Common use of Supplement to Disclosure Schedules Clause in Contracts

Supplement to Disclosure Schedules. Each party (for purposes of this Section 5.16, the “Disclosing Party”) shall promptly notify the other party in writing of any fact or circumstance that would cause any of the Disclosing Party’s representations, warranties or covenants in this Agreement or any Schedule hereto, to be untrue or incomplete in any respect, or would cause the Disclosing Party to be unable to deliver the certificate required under Section 6.5(b) or Section 7.5(b), as applicable, and the Disclosing Party shall promptly deliver to the other party an updated version of any applicable Section of the Disclosing Party’s Disclosure Schedule or add a new Schedule to this Agreement to which such fact or circumstance relates (the “Updated Disclosure Schedule”). The delivery by the Disclosing Party of an Updated Disclosure Schedule shall not prejudice any rights of the other party hereunder prior to the Closing, including the right to claim that the representations and warranties of the Disclosing Party, when made as of the date hereof, were inaccurate or false in any material respect and to exercise any right to terminate this Agreement with respect to any inaccuracy of the Disclosure Party’s representations and warranties as of the date hereof or as any date after the date hereof. If the other party consummates the Merger following delivery of an Updated Disclosure Schedule, such Updated Disclosure Schedule shall be deemed to qualify the representations and warranties made as of the Effective Time by the Disclosing Party and replace for such purpose, in whole or in part, as the case may be, the applicable Section(s) of the Disclosing Party’s Disclosure Schedule delivered hereunder for such purpose. In the event that (i) a party terminates this Agreement pursuant to Section 8.1(h) or Section 8.1(i), as applicable, as a result of the information disclosed by the Disclosing Party in the Updated Disclosure Schedule and (ii) the failure of the Disclosing Party to disclose such information prior to the delivery of the Updated Disclosure Schedule by the Disclosing Party was intentional, the Disclosing Party shall be required to pay the other party a Termination Fee in accordance with Section 8.3(b) or Section 8.3(c), as applicable, and such remedy or payment shall not limit any other remedies available to such other party under this Agreement or at law (including the right to claim a termination fee under Section 8.3(b)(ii) or Section 8.3(c)(ii), as applicable, with respect to such inaccuracies whether or not the inaccuracies were intentional).

Supplement to Disclosure Schedules. Each party (for purposes of this Section 5.165.14, the “Disclosing PartyParty ”) shall promptly notify the other party in writing of any fact or circumstance that would cause any of the Disclosing Party’s representations, warranties or covenants in this Agreement or any Schedule hereto, to be untrue or incomplete in any respect, or would cause the Disclosing Party to be unable to deliver the certificate required under Section 6.5(b) 6.3 or Section 7.5(b7.3(b), as applicable, and the Disclosing Party shall promptly deliver to the other party an updated version of any applicable Section of the Disclosing Party’s Disclosure Schedule or add a new Schedule to this Agreement to which such fact or circumstance relates (the “Updated Disclosure Schedule”). The delivery by the Disclosing Party of an Updated Disclosure Schedule shall not prejudice any rights of the any other party hereunder prior to the Closing, including the right to claim that the representations and warranties of the Disclosing Party, when made as of the date hereof, were inaccurate or false in any material respect and to exercise any right to terminate this Agreement with respect to any inaccuracy of the Disclosure Party’s representations and warranties as of the date hereof or as any date after the date hereof. If the other party consummates the Merger following delivery of an Updated Disclosure Schedule, such Updated Disclosure Schedule shall be deemed to qualify the representations and warranties made as of the Effective Time by the Disclosing Party and replace for such purpose, in whole or in part, as the case may be, the applicable Section(s) of the Disclosing Party’s Disclosure Schedule delivered hereunder for such purpose. In the event that (i) a party terminates this Agreement pursuant to Section 8.1(h) or Section 8.1(i), as applicable, as a result of the information disclosed by the Disclosing Party in the Updated Disclosure Schedule and (ii) the failure of the Disclosing Party to disclose such information prior to the delivery of the Updated Disclosure Schedule by the Disclosing Party was intentional, the Disclosing Party shall be required to pay the other party a Termination Fee in accordance with Section 8.3(b) or Section 8.3(c), as applicable, and such remedy or payment shall not limit any other remedies available to such other party under this Agreement or at law (including the right to claim a termination fee under Section 8.3(b)(ii) or Section 8.3(c)(ii), as applicable, with respect to such inaccuracies whether or not the inaccuracies were intentional).

