Schedule Clause in Contracts

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 relating to its own representations, warranties or covenants of which it is aware that will or is reasonably likely to result in any of the conditions set forth in Article VI VII of this Agreement becoming incapable of being satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.13 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. The Seller or Seller Parent Sellers 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(c9.01(d), such a supplement or amendment of any section of the Seller Disclosure Schedule materially and adversely affects the benefits to be obtained by the Purchaser under this Agreement, then the Purchaser shall have the right to terminate this Agreement in accordance with Section 8.01(c9.01(d), 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 Schedule to the contrary, extent such amendment or supplement shall have been delivered on or prior to the Seller Due Diligence Expiration Date. To the extent any such amendment or supplement to any section of the Disclosure Schedule and the representations and warranties made by the Seller or Seller Parent shall be deemed for delivered following the Due Diligence Expiration Date, Purchaser shall have the right to terminate this Agreement in accordance with Section 9.01(d), provided, however, Purchaser and MCRLP shall retain any and all purposes to include and reflect such supplements and amendments as of the date hereof and at all times thereafterrights it would otherwise have under this Agreement, including as of the Closingwithout limitation Purchaser’s and MCRLP’s rights and remedies under Article VIII.

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 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 Seller or Seller Parent Sellers 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 representation or agreement warranty contained herein. If, pursuant to and in accordance with Section 8.01(c), If such a supplement or amendment of any section of the Seller Disclosure Schedule materially and adversely affects discloses any information that would give rise to a right of the benefits Purchaser to be obtained by Purchaser under terminate this AgreementAgreement pursuant to the provisions of Section 10.01(e), then the Purchaser shall have the right to terminate this Agreement in accordance with Section 8.01(c10.01(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 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 Party shall promptly notify the other party Parties 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 III of this Agreement becoming incapable of being satisfied. The Seller Parent 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 hereinin this Agreement. If, pursuant to and in accordance with Section 8.01(c9.01(c), but for such a supplement to or amendment of any section the Disclosure Schedule, the matter described in such supplement to or amendment of the Seller Disclosure Schedule materially and adversely affects the benefits would give rise to be obtained by Purchaser under this Agreementa Material Adverse Effect, then the Purchaser shall have the right to terminate this Agreement in accordance with Section 8.01(c9.01(c), but such termination shall be the Purchaser’s sole remedy relating to matters set forth in amendments of 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.