Common use of Schedule Updates Clause in Contracts

Schedule Updates. During the Interim Period, Seller shall supplement or amend the Schedules hereto with respect to any matter (regardless of whether such matter arose prior to, on or after the date hereof) if necessary to remedy any inaccuracy of any representation or warranty of Seller (each, a “Schedule Update”); provided that, except as specifically provided in this Section 5.15(b), no Schedule Update shall be deemed to be incorporated into or to supplement, amend or modify the Schedules. If Seller notifies Buyer that such event, development or occurrence which is the subject of the Schedule Update arose after the Effective Date and was not the result of a breach of this Agreement by Seller and constitutes a Material Adverse Effect, then Buyer shall have the right to terminate this Agreement without any penalty whatsoever. If Buyer has the right to, but does not elect to terminate this Agreement and the Closing occurs, then (i) Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matters specifically set forth in such Schedule Update that constituted or otherwise had a Material Adverse Effect, (ii) such Schedule Update shall be deemed to be incorporated into and to supplement, amend and modify the Schedules, and (iii) Buyer shall have irrevocably waived its rights to indemnification under Section 7.2 solely with respect to the matters specifically set forth in such Schedule Update. For purpose of clarity, Buyer and the Seller acknowledge and agree that any Schedule Update that reflects an event, development or occurrence that either (A) occurred prior to the Effective Date and should have been set forth on the Schedules as of the execution of this Agreement or (B) that does not give Buyer the right to terminate this Agreement for failure to satisfy the closing condition set forth in Section 6.1(a) or otherwise pursuant to this Agreement shall be deemed to have been provided for information purposes only, shall not be deemed to cure any breach of this Agreement or affect the conditions to Closing or Buyer’s indemnification rights set forth in this Agreement. In the event Buyer determines in good faith that any such Schedule Update, or prior Schedule Updates in the aggregate, could reasonably be expected to result in the incurrence by Buyer of Losses in excess of one percent (1.00%) of the Base Purchase Price, Buyer shall notify Seller of such determination within twenty (20) days of receipt of such Schedule Update from Seller, and the Parties shall negotiate in good faith an equitable adjustment to the Base Purchase Price to account for such Losses. Buyer will have the right to terminate this Agreement without any liability whatsoever if the aggregate of all such Losses equal or exceeds ten percent (10%) of the Base Purchase Price. In the event Buyer fails to deliver such determination to Seller within such twenty (20) day period, the Parties agree that no such equitable adjustment shall be made in respect of such Schedule Update.

Schedule Updates. During From time to time during the Interim Period, Seller shall may supplement or amend and deliver updates to the Schedules hereto with respect to any matter (regardless of whether such matter arose prior to, on changes or events occurring or conditions arising after the date hereof) if necessary Effective Date, including such supplements or amendments to remedy any inaccuracy of any representation Schedules expressly permitted or warranty of Seller required herein (each, a “Schedule Update”); provided that, except as specifically provided in this Section 5.15(b), no Schedule Update shall be deemed to be incorporated into or to supplement, amend or modify . In the Schedules. If Seller notifies Buyer that such event, development or occurrence which is the subject of the Schedule Update arose after the Effective Date and was not the result of a breach of this Agreement by Seller and constitutes a Material Adverse Effect, then Buyer shall have the right to terminate this Agreement without any penalty whatsoever. If Buyer has the right to, but does not elect to terminate this Agreement and the Closing occurs, then (i) Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matters specifically set forth in such Schedule Update that constituted or otherwise had a Material Adverse Effect, (ii) such Schedule Update shall be deemed to be incorporated into and to supplement, amend and modify the Schedules, and (iii) Buyer shall have irrevocably waived its rights to indemnification under Section 7.2 solely with respect to the matters specifically set forth in such Schedule Update. For purpose of clarity, Buyer and the Seller acknowledge and agree event that any Schedule Update discloses any such change, event or condition that reflects an event, development or occurrence that either (A) occurred prior to would prevent the Effective Date and should have been set forth on Seller from satisfying the Schedules as of the execution of this Agreement or (B) that does not give Buyer the right to terminate this Agreement for failure to satisfy the closing condition set forth in Section 6.1(a), then either (A) or otherwise pursuant to this Agreement Seller shall be deemed to have been provided for information purposes only, shall not be deemed a reasonable opportunity to cure any breach such fact or circumstance or (B) if Seller determines that such fact or circumstance is incapable of this Agreement cure by Seller by the Outside Date, Seller shall promptly notify Buyer of such determination, and then within five (5) Business Days of such determination, Buyer and Seller shall in good faith seek to quantify the amount of Losses relating to such fact or affect the conditions circumstance that Buyer would reasonably be expected to Closing or Buyer’s indemnification rights set forth in this Agreementsuffer as a result thereof. In the event the Buyer determines in good faith that and Seller are unable to agree as to the amount of Losses resulting from such fact or circumstance, such matter shall be referred to the Independent Accountant for final determination. The amount of any such Schedule Update, Losses finally determined (whether by agreement of the parties or prior Schedule Updates in by the aggregate, could reasonably be expected to Independent Accountant) shall result in the incurrence by Buyer of Losses in excess of one percent (1.00%) of the Base Purchase Price, Buyer shall notify Seller of such determination within twenty (20) days of receipt of such Schedule Update from Seller, and the Parties shall negotiate in good faith an equitable adjustment a dollar for dollar reduction to the Base Purchase Price to account for such Losses. payable by Buyer will have at the right to terminate this Agreement without any liability whatsoever Closing, provided, that if the aggregate amount of all such Losses are equal to or exceeds greater than ten percent (10%) of the Base Purchase Price, either Seller or Buyer may, in their discretion, elect to terminate this Agreement in lieu of accepting a reduction to the Base Purchase Price by delivering a written termination notice to the other Party. If, pursuant to this Section 5.15, either Seller cures such fact or circumstance, or the amount of Losses is finally determined (and, if applicable, neither Seller nor Buyer exercises any termination right pursuant to the previous sentence), then the Schedule Update relating to such fact or circumstance shall be deemed to be part of the Schedules for purposes of determining whether Seller has satisfied the condition set forth in Section 6.1(a). In the event Buyer fails to deliver such determination to that Seller within such twenty (20) day period, the Parties agree that no such equitable adjustment shall be made in respect of such provides a Schedule Update, Seller shall also promptly provide any additional information relating thereto as Buyer may reasonably request.

