Common use of Supplement to Disclosure Schedules Clause in Contracts

Supplement to Disclosure Schedules. Prior to the Closing, Seller shall supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof promptly after it obtains awareness thereof (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 for purposes of determining whether or not the conditions set forth in Section 6.02 have been satisfied; provided, however, that if the disclosure made in such Schedule Supplement gives Buyer the right to terminate this Agreement pursuant to Section 9.01(b) and Seller irrevocably states in such Schedule Supplement that the supplement or amendment contained therein gives Buyer the unilateral right to terminate this Agreement and Buyer does not elect to terminate this Agreement within ten Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 with respect to such matter.

Supplement to Disclosure Schedules. Prior From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising after the Effective Date or of which it Seller first becomes aware after the date hereof promptly after it obtains awareness thereof Effective Date (each a “Schedule Supplement”). Any disclosure Anything disclosed in any such a Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 7.02(b) have been satisfied; provided, however, that if Buyer does not terminate this Agreement and nevertheless closes the disclosure made transactions contemplated by this Agreement in accordance with Section 9.01 after receipt of a Schedule Supplement, the Disclosure Schedules shall be deemed to have been amended as set forth in such Schedule Supplement gives Buyer the right to terminate this Agreement pursuant to Section 9.01(b) and Seller irrevocably states in such Schedule Supplement that the supplement or amendment contained therein gives Buyer the unilateral right to terminate this Agreement and Buyer does not elect to terminate this Agreement within ten Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 with respect to 10.02 based upon any breach or inaccuracy in a representation or warranty that is cured by such matterSchedule Supplement.

Supplement to Disclosure Schedules. Prior From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof promptly after it obtains awareness thereof (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 Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 7.02 have been satisfied; provided, however, that if the disclosure made in such Schedule Supplement gives relates to an event or occurrence that occurs after the date hereof and before the Closing, and Buyer has the right to terminate this Agreement pursuant to Section 9.01(b) and Seller irrevocably states in such Schedule Supplement that the supplement or amendment contained therein gives Buyer the unilateral right to terminate this Agreement and Buyer to, but does not elect to to, terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 8.02 with respect to such matter.

Supplement to Disclosure Schedules. Prior From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter first arising or of which it becomes aware after the date hereof promptly after it obtains awareness thereof hereof, which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules (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 Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 8.2 have been satisfied; provided, however, that if the disclosure made in such Schedule Supplement gives Buyer has the right to terminate this Agreement pursuant to Section 9.01(b) and Seller irrevocably states as a result of any Schedule Supplement, or all Schedule Supplements in such Schedule Supplement that the supplement or amendment contained therein gives Buyer the unilateral right to aggregate, to, but does not elect to, terminate this Agreement and Buyer does not elect to terminate this Agreement within ten Business Days of its receipt of such Schedule Supplementthe Closing occurs, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 9.1 with respect to the matters disclosed in such matterSchedule Supplements.