Parent and Buyer’s Representations. If prior to the Closing Date, Parent or Buyer (i) becomes aware of any event or condition that causes any of the representations or warranties of Parent or Buyer herein to be inaccurate in any material respect; (ii) becomes aware that any of the representations or warranties of Parent or Buyer herein was inaccurate when made in any material respect; or (iii) becomes aware of any material failure of Parent or Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, Parent and Buyer shall give prompt notice thereof to Seller and shall use all commercially reasonable efforts to remedy the same. Parent and Buyer may thereafter (but not following the Closing) supplement the Buyer Disclosure Schedule to account for such inaccuracy; provided, that the delivery of a supplemented or amended Buyer Disclosure Schedule pursuant to this Section 6.3 shall not modify or qualify the representations or warranties of Parent and Buyer. Notwithstanding the foregoing, the delivery of any supplemented or amended Buyer Disclosure Schedule pursuant to this Section 6.3, to the extent that any supplemented or amended disclosure is material and relates (x) to events or conditions that (A) occur after the date of this Agreement and (B) are not directly caused by, or directly result from any actions, or nonaction, of Parent or Buyer in breach of this Agreement, or (y) to representations or warranties that are qualified as to knowledge of Parent or Buyer and such knowledge was only obtained after the date of this Agreement, shall constitute a non-willful failure by Buyer to satisfy the condition to Seller’s obligations to consummate the Closing set forth in Section 9.1; provided that if Seller determines to waive the conditions set forth in Section 9.1 after the delivery of such supplement or amended Disclosure Schedule, then the representations, warranties, covenants and agreements made by Parent and Buyer as modified by such amended or supplemented Buyer Disclosure Schedule shall form the sole basis for indemnification pursuant to Section 11.3 below.
