Common use of Supplements to Disclosure Schedules Clause in Contracts

Supplements to Disclosure Schedules. The Seller shall promptly, from time to time prior to the Closing by written notice to the Purchaser, supplement the Seller Disclosure Schedule or add a schedule to the Seller Disclosure Schedule (such added schedule to be deemed a supplement hereunder) in order to disclose any matter which, if occurring prior to the date of this Agreement, would have been required to be set forth or described in the Seller Disclosure Schedule or to correct any inaccuracy or breach in the representations and warranties made by the Seller in this Agreement. Subject to this Section 5.6, none of such supplements to the Seller Disclosure Schedule will be deemed to cure the representations and warranties to which such matters relate with respect to satisfaction of the conditions set forth in Section 6.1(a) or otherwise affect any other term or condition contained in this Agreement; provided, however, that unless the Purchaser will have delivered a notice of termination with respect to such matter as contemplated by Section 7.1(b) (to the extent the Purchaser is entitled to deliver such notice pursuant to Section 7.1(b)) within fifteen (15) Business Days of the receipt by the Purchaser of any supplement to the Seller Disclosure Schedule pursuant to this Section 5.6, then the Purchaser will have waived any and all rights to terminate this Agreement pursuant to Section 7.1(b) 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 the Purchaser will be deemed to have accepted the contents of such supplement for all purposes of this Agreement.

Supplements to Disclosure Schedules. The Seller shall promptly, from time to time until the date that is the earlier of five (5) Business Days prior to the Phase II Closing and the Abandonment Date, by written notice to the Purchaser, supplement the Seller Disclosure Schedule or add a schedule to the Seller Disclosure Schedule (such added schedule to be deemed a supplement hereunder) that relates to the representations and warranties in Article 3 in order to disclose any matter first arising after the date hereof which, if occurring prior to the date of this Agreement, would have been required to be set forth or described in the Seller Disclosure Schedule or to correct any inaccuracy or breach in the representations and warranties made by the Seller in this Agreement. Subject to this Section 5.65.4, none of such supplements to the Seller Disclosure Schedule will be deemed to cure the representations and warranties to which such matters relate relate, including with respect to satisfaction of the conditions set forth in Section 6.1(a6.1(a)(i) or Section 6.1(b)(i) or the indemnification obligations set forth in Articles 8 and 9, or 53 otherwise affect any other term or condition contained in this Agreement; provided, however, that unless the Purchaser will have delivered a notice of termination with respect to such matter as contemplated by Section 7.1(b) (that, to the extent the Purchaser is entitled to deliver parties agree in writing that any such notice pursuant to Section 7.1(b)) within fifteen (15) Business Days of the receipt by the Purchaser of any supplement to the Seller Disclosure Schedule pursuant that relates to this Section 5.6a matter first arising after the date hereof and prior to the Phase I Closing results in a Material Adverse Effect and the Phase I Closing shall occur and the related transactions contemplated hereby are consummated following such supplement, then the Purchaser will have waived any and all rights to terminate this Agreement pursuant to Section 7.1(b) 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 the Purchaser Indemnified Parties will be deemed to have accepted the contents of waived all rights under Section 8.1 solely with respect to such supplement for all purposes of this Agreementsupplement.

Supplements to Disclosure Schedules. The Seller shall promptlySellers may, from time to time prior to the Closing by written notice to the Purchaser, supplement the Seller Disclosure Schedule or add a schedule to the Seller Disclosure Schedule (such added schedule to be deemed a supplement hereunder) in order to disclose any matter which, if occurring prior to the date of this Agreement, would have been required to be set forth or described in the Seller Disclosure Schedule or to correct any inaccuracy or breach in the representations and warranties made by the Seller Sellers in this Agreement. Subject to this Section 5.65.4, none of such supplements to the Seller Disclosure Schedule will be deemed to cure the representations and warranties to which such matters relate with respect to satisfaction of the conditions set forth in Section 6.1(a) or otherwise affect any other term or condition contained in this Agreement; provided, however, that unless the Purchaser will have delivered a notice of termination with respect to such matter as contemplated by Section 7.1(b) (to the extent the Purchaser is entitled to deliver such notice pursuant to Section 7.1(b)) within fifteen (15) Business Days of the receipt by the Purchaser of any supplement to the Seller Disclosure Schedule pursuant to this Section 5.65.4, then the Purchaser will be deemed to have waived any and all rights to terminate this Agreement pursuant to Section 7.1(b) 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 warranties; provided, however, that no other rights of the Purchaser or the Purchaser Indemnified Parties hereunder, including the right to indemnification provided in the Indemnification Articles below, will be deemed to have accepted be waived, limited or impaired by the contents delivery and/or acceptance of such any supplement for all purposes of this Agreementto the Seller Disclosure Schedule.