Schedule Updates. During the Interim Period, Seller shall supplement or (b) amend the Schedules hereto with respect to any matter (regardless of whether such matter arose prior to, on or after the date hereof) if necessary to remedy any inaccuracy of any representation or warranty of Seller (each, a “Schedule Update”); provided that, except as specifically provided in this Section 5.15(b), no Schedule Update shall be deemed to be incorporated into or to supplement, amend or modify the Schedules. If Seller notifies Buyer that such event, development or occurrence which is the subject of the Schedule Update arose after the Effective Date and was not the result of a breach of this Agreement by Seller and constitutes a Material Adverse Effect, then Buyer shall have the right to terminate this Agreement without any penalty whatsoever. If Buyer has the right to, but does not elect to terminate this Agreement and the Closing occurs, then (i) Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matters specifically set forth in such Schedule Update that constituted or otherwise had a Material Adverse Effect, (ii) such Schedule Update shall be deemed to be incorporated into and to supplement, amend and modify the Schedules, and (iii) Buyer shall have irrevocably waived its rights to indemnification under Section 7.2 solely with respect to the matters specifically set forth in such Schedule Update. For purpose of clarity, Buyer and the Seller acknowledge and agree that any Schedule Update that reflects an event, development or occurrence that either (A) occurred prior to the Effective Date and should have been set forth on the Schedules as of the execution of this Agreement or (B) that does not give Public Service Company of New Hampshire dba Eversource Energy Docket DE 17-124 October 12, 2017 Attachment 2 Page 75 of 159 EXECUTION VERSION Buyer the right to terminate this Agreement for failure to satisfy the closing condition set forth in Section 6.1(a) or otherwise pursuant to this Agreement shall be deemed to have been provided for information purposes only, shall not be deemed to cure any breach of this Agreement or affect the conditions to Closing or Buyer’s indemnification rights set forth in this Agreement. In the event Buyer determines in good faith that any such Schedule Update, or prior Schedule Updates in the aggregate, could reasonably be expected to result in the incurrence by Buyer of Losses in excess of one percent (1.00%) of the Base Purchase Price, Buyer shall notify Seller of such determination within twenty (20) days of receipt of such Schedule Update from Seller, and the Parties shall negotiate in good faith an equitable adjustment to the Base Purchase Price to account for such Losses. Buyer will have the right to terminate this Agreement without any liability whatsoever if the aggregate of all such Losses equal or exceeds ten percent (10%) of the Base Purchase Price. In the event Buyer fails to deliver such determination to Seller within such twenty (20) day period, the Parties agree that no such equitable adjustment shall be made in respect of such Schedule Update.

