Common use of Schedule Update Clause in Contracts

Schedule Update. From time to time prior to the Closing, any Seller or the Company, as the case may be, may, at its respective option, supplement or amend and deliver updates to the Company Disclosure Schedule (each a “Schedule Update”), that are necessary to complete or correct any information in such Company Disclosure Schedule or in any representation or warranty of the Sellers or the Company, as the case may be, that has been rendered inaccurate or incomplete due solely to any change, event, effect or occurrence since the date of this Agreement. If (a) Parent has the right to terminate the Agreement pursuant to Section 10.01(d) as a result of such Schedule Update and does not exercise such right within twenty (20) Business Days thereof and (b) the Schedule Update pursuant to this Section 6.14 relates solely to events occurring or conditions arising after the date of this Agreement, then such Schedule Update shall be deemed to have amended the Company Disclosure Schedule as of the date of this Agreement and to have qualified the representations and warranties contained in Article 3 with respect to the Sellers or Article 4 with respect to the Company, as of the date of this Agreement, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the existence of such matter. The Sellers or the Company, as applicable, shall provide to Parent any information relating to any Schedule Update reasonably requested by Parent. For the avoidance of doubt, (i) Parent shall not be permitted to terminate this Agreement and it shall not otherwise be deemed a breach of this Agreement as a result of any Schedule Updates that relate to any actions permitted by or taken in accordance with Section 6.02 and (ii) if (x) Parent does not have the right to terminate the Agreement pursuant to Section 10.01(d) as a result of a Schedule Update or (y) a Schedule Update pursuant to this Section 6.14 does not relate solely to events occurring or conditions arising after the date of this Agreement, then such Schedule Update shall not be deemed to have amended the Company Disclosure Schedule as of the date of this Agreement, to have qualified the representations and warranties contained in Article 3 with respect to the Sellers or Article 4 with respect to the Company, as of the date of this Agreement, or to have cured any misrepresentation or breach of warranty that may exist hereunder by reason of the existence of such matter.

Schedule Update. From time to time prior to the Closing, any Seller or the Company, as the case may be, may, at its respective option, supplement or amend and deliver updates to the Company Disclosure Schedule (each a “Schedule Update”), that are necessary to complete or correct any information in such Company Disclosure Schedule or in any representation or warranty of the Sellers or the Company, as the case may be, that has been rendered inaccurate or incomplete due solely to any change, event, effect or occurrence since the date of this Agreement. If (a) Parent Purchaser has the right to terminate the Agreement pursuant to Section 10.01(d) as a result of such Schedule Update and does not exercise such right within twenty (20) Business Days thereof and (b) the Schedule Update pursuant to this Section 6.14 6.13 relates solely to events occurring or conditions arising after the date of this Agreement, then such Schedule Update shall be deemed to have amended the Company Disclosure Schedule as of the date of this Agreement and Agreement, to have qualified the representations and warranties contained in Article 3 with respect to the Sellers or Article 4 with respect to the Company, as of the date of this Agreement, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the existence of such matter. The Sellers or the Company, as applicable, shall provide to Parent Purchaser any information relating to any Schedule Update reasonably requested by ParentPurchaser. For the avoidance of doubt, (i) Parent Purchaser shall not be permitted to terminate this Agreement and it shall not otherwise be deemed a breach of this Agreement as a result of any Schedule Updates that relate to any actions permitted by or taken in accordance with Section 6.02 and (ii) if (x) Parent Purchaser does not have the right to terminate the Agreement pursuant to Section 10.01(d) as a result of a Schedule Update or (y) a Schedule Update pursuant to this Section 6.14 6.13 does not relate solely to events occurring or conditions arising after the date of this Agreement, then such Schedule Update shall not be deemed to have amended the Company Disclosure Schedule as of the date of this Agreement, to have qualified the representations and warranties contained in Article 3 with respect to the Sellers or Article 4 with respect to the Company, as of the date of this Agreement, or to have cured any misrepresentation or breach of warranty that may exist hereunder by reason of the existence of such matter.

Schedule Update. From time to time prior to the ClosingClosing Date, any Seller or the Company, as the case may be, may, at its respective option, option supplement or amend and deliver updates to any Schedule that has been rendered inaccurate or incomplete since the Company Disclosure Schedule (each Effective Date solely as a “Schedule Update”), that are result of matters or events first occurring after the Effective Date as necessary to complete or correct any information in such Company Disclosure Schedule or in any representation or warranty Schedules; for the avoidance of the Sellers or the Companydoubt, as the case may be, Schedules that has been rendered are inaccurate or incomplete due solely to events or matters occurring prior to the Effective Date as to which Seller first gained knowledge after the Effective Date are not eligible to be updated. Seller shall provide Buyers with any changesuch supplement or amendment by written notice (each, event, effect or occurrence since the date of this Agreementa “Schedule Update”) in accordance with Section 12.1. If the matters identified in a Schedule Update, individually or collectively with matters identified in any other Schedule Update, constitute a Material Adverse Effect, then Buyers may, at any time during the ten (a10) Parent has the right Business Days following their receipt of any such Schedule Update, elect to terminate the this Agreement pursuant to Section 10.01(d) as a result 10.1(f). If Buyers do not so timely elect (subject to the preceding sentence with respect to the cumulative effect of such matters identified in all Schedule Update and does not exercise such right within twenty (20) Business Days thereof and (b) Updates, whether prior to or after the Schedule Update pursuant to this Section 6.14 relates solely to events occurring or conditions arising after in question), the date of this Agreement, then such Schedule Update shall be deemed to have amended the Company Disclosure appropriate Schedule or Schedules as of the date of this Agreement and Agreement, to have qualified the representations and warranties contained in Article 3 with respect to the Sellers or Article 4 with respect to the Company, as of the date of this Agreement, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the existence of such matter, subject to the succeeding sentence. The Sellers or Notwithstanding the Companyforegoing, as applicable, Buyers shall provide be entitled to Parent any information relating indemnification subject to any Schedule Update reasonably requested by Parent. For the avoidance of doubt, (i) Parent shall not be permitted to terminate this Agreement and it shall not otherwise be deemed a breach of this Agreement as a result of any Schedule Updates that relate to any actions permitted by or taken in accordance with Section 6.02 11.2(a) and the limitations and thresholds contained in Article 11 in an aggregate amount not to exceed five million Dollars (ii$5,000,000) if to the extent of the inaccuracy of any representation or warranty made by Seller (xdisregarding all Schedule Updates) Parent does not have the right to terminate the Agreement pursuant to Section 10.01(d) as a result of a that is affected by any Schedule Update or (y) a Schedule Update results in any Losses to Buyers; provided that Buyers shall not be entitled to any indemnification pursuant to this Section 6.14 does not relate solely to events occurring or conditions arising after the date of this Agreement, then such Schedule Update shall not be deemed to have amended the Company Disclosure Schedule as of the date of this Agreement, to have qualified the representations and warranties contained in Article 3 sentence with respect to the Sellers any Contracts or other matters approved by or consented to by Buyers pursuant to this Article 4 with respect to the Company, as of the date of this Agreement, or to have cured any misrepresentation or breach of warranty that may exist hereunder by reason of the existence of such matter6.