Supplement to Disclosure Schedules. Each party (for purposes of this Section 5.16MPC and SSA may, from time to time prior to the Effective Time, by written notice to NTI, supplement or amend the Disclosure Schedules. If either MPC or SSA so supplements or amends the Disclosure Schedules, the “Disclosing Party”) Parties shall promptly notify negotiate in good faith to agree upon an appropriate adjustment to the other party in writing of any fact or circumstance that would cause any of the Disclosing Party’s representations, warranties or covenants in this Agreement or any Schedule hereto, to be untrue or incomplete in any respect, or would cause the Disclosing Party to be unable to deliver the certificate required under Section 6.5(bPurchase Price (and Estimated Purchase Price) or Section 7.5(b)other reasonable remedy to reflect the information provided in the supplement or amendment (any such adjustment, as applicable, and the Disclosing Party shall promptly deliver to the other party an updated version of any applicable Section of the Disclosing Party’s a “Disclosure Schedule or add a new Schedule to this Agreement to which such fact or circumstance relates (the “Updated Disclosure ScheduleAdjustment”). The delivery by the Disclosing Party of an Updated Disclosure Schedule shall not prejudice any rights of the other party hereunder prior to the Closing, including the right to claim that the representations and warranties of the Disclosing Party, when made as of the date hereof, were inaccurate or false in any material respect and to exercise any right to terminate this Agreement with respect to any inaccuracy of the Disclosure Party’s representations and warranties as of the date hereof or as any date after the date hereof. If the other party consummates the Merger following delivery of an Updated Parties agree on a Disclosure ScheduleAdjustment pursuant to this Section 7.9, such Updated Disclosure Schedule NTI shall be deemed to qualify waive any further right to make a Claim with respect to such supplement or amendment to the representations and warranties made as Disclosure Schedules. If the Parties fail to agree on a Disclosure Adjustment pursuant to this Section 7.9, such supplement or amendment to the Disclosure Schedules shall not affect or be deemed to modify any representation or warranty of MPC or SSA set forth in this Formation Agreement or any of the Effective Time by Related Agreements, any of the Disclosing Party and replace for such purposeconditions to the obligations of NTI to consummate the Contemplated Transactions, in whole or in partany of the remedies available to NTI or the NTI Indemnitees under this Formation Agreement or any of the Related Agreements, as including any of their rights to indemnification hereunder or thereunder. For the case avoidance of doubt, MPC or SSA may be, the applicable Section(ssupplement or amend Sections 4.10(a)(iii) or 4.12(c) of the Disclosing Party’s Refining Contribution Disclosure Schedule delivered hereunder for such purpose. In the event Schedules and Sections 4.10 or 4.12(c) Marketing Contribution Disclosure Schedules, to identify new Environmental Conditions that (i) a party terminates this Agreement pursuant to Section 8.1(h) or Section 8.1(i), as applicable, occur as a result of an incident occurring following the information disclosed by the Disclosing Party in the Updated Disclosure Schedule and (ii) the failure of the Disclosing Party to disclose such information Execution Date but prior to the delivery of Effective Time, pursuant to the Updated process described above (any such amendment, an “Environmental Disclosure Schedule by Update”). If the Disclosing Party was intentional, the Disclosing Party shall be required Parties agree to pay the other party a Termination Fee in accordance with Section 8.3(b) or Section 8.3(c), as applicable, and such remedy or payment shall not limit any other remedies available to such other party under this Agreement or at law (including the right to claim a termination fee under Section 8.3(b)(ii) or Section 8.3(c)(ii), as applicable, Disclosure Adjustment with respect to an Environmental Disclosure Update, the Environmental Condition described in such inaccuracies whether Environmental Disclosure Update shall be deemed to be a Known Marketing Environmental Condition or Known Refinery Environmental Condition for the purposes of the Related Agreements. If the Parties do not agree to a Disclosure Adjustment with respect to Environmental Disclosure Update, the inaccuracies were intentional)information contained therein shall have the effect described in the fourth sentence of this paragraph.