Schedule Updates. During From time to time during the Interim Period, if Seller shall supplement first becomes aware of any fact, circumstance, development, event or amend the Schedules hereto with respect to any matter (regardless of whether such matter arose prior to, on or occurrence first arising after the date hereof) of this Agreement that would make any of the representations or warranties in Article III inaccurate or incorrect if necessary to remedy any inaccuracy of any such representation or warranty were made on the date of the occurrence of such fact, circumstance, development, event or occurrence or on the Closing Date, then Seller may provide Buyer with a written description thereof within ten (each10) Business Days after the occurrence of such fact, circumstance, development, event, effect or occurrence (any such description, a “"Schedule Update”"); provided that, except . Except as specifically provided in this Section 5.15(b9.01(e), no Schedule Update shall be deemed to be incorporated into or to supplement, amend or modify the Schedules. If Seller notifies Buyer that such event, development or occurrence which is the subject of the Schedule Update arose after the Effective Date and was not the result of a breach of this Agreement by Seller and constitutes a Material Adverse Effect, then Buyer shall have the right to terminate this Agreement without any penalty whatsoever. If Buyer has the right to, but does not elect to terminate this Agreement and the Closing occurs, then (i) Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matters specifically set forth in such Schedule Update that constituted or otherwise had a Material Adverse Effect, (ii) such Schedule Update shall be deemed to have amended the Seller Disclosure Schedule and no fact, circumstance, development, event, effect or occurrence disclosed in such Schedule Update shall be deemed incorporated into and such Seller Disclosure Schedule, or to supplementhave cured any misrepresentation or breach of warranty that otherwise exists hereunder by reason of the existence of such fact, amend and modify the Schedulescircumstance, and (iii) Buyer shall have irrevocably waived its rights to indemnification under Section 7.2 solely development, event, effect or occurrence; provided, that, with respect to a Claim made pursuant to Section 8.01(a)(i) resulting from, arising out of or in connection with a misrepresentation or breach of warranty that exists hereunder by reason solely of the matters specifically existence of any fact, circumstance, development, event, effect or occurrence expressly set forth in such Schedule Update. For purpose of clarity, Buyer and the Seller acknowledge and agree that any a Schedule Update that reflects an eventin accordance with this Section 5.07, development or occurrence that either (A) occurred prior to the Effective Date and should have been set forth on the Schedules as of the execution of this Agreement or (B) that does not give Indemnified Buyer the right to terminate this Agreement for failure to satisfy the closing condition set forth in Section 6.1(a) or otherwise pursuant to this Agreement shall be deemed to have been provided for information purposes only, Entities shall not be deemed entitled to cure any breach of this Agreement or affect the conditions indemnification for Indemnifiable Losses with respect to Closing or Buyer’s indemnification rights set forth in this Agreement. In the event Buyer determines in good faith that any all such Schedule Update, or prior Schedule Updates in the aggregate, could reasonably be expected to result in the incurrence by Buyer of Losses in excess of one percent (1.00%) of the Base Purchase Price, Buyer shall notify Seller of such determination within twenty (20) days of receipt of such Schedule Update from Seller, Claims unless and the Parties shall negotiate in good faith an equitable adjustment to the Base Purchase Price to account for such Losses. Buyer will have the right to terminate this Agreement without any liability whatsoever if until the aggregate of Indemnifiable Losses to all Indemnified Buyer Entities with respect to all such Losses equal or Claims exceeds ten percent one million dollars (10%$1,000,000) (the “Schedule Update Deductible”) in addition to the application of the Base Purchase Price. In Deductible in accordance with Section 8.01(b) (it being agreed that any Claim made pursuant to Section 8.01(a)(i) with respect to a Schedule Update shall first be applied to the event Buyer fails Schedule Update Deductible prior to deliver being applied to the Deductible and any such determination to Seller within such twenty (20) day period, the Parties agree that no such equitable adjustment Claims shall be made subject to the limitations and other provisions in respect of such Schedule UpdateArticle VIII).

Schedule Updates. During Sellers may, from time to time prior to the Interim PeriodClosing, Seller shall by notice in accordance with the terms of this Agreement, supplement or amend any of (i) the Disclosure Schedules hereto solely with respect to the representations and warranties set forth in Article 4, or (ii) the Appendix A Disclosure Schedules solely with respect to the representations and warranties set forth in Appendix A (each, an “Update”), to include any matter that is or would have been required to be set forth or described in the Disclosure Schedules or the Appendix A Disclosure Schedule. (regardless b) If (i) any such Update is in respect of whether such an event that first occurred or any matter that first arose prior toto the Lockbox Date, such Update shall not be deemed to have cured any breach that otherwise might exist or come to exist hereunder by reason of any matters reflected in such Update and shall not excludenor limit Buyer’s right for indemnification pursuant to Article 9 below in respect of any matters or events reflected in any Update, and (ii) any such Update is in respect of an event that first occurred or any matter that first arose on or after the date hereofLockbox Date, and (x) if necessary to remedy Buyer determines reasonably and in good faith that any inaccuracy of any representation event or warranty of Seller (each, a “Schedule Update”); provided that, except as specifically provided matter included in this Section 5.15(b), no Schedule such Update shall be deemed to be incorporated into constitutes an event or to supplement, amend or modify the Schedules. If Seller notifies Buyer matter that such event, development or occurrence which is the subject of the Schedule Update arose after the Effective Date and was not the result of a breach of this Agreement by Seller and constitutes has had a Material Adverse Effect, then Buyer shall have the right to terminate this Agreement without any penalty whatsoever. If within ten (10) Business Days from receipt of such Update or (y) Buyer has the right to, but does not elect to validly terminate this Agreement and within such ten (10) Business Day period in accordance with the Closing occursforegoing clause (x), then (i) Buyer all matters contained in such Update shall be deemed to have irrevocably waived any right amended the Disclosure Schedules or the Appendix A Disclosure Schedules, as applicable, to terminate this Agreement with respect to qualify the matters specifically representations and warranties set forth in such Schedule Update that constituted Article 4 or otherwise had a Material Adverse EffectAppendix A. For the avoidance of doubt, (ii) such Schedule Update the representations and warranties set forth in Article 4 or Appendix A shall not be deemed to be incorporated into and to supplement, amend and modify the Schedules, and (iii) Buyer shall have irrevocably waived its rights to indemnification under Section 7.2 solely with respect qualified to the extent that the matters specifically set forth contained in such Schedule Update. For purpose of clarity, Buyer and the Seller acknowledge and agree that any Schedule an Update that reflects an event, development or occurrence that either (A) occurred prior to the Effective Date and should have been set forth on or described in the Disclosure Schedules or the Appendix A Disclosure Schedule as of the execution of this Agreement or (B) that does not give Buyer the right to terminate this Agreement for failure to satisfy the closing condition set forth in Section 6.1(a) or otherwise pursuant to this Agreement shall be deemed to have been provided for information purposes only, shall not be deemed to cure any breach of this Agreement or affect the conditions to Closing or Buyer’s indemnification rights set forth in this Agreement. In the event Buyer determines in good faith that any such Schedule Update, or prior Schedule Updates in the aggregate, could reasonably be expected to result in the incurrence by Buyer of Losses in excess of one percent (1.00%) of the Base Purchase Price, Buyer shall notify Seller of such determination within twenty (20) days of receipt of such Schedule Update from Seller, and the Parties shall negotiate in good faith an equitable adjustment to the Base Purchase Price to account for such Losses. Buyer will have the right to terminate this Agreement without any liability whatsoever if the aggregate of all such Losses equal or exceeds ten percent (10%) of the Base Purchase Price. In the event Buyer fails to deliver such determination to Seller within such twenty (20) day period, the Parties agree that no such equitable adjustment shall be made in respect of such Schedule Updatedate hereof.

