Supplements and Updates to Representations and Warranties and Related Disclosure Schedule. Upon notice pursuant to Section 10.03, Purchaser shall deliver to Seller any supplemental information updating or amending the information set forth in the representations and warranties set forth in Article V of this Agreement (each a "Purchaser Schedule Supplement") so that such representations and warranties as supplemented by such information will be true and correct as of the Closing Date as if then made on such date, and each such Purchaser Schedule Supplement shall be deemed to be incorporated into and to supplement and amend the Disclosure Schedules as of the Closing Date; provided that no information added to or deleted from the representations and warranties of Purchaser and the updated Disclosure Schedules after the Effective Date shall impair Seller's right to assert failure of a condition precedent to Seller's obligations to consummate the transactions contemplated by this Agreement and/or a claim for a breach of the Purchaser's representations and warranties made on the Effective Date, and any Damages accruing to Seller shall be paid as provided in the indemnification provisions of this Agreement. At least ten (10) Business Days prior to the Closing Date, Purchaser shall advise Seller of any facts which would constitute a breach of a representation or warranty as of the date made or a default in a covenant contained herein. To the extent Seller fails to exercise its right to assert failure of a condition precedent to consummation of the transaction after Purchaser's disclosure of these facts and the Parties consummate the Closing, Seller shall be deemed to have waived its right to make a Claim based upon the facts as disclosed by Purchaser. The previous sentence, however, shall not apply to a breach or alleged breach of a representation or warranty contained in Section 5.01 or Section 5.02.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement
