Common use of Supplements to Disclosure Letters Clause in Contracts

Supplements to Disclosure Letters. Sellers may, from time to time prior to the Closing by written notice to Purchaser, supplement the Sellers Disclosure Letter or the Companies Disclosure Letter or add a schedule or section to the Sellers Disclosure Letter or the Companies Disclosure Letter with a corresponding reference to be added in this Agreement (such added schedule to be deemed a supplement hereunder) to disclose any matter which, if occurring prior to the date hereof, would have been required to be set forth or described on the Sellers Disclosure Letter or the Companies Disclosure Letter or to correct any inaccuracy or breach in the representations and warranties made by Sellers in this Agreement. Subject to this Section 5.11, none of such supplements to the Sellers Disclosure Letter or the Companies Disclosure Letter shall be deemed to cure any breach or breaches of the representations and warranties to which such matters relate with respect to satisfaction of the conditions set forth in Section 6.2(b) or otherwise affect any other term or condition contained in this Agreement; provided, however, that unless Purchaser shall have delivered a Breach Notice contemplated by Section 7.1(e) (to the extent Purchaser is entitled to deliver such Breach Notice pursuant to the terms of this Agreement) within ten (10) Business Days of the receipt by Purchaser of any supplement to the Sellers Disclosure Letter or the Companies Disclosure Letter pursuant to this Section 5.11, then Purchaser shall have waived any and all rights to terminate this Agreement, pursuant to Section 7.1(e) or otherwise, arising out of or relating to the contents of such supplement and the resulting breach or breaches of the representations and warranties and Purchaser shall be deemed to have accepted the contents of such supplement for all purposes of this Agreement; provided, further, that, from and after the Closing, Sellers shall have no liability pursuant to this Agreement or for any matters arising out of or relating to any of the matters disclosed on the Sellers Disclosure Letter or the Companies Disclosure Letter, as supplemented or amended by Sellers, prior to the Closing.

Supplements to Disclosure Letters. Sellers may, from time shall update the Sellers' Disclosure Letter and all schedules and exhibits thereto to time include all information relevant to the disclosures therein which relates to events which have occurred after the date hereof and until the close of business on the day prior to the Closing by written notice Date and to Purchaser, supplement amend or modify the Sellers disclosures made therein. Buyer shall likewise update the Buyer's Disclosure Letter or and all schedules and exhibits thereto. Each of Sellers' Supplemental Disclosure Letters and Buyer's Supplemental Disclosure Letters shall contain accurate, true, correct and complete information and data. During the Companies thirty (30) day period following delivery of Sellers' Supplemental Disclosure Letter or add a schedule or section to Letter, Buyer and Sellers' Representative will endeavor in good faith, consistent with the Sellers Disclosure Letter or the Companies Disclosure Letter with a corresponding reference to be added in this Agreement (such added schedule to be deemed a supplement hereunder) to disclose any matter which, if occurring prior to the date hereof, would have been required to be intent set forth or described on the Sellers Disclosure Letter or the Companies Disclosure Letter or below, to correct any inaccuracy or breach agree upon which matter(s) disclosed in the representations and warranties made by Sellers in this Agreement. Subject to this Section 5.11, none of such supplements to the Sellers Disclosure Letter or the Companies Sellers' Supplemental Disclosure Letter shall be deemed included on Schedule 9.1(d). If the parties are unable to cure any breach agree, either Buyer or breaches Sellers' Representative may terminate this Agreement in accordance with Section 10.1(f) for a period of ten (10) days after the representations and warranties to which such matters relate with respect to satisfaction expiration of the conditions set forth in Section 6.2(bthis thirty (30) or otherwise affect any other term or condition contained in this Agreementday period; provided, however, that unless Purchaser the receiving party shall have delivered a Breach Notice contemplated by Section 7.1(ean additional reasonable period of time (not to exceed five (5) (business days after receipt of the additionally requested information) to evaluate the offered Supplemental Disclosure Letter to the extent Purchaser that the receiving party has timely requested and is entitled awaiting further information from the disclosing party with respect to deliver such Breach Notice pursuant an item set forth on the offered Supplemental Disclosure Letter. It is the intent of the parties that Schedule 9.1(d) will list those matters (whether representing absolute or contingent liabilities) involving or otherwise related to the terms of this Agreement) within ten (10) Business Days Business, any Company or any Dealership that have been identified on Seller's Disclosure Letters for which Buyer determines it will not assume responsibility as part of the receipt by Purchaser Contemplated Transactions. It is further contemplated that the matters listed on Schedule 9.1(d) will not include the following: (a) trade or other liabilities of any supplement to the Sellers Disclosure Letter Business incurred in the ordinary course of business (including obligations under real and personal property leases or the Companies Disclosure Letter pursuant to this Section 5.11, then Purchaser shall have waived any Contracts) for which an accrual on the Financial Statements in accordance with GAAP has been made (but liabilities and all rights to terminate this Agreement, pursuant to Section 7.1(e) or otherwise, arising out of or relating to the contents obligations in excess of such supplement and the resulting breach or breaches accrual will be part of the representations and warranties and Purchaser shall be deemed to have accepted the contents of such supplement for all purposes of this Agreementthat Schedule); provided, furtherhowever, that, from and after accruals shall only be required to the Closing, Sellers shall have no extent that such liability pursuant relates to this Agreement or for any matters arising out of or relating to any of the matters disclosed on the Sellers Disclosure Letter or the Companies Disclosure Letter, as supplemented or amended by Sellers, period prior to the ClosingClosing Date, (b) liabilities or obligations related to a Known Environmental Condition or Known Engineering Condition, and (c) liabilities or obligations with respect to litigation matters or other claims for which there is full and adequate insurance coverage (liabilities or obligations eventually not covered by such insurance or in excess of such insurance and deductible amounts for any such claims will be part of that Schedule).