Schedule Updates. During the Interim Period(a) Sellers have delivered Schedules (as of January 15, Seller shall supplement or amend the 2004) to Buyer Parties, which are attached hereto and made a part hereof. Buyer Parties have performed due diligence in connection with all such Schedules hereto with respect and are satisfied therewith. Buyer Parties agree to any matter (regardless of whether such matter arose promptly inform Sellers, in writing, prior to, on or after the date hereof) if necessary to remedy any inaccuracy Closing of any facts that come to their attention that may indicate that any of Sellers' representations or warranties may be untrue or that Sellers have otherwise breached any provision of this Agreement in a manner that could give any Buyer Indemnified Party any indemnification rights under Article VIII (although the failure by Buyer Parties to so inform Sellers shall have no effect whatsoever on any of Buyer Parties' rights or remedies against Sellers under this Agreement for any untrue representation or warranty of Seller (each, a “Schedule Update”made by Sellers hereunder or any such other breach); provided that. Notwithstanding anything to the contrary in this Agreement, except for information set forth in Article III and the Schedules attached to this Agreement, as specifically provided updated in accordance with this Section 5.15(b5.9, no review by Buyer Parties or knowledge of any Buyer Party relating to the subject matter of this Agreement shall operate as a waiver or otherwise affect the ability of Buyer Parties or their Affiliates to seek indemnification under Article VIII. (b) Schedules A (Part I and Part II thereof), no Schedule Update 3.7(B), 3.7(C), 3.12(C) and 3.12(D) shall be deemed to be incorporated into or to supplementupdated again as of the business day before Closing. Each party understands and agrees that such updates may warrant, amend or modify the if applicable, inclusion of additional Schedules. If Seller notifies Sellers and Buyer Parties agree that such eventin the interest of time, development or occurrence which is the subject above referenced Schedules are being attached hereto on the date hereof without the benefit of a thorough review by all interested parties and that any inaccuracy reflected therein on the Schedule Update arose after the Effective Date and was date hereof shall not the result of be deemed a breach of this Agreement by Seller and constitutes a Material Adverse Effect, then Buyer shall have the right to terminate this Agreement without any penalty whatsoever. If Buyer has the right to, but provided that such inaccuracy does not elect to terminate this Agreement and appear therein on the Closing occurs, then (iDate. Modifications to Schedule 3.7(C) Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matters specifically set forth in such Schedule Update that constituted or otherwise had a Material Adverse Effect, (ii) such Schedule Update shall be deemed to be incorporated into and to supplement, amend and modify the Schedules, and (iii) Buyer shall have irrevocably waived its rights to indemnification under Section 7.2 solely with respect to the matters specifically set forth in such Schedule Update. For purpose of clarity, Buyer and the Seller acknowledge and agree that any Schedule Update that reflects an event, development or occurrence that either (A) occurred prior to the Effective Closing Date shall be subject to the provisions of Section 2.4 (Purchase Price Adjustment), while modifications to Schedule 3.7(C) to be made immediately after the Closing Date (as contemplated in Section 2.4) shall be subject to the provisions of Section 8.4(c). Each party hereto agrees to cooperate with each other so that the contents of Schedule 3.7 are as accurate as is reasonably practicable on and should have been set forth on the Schedules as of the execution of this Agreement or (B) that does not give Buyer the right to terminate this Agreement for failure to satisfy the closing condition set forth in Section 6.1(a) or otherwise pursuant to this Agreement shall be deemed to have been provided for information purposes only, shall not be deemed to cure any breach of this Agreement or affect the conditions to Closing or Buyer’s indemnification rights set forth in this Agreement. In the event Buyer determines in good faith that any such Schedule Update, or prior Schedule Updates in the aggregate, could reasonably be expected to result in the incurrence by Buyer of Losses in excess of one percent (1.00%) of the Base Purchase Price, Buyer shall notify Seller of such determination within twenty (20) days of receipt of such Schedule Update from Seller, and the Parties shall negotiate in good faith an equitable adjustment to the Base Purchase Price to account for such Losses. Buyer will have the right to terminate this Agreement without any liability whatsoever if the aggregate of all such Losses equal or exceeds ten percent (10%) of the Base Purchase Price. In the event Buyer fails to deliver such determination to Seller within such twenty (20) day period, the Parties agree that no such equitable adjustment shall be made in respect of such Schedule UpdateDate.