Supplement to Disclosure Schedules. Each party Seller may deliver to Buyer no later than three (for purposes 3) Business Days prior to the Closing Date a supplement to the Disclosure Schedules set forth in Article IV containing changes to such schedules required to reflect events since, or facts discovered by, Seller after the date hereof, in either case the absence of this Section 5.16, the “Disclosing Party”) shall promptly notify the other party in writing of any fact or circumstance that which would cause any of the Disclosing PartySeller’s representations, representations and warranties or covenants contained in this Agreement or any Schedule hereto, not to be untrue or incomplete in any respect, or would cause the Disclosing Party to be unable to deliver the certificate required under Section 6.5(b) or Section 7.5(b), as applicable, true and the Disclosing Party shall promptly deliver to the other party an updated version of any applicable Section of the Disclosing Party’s correct (a “Disclosure Schedule or add a new Schedule to this Agreement to which such fact or circumstance relates (the “Updated Disclosure ScheduleUpdate”). The delivery by the Disclosing Party of an Updated If, with respect to any Disclosure Schedule shall not prejudice any rights of the other party hereunder prior to the ClosingUpdate, including Buyer has the right to claim that the representations and warranties terminate this Agreement pursuant to Section 9.1(b) as a result of the Disclosing Partyinformation contained in such Disclosure Schedule Update and Buyer does not exercise such right within five (5) Business Days after Buyer receives such Disclosure Schedule Update, when made such Disclosure Schedule Update shall be deemed to have amended the appropriate schedule as of the date hereof, were inaccurate or false to have qualified the representations and warranties contained in any material respect this Agreement as of the date hereof and to exercise have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the existence of such matter for the purposes of Section 7.1(a)(i) and Seller’s obligations pursuant to Article VII or the Buyer Group Members’ right to indemnification pursuant to Article VII. If, in connection with any Disclosure Schedule Update, Buyer does not have the right to terminate this Agreement with respect to any inaccuracy of the Disclosure Party’s representations and warranties as of the date hereof or as any date after the date hereof. If the other party consummates the Merger following delivery of an Updated Disclosure Schedule, such Updated Disclosure Schedule shall be deemed to qualify the representations and warranties made as of the Effective Time by the Disclosing Party and replace for such purpose, in whole or in part, as the case may be, the applicable Section(s) of the Disclosing Party’s Disclosure Schedule delivered hereunder for such purpose. In the event that (i) a party terminates this Agreement pursuant to Section 8.1(h9.1(b) or Section 8.1(i), as applicable, as a result of the information disclosed by the Disclosing Party contained in the Updated such Disclosure Schedule Update and (ii) the failure of the Disclosing Party to disclose such information prior to the delivery of the Updated Disclosure Schedule by the Disclosing Party was intentionalUpdate is not related to (x) items for which Buyer has provided its consent pursuant to Section 6.1, the Disclosing Party shall be or (y) items required to pay the other party a Termination Fee in accordance with Section 8.3(b) be performed by Seller or Section 8.3(c), as applicable, and such remedy or payment shall not limit any other remedies available its Affiliates pursuant to such other party under this Agreement or at law (including the transactions contemplated hereby, such Disclosure Schedule Update shall not qualify any of the representations for the purpose of determining Seller’s obligations pursuant to Article VII or the Buyer Group Members’ right to indemnification pursuant to Article VII relating to any Disclosure Schedule Update, and, if Closing occurs, the Buyer Group Members shall have the right to bring any indemnification claim arising from the Disclosure Schedule Update against Seller. Notwithstanding the foregoing, the provisions of this Section 6.4 do not constitute a termination fee under waiver by Buyer of the right to terminate this Agreement pursuant to Section 8.3(b)(ii9.1(b) or Section 8.3(c)(ii), as applicable, with respect to a result of the information contained in such inaccuracies whether or not the inaccuracies were intentional)Disclosure Schedule Update.

Supplement to Disclosure Schedules. Each party (for purposes of this Section 5.165.10, the “Disclosing Party”) shall promptly notify the other party in writing of any fact or circumstance that would cause any of the Disclosing Party’s representations, warranties or covenants in this Agreement or any Schedule hereto, to be untrue or incomplete in any respect, or would cause the Disclosing Party to be unable to deliver the certificate required under Section 6.5(b) 6.4 or Section 7.5(b)7.3, as applicable, and the Disclosing Party shall promptly deliver to the other party an updated version of any applicable Section of the Disclosing Party’s Disclosure Schedule or add a new Schedule to this Agreement to which such fact or circumstance relates (the “Updated Disclosure Schedule”). The delivery by the Disclosing Party of an Updated Disclosure Schedule shall not prejudice any rights of the any other party hereunder prior to the Closing, including the right to claim that the representations and warranties of the Disclosing Party, when made as of the date hereof, were inaccurate or false in any material respect and to exercise any right to terminate this Agreement with respect to any inaccuracy of the Disclosure Disclosing Party’s representations and warranties as of the date hereof or as of any date after the date hereof. If the other party consummates the Merger following delivery of an Updated Disclosure Schedule, such Updated Disclosure Schedule shall be deemed to qualify the representations and warranties made as of the Effective Time by the Disclosing Party and replace for such purpose, in whole or in part, as the case may be, the applicable Section(s) of the Disclosing Party’s Disclosure Schedule delivered hereunder for such purpose. In the event that (i) a party terminates this Agreement pursuant to Section 8.1(h) or Section 8.1(i), as applicable, as a result of the information disclosed by the Disclosing Party in the Updated Disclosure Schedule and (ii) the failure of the Disclosing Party to disclose such information prior to the delivery of the Updated Disclosure Schedule by the Disclosing Party was intentional, the Disclosing Party shall be required to pay the other party a Termination Fee in accordance with Section 8.3(b) or Section 8.3(c), as applicable, and such remedy or payment shall not limit any other remedies available to such other party under this Agreement or at law (including the right to claim a termination fee under Section 8.3(b)(ii) or Section 8.3(c)(ii), as applicable, with respect to such inaccuracies whether or not the inaccuracies were intentional).