Supplements to Disclosure Letters. Sellers may, from From time to time prior up to the Closing by written notice to PurchaserDate, supplement the Sellers Disclosure Letter and Purchaser will promptly supplement or the Companies Disclosure Letter or add a schedule or section amend their respective disclosure letters which they have delivered pursuant to the Sellers Disclosure Letter or the Companies Disclosure Letter with a corresponding reference to be added in this Agreement (such added schedule with respect to be deemed a supplement hereunder) to disclose any matter hereafter arising which, if existing or occurring prior to at the date hereofof this Agreement, would have been required to be set forth or described on the Sellers Disclosure Letter in any such disclosure letter or the Companies Disclosure Letter or which is necessary to correct any inaccuracy information in any such disclosure letter which has been rendered inaccurate thereby. No supplement or breach in amendment to any such disclosure letter shall have any effect for the representations and warranties made by Sellers in this Agreement. Subject to this Section 5.11, none purpose of such supplements to the Sellers Disclosure Letter or the Companies Disclosure Letter shall be deemed to cure any breach or breaches of the representations and warranties to which such matters relate with respect to determining satisfaction of the conditions set forth in Section 6.2(b) Sections 6.2 or otherwise affect any other term or condition contained in this Agreement; provided, however, that unless Purchaser shall have delivered a Breach Notice contemplated by Section 7.1(e) (to the extent Purchaser is entitled to deliver such Breach Notice pursuant to the terms 6.3 of this Agreement) within ten (10) Business Days of the receipt Agreement unless such supplement or amendment is accepted by Purchaser in its absolute and sole discretion in the case of any supplement or amendment to the Sellers Disclosure Letter, and by Sellers in their absolute and sole discretion in the case of any supplement or amendment to the Purchaser Disclosure Letter or unless the Companies Disclosure Letter pursuant failure to this Section 5.11disclose any information set forth in any such supplement or amendment would not have resulted in a breach of a representation or warranty made by the Sellers and the Shareholders under Article 3, then Purchaser shall have waived in the case of any and all rights to terminate this Agreement, pursuant to Section 7.1(e) supplement or otherwise, arising out of or relating amendment to the contents Sellers Disclosure Letter, or of such a representation or warranty made by Purchaser in Article 4, in the case of any supplement or amendment to the Purchaser Disclosure Letter. To the extent that the transactions contemplated hereby are consummated, the warranties and representations of the Sellers and the resulting breach or breaches of the representations and warranties and Purchaser Shareholders made in Article 3 shall be deemed to have accepted amended and supplemented by all information set forth in each disclosure supplement or amendment delivered by the contents Sellers and the warranties and representations made by Purchaser in Article 4 shall be deemed amended and supplemented by all information set forth in each disclosure supplement delivered by Purchaser, in each case as if amended on the date of such supplement for all purposes execution of this Agreement; provided, further, that, from and after the Closing, Sellers shall have no liability pursuant to this Agreement or for any matters arising out of or relating to any of the matters disclosed on the Sellers Disclosure Letter or the Companies Disclosure Letter, as supplemented or amended by Sellers, prior to the Closing.