Schedule Updates. During From time to time prior to the Interim PeriodClosing (in each case within three business days after Seller becomes aware of the New Matter or New Matters set forth therein), Seller shall have the right to deliver to Buyer a supplement or amend amendment to the Schedules hereto with respect to any matter (regardless of whether such matter arose prior to, on or after the date hereof) if necessary to remedy any inaccuracy of any representation or warranty of Seller (each, a “Schedule Proposed Update”); provided . If, concurrently with the delivery of such Proposed Update, Seller informs Buyer in writing that, except as specifically provided in this Section 5.15(b), no Schedule Update shall be deemed to be incorporated into or to supplement, amend or modify the Schedules. If Seller notifies Buyer that such event, development or occurrence which is the subject of the Schedule Update arose after the Effective Date and was not the a result of any New Matter or New Matters set forth in such Proposed Update, the conditions set forth in Section 9.1 will not be satisfied at the Closing without a breach of this Agreement by Seller and constitutes a Material Adverse Effectsupplement to the Schedules to reflect the New Matter(s) set forth in the Proposed Update, then Buyer shall have the right to terminate this Agreement without any penalty whatsoeverpursuant to Section 12.1(c) (disregarding the cure period set forth therein) within five business days following its receipt of such Proposed Update. If Buyer has the right to, but does not elect fails to terminate this Agreement and the Closing occurswithin such five-business-day period, then such Proposed Update shall amend the Schedules (iincluding the underlying representations and warranties and for purposes of Section 9.1) and shall be deemed a “Disclosure Supplement”, and Buyer shall will be deemed to have irrevocably waived any right to terminate this Agreement indemnification pursuant to Section 11.1(a)(i) with respect to the matters specifically New Matters set forth in such Schedule Update that constituted or otherwise had Disclosure Supplement. For avoidance of doubt, a Material Adverse Effect, (ii) such Schedule Proposed Update shall be deemed not operate to be incorporated into and to supplementamend (a) if concurrently with the delivery of such Proposed Update, amend and modify the SchedulesSeller does not inform Buyer in writing that, and (iii) Buyer shall have irrevocably waived its rights to indemnification under Section 7.2 solely with respect to the matters specifically as a result of any New Matter or New Matters set forth in such Schedule Proposed Update. For purpose of clarity, Buyer and the Seller acknowledge and agree that any Schedule Update that reflects an event, development or occurrence that either (A) occurred prior to the Effective Date and should have been set forth on the Schedules as of the execution of this Agreement or (B) that does not give Buyer the right to terminate this Agreement for failure to satisfy the closing condition conditions set forth in Section 6.1(a) or otherwise pursuant to this Agreement shall be deemed to have been provided for information purposes only, shall 9.1 will not be deemed satisfied at the Closing or (b) with respect to cure any breach matter that is not a New Matter, irrespective of this Agreement or affect whether Seller informs Buyer that as a result of such matter the conditions to Closing or Buyer’s indemnification rights set forth in this Agreement. In the event Buyer determines in good faith that any such Schedule Update, or prior Schedule Updates in the aggregate, could reasonably Section 9.1 will not be expected to result in the incurrence by Buyer of Losses in excess of one percent (1.00%) of the Base Purchase Price, Buyer shall notify Seller of such determination within twenty (20) days of receipt of such Schedule Update from Seller, and the Parties shall negotiate in good faith an equitable adjustment to the Base Purchase Price to account for such Losses. Buyer will have the right to terminate this Agreement without any liability whatsoever if the aggregate of all such Losses equal or exceeds ten percent (10%) of the Base Purchase Price. In the event Buyer fails to deliver such determination to Seller within such twenty (20) day period, the Parties agree that no such equitable adjustment shall be made in respect of such Schedule Updatesatisfied.