Supplement to Disclosure Schedules. Each party (for purposes of this Section 5.16, the “Disclosing Party”) shall promptly notify the other party in writing of any fact or circumstance that would cause any of the Disclosing Party’s representations, warranties or covenants in this Agreement or any Schedule hereto, From time to be untrue or incomplete in any respect, or would cause the Disclosing Party to be unable to deliver the certificate required under Section 6.5(b) or Section 7.5(b), as applicable, and the Disclosing Party shall promptly deliver to the other party an updated version of any applicable Section of the Disclosing Party’s Disclosure Schedule or add a new Schedule to this Agreement to which such fact or circumstance relates (the “Updated Disclosure Schedule”). The delivery by the Disclosing Party of an Updated Disclosure Schedule shall not prejudice any rights of the other party hereunder time prior to the Closing, including Sellers and Buyers shall promptly supplement or amend the right to claim that the representations Seller Disclosure Schedules and warranties of the Disclosing PartyBuyer Disclosure Schedules, when made as of the date hereofrespectively, were inaccurate or false in any material respect and to exercise any right to terminate this Agreement with respect to any matter hereafter arising or of which Sellers become aware after the date of this Agreement (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the Disclosure Party’s representations and warranties as indemnification or termination rights contained in this Agreement or of determining whether the conditions set forth in Section 6.2(a) have been satisfied; provided, however, that if the Closing occurs, then all matters disclosed pursuant to any such supplement or amendment at or before the Closing that relate to any matter first arising or first occurring after the date hereof and that give rise to any breach or as inaccuracy of any date after the date hereof. If the other party consummates the Merger following delivery of an Updated Disclosure Schedule, such Updated Disclosure Schedule representation or warranty made (a) by Sellers under Article 3 shall be deemed to qualify the representations and warranties made as of the Effective Time by the Disclosing Party and replace for such purpose, in whole or in part, as the case may be, the applicable Section(s) of the Disclosing Party’s Disclosure Schedule delivered hereunder for such purpose. In the event that (i) a party terminates this Agreement pursuant to Section 8.1(h) or Section 8.1(i), as applicable, as a result of the information disclosed by the Disclosing Party have been included in the Updated Seller Disclosure Schedule and (ii) the failure of the Disclosing Party to disclose such information prior to the delivery of the Updated Disclosure Schedule by the Disclosing Party was intentionalSchedules, the Disclosing Party shall be required to pay the other party a Termination Fee in accordance with Section 8.3(b) or Section 8.3(c), as applicable, and such remedy or payment shall not limit any other remedies available to such other party under this Agreement or at law (including the right to claim a termination fee under Section 8.3(b)(ii) or Section 8.3(c)(ii), as applicable, but solely with respect to such inaccuracies whether matters first arising or first occurring after the date hereof (and shall qualify the relevant representations and warranties for purposes of the rights and remedies available to Buyers and the Buyer Indemnified Parties pursuant to Article 7) and (b) by Buyers under Article 4 shall be deemed to have been included in the Buyer Disclosure Schedules, but solely with respect to such matters first arising or first occurring after the date hereof (and shall qualify the relevant representations and warranties for purposes of the rights and remedies available to Sellers and the Seller Indemnified Parties pursuant to Article 7); provided, further, that, notwithstanding anything herein to the contrary, any supplement or amendment to Section 3.18.1 of the Seller Disclosure Schedules to reflect changes arising after the date of this Agreement in the identity of Employees in the ordinary course of business consistent with past practice shall not the inaccuracies were intentional)give rise to any claim hereunder for inaccuracy in or breach of any representation or warranty contained in Section 3.18.1.