Schedule Updates. During From time to time prior to the Interim PeriodClosing (in each case within three business days after Seller becomes aware of the New Matter or New Matters set forth therein), Seller shall have the right to deliver to Buyer a supplement or amend amendment to the Schedules hereto with respect to any matter (regardless of whether such matter arose prior to, on or after the date hereof) if necessary to remedy any inaccuracy of any representation or warranty of Seller (each, a “Schedule Proposed Update”); provided . If, concurrently with the delivery of such Proposed Update, Seller informs Buyer in writing that, except as specifically provided in this Section 5.15(b), no Schedule Update shall be deemed to be incorporated into or to supplement, amend or modify the Schedules. If Seller notifies Buyer that such event, development or occurrence which is the subject of the Schedule Update arose after the Effective Date and was not the a result of any New Matter or New Matters set forth in such Proposed Update, the conditions set forth in Section 9.1 will not be satisfied at the Closing without a breach of this Agreement by Seller and constitutes a Material Adverse Effectsupplement to the Schedules to reflect the New Matter(s) set forth in the Proposed Update, then Buyer shall have the right to terminate this Agreement without any penalty whatsoeverpursuant to Section 12.1(c) (disregarding the cure period set forth therein) within five business days following its receipt of such Proposed Update. If Buyer has the right to, but does not elect fails to terminate this Agreement and the Closing occurswithin such five-business-day period, then such Proposed Update shall amend the Schedules (iincluding the underlying representations and warranties and for purposes of Section 9.1) and shall be deemed a “Disclosure Supplement”, and Buyer shall will be deemed to have irrevocably waived any right to terminate this Agreement indemnification pursuant to Section 11.1(a)(i) with respect to the matters specifically New Matters set forth in such Schedule Update that constituted or otherwise had Disclosure Supplement. For avoidance of doubt, a Material Adverse Effect, (ii) such Schedule Proposed Update shall not operate to amend the Schedules in any respect (and shall not be deemed to be incorporated into and to supplementa Disclosure Supplement) (a) if concurrently with the delivery of such Proposed Update, amend and modify the SchedulesSeller does not inform Buyer in writing that, and (iii) Buyer shall have irrevocably waived its rights to indemnification under Section 7.2 solely with respect to the matters specifically as a result of any New Matter or New Matters set forth in such Schedule Proposed Update. For purpose of clarity, Buyer and the Seller acknowledge and agree that any Schedule Update that reflects an event, development or occurrence that either (A) occurred prior to the Effective Date and should have been set forth on the Schedules as of the execution of this Agreement or (B) that does not give Buyer the right to terminate this Agreement for failure to satisfy the closing condition conditions set forth in Section 6.1(a) or otherwise pursuant to this Agreement shall be deemed to have been provided for information purposes only, shall 9.1 will not be deemed satisfied at the Closing or (b) with respect to cure any breach matter that is not a New Matter, irrespective of this Agreement or affect whether Seller informs Buyer that as a result of such matter the conditions to Closing or Buyer’s indemnification rights set forth in this Agreement. In the event Buyer determines in good faith that any such Schedule Update, or prior Schedule Updates in the aggregate, could reasonably Section 9.1 will not be expected to result in the incurrence by Buyer of Losses in excess of one percent (1.00%) of the Base Purchase Price, Buyer shall notify Seller of such determination within twenty (20) days of receipt of such Schedule Update from Seller, and the Parties shall negotiate in good faith an equitable adjustment to the Base Purchase Price to account for such Losses. Buyer will have the right to terminate this Agreement without any liability whatsoever if the aggregate of all such Losses equal or exceeds ten percent (10%) of the Base Purchase Price. In the event Buyer fails to deliver such determination to Seller within such twenty (20) day period, the Parties agree that no such equitable adjustment shall be made in respect of such Schedule Updatesatisfied.

Schedule Updates. During From time to time prior to the Interim PeriodClosing, the Sellers may, at their option, deliver to the Purchaser supplements or amendments to the Seller shall supplement or amend the Schedules hereto Disclosure Schedule with respect to any matter (regardless of whether such matter arose prior tofact, on circumstance, development, event or occurrence first arising after the date hereof) if necessary to remedy of this Agreement that would make any inaccuracy of any representation the representations or warranty of Seller warranties in Article III or Article IV inaccurate or incorrect (each, a “Schedule Update”); provided that, except as specifically provided in this Section 5.15(b), no Schedule Update shall be deemed to be incorporated into or to supplement, amend or modify the Schedules. If Seller notifies Buyer that such event, development or occurrence which is the subject of the Schedule Update arose after the Effective Date and was not the result of a breach of this Agreement by Seller and constitutes a Material Adverse Effect, then Buyer shall have Purchaser has the right to terminate this Agreement without any penalty whatsoever. If Buyer has the right topursuant to Section 10.01(e), but does not elect to terminate this Agreement and the Closing occurs, then (i) Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matters specifically set forth in as a result of such Schedule Update and does not exercise such right within ten (10) Business Days of the date that constituted or otherwise had a Material Adverse EffectPurchaser obtains all relevant information related to such Schedule Update, (ii) then any such Schedule Update shall be deemed to be incorporated into and to supplement, amend and modify have amended the SchedulesSeller Disclosure Schedule, and (iii) Buyer shall have irrevocably waived its rights to indemnification under Section 7.2 solely with respect to the matters specifically set forth any fact, circumstance, development, event or occurrence disclosed in such Schedule UpdateUpdate shall be deemed incorporated into the Seller Disclosure Schedule, in each case as of the date of this Agreement for all purposes hereof, including for purposes of Article VII, Article IX and Article X, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the existence of such fact, circumstance, development, event or occurrence. For purpose the avoidance of claritydoubt, Buyer and the Seller acknowledge and agree that (a) any Schedule Update that reflects an eventany fact, development circumstance, development, event or occurrence that either (A) occurred prior resulting from any actions permitted by or taken in accordance with Section 6.02 shall not be deemed to the Effective Date and should have been set forth on the Schedules as of the execution be a breach of this Agreement (subject to the following clause (b)), and (b) any Schedule Update that reflects any fact, circumstance, development, event or (B) occurrence that does not give Buyer the Purchaser a right to terminate this Agreement for failure to satisfy the closing condition set forth in under Section 6.1(a10.1(e) or otherwise pursuant to this Agreement shall be deemed to have been provided for information purposes only, shall not be deemed to cure incorporated into the Seller Disclosure Schedule for any breach purposes hereof, including for purposes of this Agreement or affect Article VII, Article IX and Article X, and the conditions to Closing or Buyer’s indemnification Purchaser shall retain all rights set forth in this Agreement. In the event Buyer determines in good faith that herein with respect to any such Schedule Updatefact, circumstance, development, event or prior Schedule Updates in the aggregate, could reasonably be expected to result in the incurrence by Buyer of Losses in excess of one percent (1.00%) of the Base Purchase Price, Buyer shall notify Seller of such determination within twenty (20) days of receipt of such Schedule Update from Seller, and the Parties shall negotiate in good faith an equitable adjustment to the Base Purchase Price to account for such Losses. Buyer will have the right to terminate this Agreement without any liability whatsoever if the aggregate of all such Losses equal or exceeds ten percent (10%) of the Base Purchase Price. In the event Buyer fails to deliver such determination to Seller within such twenty (20) day period, the Parties agree that no such equitable adjustment shall be made in respect of such Schedule Updateoccurrence.

Schedule Updates. During The Company may, at any time and from time to time after the Interim PeriodFirst Tranche Closing, Seller shall and not less than five (5) Business Days prior to the Second Tranche Closing or Third Tranche Closing, by notice in accordance with the terms of this Agreement, deliver to the Buyer a proposed supplement or amend the Schedules hereto with respect amendment to any matter (regardless of whether one or more Schedules to the Company’s representations and warranties in Section 2 to set forth, include or otherwise identify any updated, additional or changed information from what was previously set forth, included or otherwise identified on such matter arose prior to, on or after the date hereof) if necessary to remedy any inaccuracy of any representation or warranty of Seller Schedules (each, a “Proposed Schedule Update”); provided that. If any matter disclosed in a Proposed Schedule Update would, except as specifically provided in absence of the addition of such disclosure to the Schedules to the Company’s representations and warranties in Section 2, cause a failure of the condition to closing set forth in Section 6A(vii), the Buyer shall have no obligation to purchase Units at any Additional Closings scheduled to occur after the date of delivery of such Proposed Schedule Update. Any information set forth, included or otherwise identified in any Proposed Schedule Update that is approved by the Buyer or that would not (in absence of disclosure) cause a failure of the condition to closing set forth in Section 6A(vii) shall be a “Schedule Update” (it being understood that the Buyer’s purchase of Units at an Additional Closing subsequent to the Company’s timely delivery of a Proposed Schedule Update pursuant to this Section 5.15(b), no Schedule Update 4(l) shall be deemed to be incorporated into an approval of such Proposed Schedule Update). All information set forth, included or to supplement, amend or modify the Schedules. If Seller notifies Buyer that such event, development or occurrence which is the subject of the otherwise identified in any Schedule Update arose after the Effective Date and was not the result of a breach of in accordance with this Agreement by Seller and constitutes a Material Adverse Effect, then Buyer shall have the right to terminate this Agreement without any penalty whatsoever. If Buyer has the right to, but does not elect to terminate this Agreement and the Closing occurs, then (iSection 4(l) Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement disclosed with respect to the matters specifically set forth in representations and warranties made by the Company at any Closing subsequent to the date such Schedule Update that constituted Updates are approved (or otherwise had a Material Adverse Effectdeemed approved), (ii) such Schedule Update shall be deemed to be incorporated into and to supplement, amend and modify the Schedules, and (iii) Buyer shall have irrevocably waived its rights to indemnification under Section 7.2 solely with respect to the matters specifically set forth in such Schedule Update. For purpose of clarity, Buyer and the Seller acknowledge and agree that any Schedule Update that reflects an event, development or occurrence that either (A) occurred prior to the Effective Date and should have been set forth on the Schedules as of the execution of this Agreement or (B) that does not give Buyer the right to terminate this Agreement for failure to satisfy the closing condition set forth in Section 6.1(a) or otherwise pursuant to this Agreement shall be deemed to have been provided for information purposes only, but shall not be deemed disclosed with respect to cure any representations or warranties made at a Closing prior to the date such Schedule Update is delivered. For the avoidance of doubt, neither the Buyer’s approval of a Schedule Update nor its purchase of Units at an Additional Closing subsequent to the Company’s timely delivery of a Proposed Schedule Update shall constitute a waiver of any of the Buyer’s remedies relating to any breach of this Agreement representations or affect warranties made at a Closing prior to the conditions to Closing or Buyer’s indemnification rights set forth in this Agreement. In the event Buyer determines in good faith that any such Schedule Update, or prior Schedule Updates in the aggregate, could reasonably be expected to result in the incurrence by Buyer of Losses in excess of one percent (1.00%) of the Base Purchase Price, Buyer shall notify Seller of such determination within twenty (20) days of receipt of date such Schedule Update from Selleris delivered, and the Parties shall negotiate in good faith an equitable adjustment including any rights pursuant to the Base Purchase Price to account for such Losses. Buyer will have the right to terminate this Agreement without any liability whatsoever if the aggregate of all such Losses equal or exceeds ten percent (10%) of the Base Purchase Price. In the event Buyer fails to deliver such determination to Seller within such twenty (20) day period, the Parties agree that no such equitable adjustment shall be made in respect of such Schedule UpdateSection 9.