Supplement to Disclosure Schedules. Each party (for purposes of this Section 5.165.10, the “Disclosing PartyParty ”) shall promptly notify the other party in writing of any fact or circumstance that would cause any of the Disclosing Party’s representations, warranties or covenants in this Agreement or any Schedule hereto, to be untrue or incomplete in any respect, or would cause the Disclosing Party to be unable to deliver the certificate required under Section 6.5(b) 6.5 or Section 7.5(b)7.4, as applicable, and the Disclosing Party shall promptly deliver to the other party an updated version of any applicable Section of the Disclosing Party’s Disclosure Schedule or add a new Schedule to this Agreement to which such fact or circumstance relates (the “Updated Disclosure Schedule”). The delivery by the Disclosing Party of an Updated Disclosure Schedule shall not prejudice any rights of the any other party hereunder prior to the Closing, including the right to claim that the representations and warranties of the Disclosing Party, when made as of the date hereof, were inaccurate or false in any material respect and to exercise any right to terminate this Agreement with respect to any inaccuracy of the Disclosure Party’s representations and warranties as of the date hereof or as any date after the date hereof. If the other party consummates the Merger following delivery of an Updated Disclosure Schedule, such Updated Disclosure Schedule shall be deemed to qualify the representations and warranties made as of the Effective Time by the Disclosing Party and replace for such purpose, in whole or in part, as the case may be, the applicable Section(s) of the Disclosing Party’s Disclosure Schedule delivered hereunder for such purpose. In the event that (i) a party terminates this Agreement pursuant to Section 8.1(h) or Section 8.1(i), as applicable, as a result of the information disclosed by the Disclosing Party in the Updated Disclosure Schedule and (ii) the failure of the Disclosing Party to disclose such information prior to the delivery of the Updated Disclosure Schedule by the Disclosing Party was intentional, the Disclosing Party shall be required to pay the other party a Termination Fee in accordance with Section 8.3(b) or Section 8.3(c), as applicable, and such remedy or payment shall not limit any other remedies available to such other party under this Agreement or at law (including the right to claim a termination fee under Section 8.3(b)(ii) or Section 8.3(c)(ii), as applicable, with respect to such inaccuracies whether or not the inaccuracies were intentional).

Supplement to Disclosure Schedules. Each party (for purposes of this Section 5.16‎5.15, the “Disclosing PartyParty ”) shall promptly notify the other party in writing of any fact or circumstance that would cause any of the Disclosing Party’s representations, warranties or covenants in this Agreement or any Schedule hereto, to be untrue or incomplete in any respect, or would cause the Disclosing Party to be unable to deliver the certificate required under Section 6.5(b‎6.5(b) or Section 7.5(b‎7.5(b), as applicable, and the Disclosing Party shall promptly deliver to the other party an updated version of any applicable Section of the Disclosing Party’s Disclosure Schedule or add a new Schedule to this Agreement to which such fact or circumstance relates (the “Updated Disclosure Schedule”). The delivery by the Disclosing Party of an Updated Disclosure Schedule shall not prejudice any rights of the any other party hereunder prior to the Closing, including the right to claim that the representations and warranties of the Disclosing Party, when made as of the date hereof, were inaccurate or false in any material respect and to exercise any right to terminate this Agreement with respect to any inaccuracy of the Disclosure Party’s representations and warranties as of the date hereof or as any date after the date hereof. If the other party consummates the Merger following delivery of an Updated Disclosure Schedule, such Updated Disclosure Schedule shall be deemed to qualify the representations and warranties made as of the Effective Time by the Disclosing Party and replace for such purpose, in whole or in part, as the case may be, the applicable Section(s) of the Disclosing Party’s Disclosure Schedule delivered hereunder for such purpose. In the event that (i) a party terminates this Agreement pursuant to Section 8.1(h‎8.1(g) or Section 8.1(i‎8.1(h), as applicable, as a result of the information disclosed by the Disclosing Party in the Updated Disclosure Schedule and (ii) the failure of the Disclosing Party to disclose such information prior to the delivery of the Updated Disclosure Schedule by the Disclosing Party was intentional, the Disclosing Party shall be required to pay the other party a Termination Fee in accordance with Section 8.3(b‎8.3(b) or Section 8.3(c‎8.3(c), as applicable, and such remedy or payment shall not limit any other remedies available to such other party under this Agreement or at law (including the right to claim a termination fee under Section 8.3(b)(ii‎8.3(b)(ii) or Section 8.3(c)(ii‎8.3(c)(ii), as applicable, with respect to such inaccuracies whether or not the inaccuracies were intentional).