Schedule Updates. During Purchaser agrees that, with respect to the Interim Periodrepresentations and warranties of the Seller contained in this Agreement, the Seller shall have the continuing right until the Closing to, upon prior written notice to Purchaser, add, supplement or amend the Schedules hereto to its representations and warranties with respect to any matter arising or occurring after the Effective Date that, if existing on the Effective Date, would have been required to be set forth or described in the Schedules (regardless such additions, supplements, or amendments, the “Schedule Updates”). Each Schedule Update shall include a statement from Seller as to whether any of the information contained in such Schedule Update would, in Seller’s reasonable judgment acting in good faith, give Purchaser such right to terminate this Agreement pursuant to Section 7.1(d)(i) (if such information were not deemed to supplement or amend the Schedules). For all purposes of this Agreement (except as provided for below), including for purposes of determining whether the conditions set forth in ARTICLE 6 have been fulfilled, the Schedules shall be deemed to include only that information contained therein on the Effective Date, and shall be deemed to exclude all information contained in any Schedule Update, and such excluded information shall not cure any breach of the applicable representation and warranty of the Seller for purposes of whether the conditions set forth in ARTICLE 6 have been fulfilled; provided, however, that if any information contained in any Schedule Update would give the Purchaser right to terminate this Agreement pursuant to Section 7.1(d)(i) (if such matter arose prior toinformation were not deemed to supplement or amend the Schedules), the Purchaser shall be entitled to exercise such right to terminate this Agreement at any time during the period beginning on or the date that Purchaser first receives written notice from Seller of such Schedule Update and ending on the date that is five (5) Business Days after the date hereof) if necessary to remedy any inaccuracy of any representation or warranty of Seller (each, a “Purchaser receives the Seller’s Schedule Update”); provided thatprovided, except as specifically provided further, that if the Purchaser does not elect to terminate this Agreement in this Section 5.15(b)such time period, no then such information contained in the Schedule Update shall be deemed to be incorporated into or to supplement, amend or modify included in the Schedules. If Seller notifies Buyer that such event, development or occurrence which is the subject Schedules for purposes of the Schedule Update arose after the Effective Date ARTICLE 5 and was not the result of a breach of this Agreement by Seller and constitutes a Material Adverse Effect, then Buyer shall have the right to terminate this Agreement without any penalty whatsoever. If Buyer has the right to, but does not elect to terminate this Agreement ARTICLE 7 and the Closing occurs, then (i) Buyer Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matters specifically set forth in such Schedule Update that constituted or otherwise had a Material Adverse Effect, (ii) such Schedule Update shall be deemed to be incorporated into and to supplement, amend and modify the Schedules, and (iii) Buyer shall have irrevocably waived its rights to indemnification under Section 7.2 solely with respect to the matters specifically set forth in such Schedule Update. For purpose of clarity, Buyer and the Seller acknowledge and agree that any Schedule Update that reflects an event, development ARTICLE 5 or occurrence that either (A) occurred prior to the Effective Date and should have been set forth on the Schedules as of the execution of this Agreement or (B) that does not give Buyer the right to terminate this Agreement for failure to satisfy the closing condition set forth in under Section 6.1(a7.1(d)(i) or otherwise pursuant (ii), in each case, with respect to this Agreement shall be deemed to have been provided for information purposes only, shall not be deemed to cure any breach of this Agreement or affect the conditions to Closing or Buyer’s indemnification rights set forth in this Agreement. In the event Buyer determines in good faith that any such Schedule Updateinformation. Notwithstanding anything herein to the contrary, or prior Schedule Updates in the aggregate, could reasonably be expected to result in the incurrence by Buyer of Losses in excess of one percent (1.00%) of the Base Purchase Price, Buyer shall notify Seller of such determination within twenty (20) days of receipt of such any Schedule Update from Seller, and the Parties shall negotiate in good faith an equitable adjustment to the Base Purchase Price to account for such Losses. Buyer will have the right to terminate this Agreement without any liability whatsoever if the aggregate of all such Losses equal Schedule 2.15(b) or exceeds ten percent (10%Schedule 2.15(c) of the Base Purchase Price. In the event Buyer fails to deliver such determination to Seller within such twenty (20) day period, the Parties agree that no such equitable adjustment shall be made in respect of such Schedule Updateaccordance with Section 4.3(i).