Supplements to Disclosure Schedules. The Seller shall promptly, from From time to time prior to the Closing by written notice Closing, Sellers will have the right (but not the obligation) to supplement or amend the Purchaser, supplement the Seller Disclosure Schedule or add a schedule Schedules hereto with respect to the Seller Disclosure Schedule (such added schedule to be deemed a supplement hereunder) in order to disclose any matter whicharising after the date hereof that, if occurring prior to existing on the date of this Agreement, would have been required to be set forth or described in the Seller Disclosure Schedules (a “Schedule or to correct any inaccuracy or breach in Supplement”). In the representations and warranties made by the Seller in this Agreement. Subject event that Sellers provide a Schedule Supplement pursuant to this Section 5.6, none 5.9 and concurrently with the delivery of such supplements Schedule Supplement, Sellers acknowledge in writing that Buyer has the right to terminate this Agreement pursuant to Section 6.2 (a) as a result of the Seller Disclosure disclosure set forth in such Schedule will Supplement, then unless Buyer terminates this Agreement within five (5) days of receipt of such Schedule Supplement, Buyer shall be deemed to cure the representations and warranties have irrevocably waived any right to which such matters relate terminate this Agreement with respect to satisfaction such matter under any of the conditions set forth in Section 6.1(a6.2(a) or otherwise affect any other term or condition contained in and further, such Schedule Supplement shall be deemed to be incorporated into and to supplement and amend the Schedules as of the Closing Date, the Schedule Supplement shall not constitute a breach of this Agreement; providedAgreement by Sellers and all representations and warranties made herein shall be deemed to have been made with respect to the Schedules as so modified and supplemented, however, that unless the Purchaser will and Buyer shall have delivered a notice of termination irrevocably waived its right to indemnification under Section 8.2(a) with respect to such matter set forth in such Schedule Supplement. For the avoidance of doubt, no Schedule Supplement shall contain any matter that existed as contemplated by Section 7.1(b) (to the extent the Purchaser is entitled to deliver such notice pursuant to Section 7.1(b)) within fifteen (15) Business Days of the receipt by the Purchaser of any supplement to the Seller Disclosure Schedule pursuant to this Section 5.6, then the Purchaser will have waived any and all rights to terminate this Agreement pursuant to Section 7.1(b) 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 the Purchaser will be deemed to have accepted the contents of such supplement for all purposes date of this Agreement, whether or not known to the Company or the Sellers.

Supplements to Disclosure Schedules. The Seller shall promptly, from time to time prior Prior to the Closing by written notice to the PurchaserClosing, Seller may supplement the Seller Disclosure Schedule or add a schedule to the Seller Disclosure Schedule (such added schedule to be deemed a supplement hereunder) disclosure schedules referenced herein, by notice given in accordance with Section 12.1, in order to disclose any matter which, if occurring prior update the disclosures made thereunder or to the date of this Agreement, otherwise include information which would have been required to be set forth or described in the Seller Disclosure Schedule disclosure schedules or to correct any inaccuracy or breach in have been noted as an exception to the representations and warranties made by contained in Article III had it existed on the Seller in this Agreementdate hereof. Subject to this Section 5.6, none For purposes of such supplements to determining the Seller Disclosure Schedule will be deemed to cure accuracy of the representations and warranties of Seller contained in Article III, in order to which such matters relate with respect to satisfaction determine the fulfillment of the conditions set forth in Section 6.1(a) or otherwise affect 8.2(a), the disclosure schedules delivered by the Seller shall be deemed to include only that information contained therein on the date hereof and shall be deemed to exclude any other term or condition information contained in this Agreementany subsequent supplement or amendment thereto; provided, however, that unless if the Purchaser will have delivered a notice of termination with respect to such matter Closing occurs, then the disclosure schedules as contemplated by Section 7.1(b) (to the extent the Purchaser is entitled to deliver such notice pursuant to Section 7.1(b)) within fifteen (15) Business Days of the receipt by the Purchaser of any supplement to the Seller Disclosure Schedule supplemented pursuant to this Section 5.6, then the Purchaser will have waived any and all rights section shall be deemed to terminate this Agreement pursuant to Section 7.1(b) or otherwise arising out of or relating to the contents of such supplement and the resulting breach or breaches of modify the representations and warranties contained in Article III for purposes of determining whether an indemnification obligation exists under Section 10.1 and the Purchaser will shall be deemed to have accepted constitute a waiver of the contents of right to indemnification under such section for the matters disclosed in any such supplement for all purposes of this Agreementor amendment.

Supplements to Disclosure Schedules. The Seller shall promptlymay, from time to time prior to the Closing by written notice to the Purchaser, supplement the Seller Disclosure Schedule or add a schedule to the Seller Disclosure Schedule (such added schedule to be deemed a supplement hereunder) in order to disclose any matter which, if occurring prior to the date of this Agreement, would have been required to be set forth or described in the Seller Disclosure Schedule or to correct any inaccuracy or breach in the representations and warranties made by Seller Representations. Each such supplement shall include reasonable supporting information, to the extent reasonably available to the Seller in this Agreementor the Acquired Companies. Subject to this Section 5.65.4, and except as set forth in Section 7.1(f), none of such supplements to the Seller Disclosure Schedule will be deemed to cure the representations and warranties Seller Representations to which such matters relate with respect to satisfaction of the conditions set forth in Section 6.1(a) or otherwise affect any other term or condition contained in this Agreement; provided, however, that unless the Purchaser will have delivered delivers a notice of termination with respect to such matter as contemplated by Section 7.1(b) (to the extent the Purchaser is entitled to deliver such notice pursuant to Sections 7.1(b) and 7.1(f), based on a determination that the matters referenced in such supplement, when combined with any other breaches of Seller’s representations, warranties or covenants contained in this Agreement, including any disclosed in any other supplements previously delivered to the Purchaser pursuant to the provisions of this Section 5.4, entitle the Purchaser to deliver a termination notice pursuant to Section 7.1(b) in a manner permitted by Section 7.1(f)) within fifteen (15) 10 Business Days of the receipt by the Purchaser of any supplement to the Seller Disclosure Schedule pursuant to this Section 5.65.4, then the Purchaser will have waived any and all rights to terminate this Agreement pursuant to Section 7.1(b) or otherwise arising out of or relating to the contents Purchaser’s receipt of such supplement and the resulting breach or breaches supplement; provided, however, that except as set forth in Section 7.1(f), no other rights of the representations and warranties and Purchaser or the Purchaser Indemnified Parties hereunder, including the right to indemnification provided in Article 8 and Article 9 below, will be deemed to have accepted be waived, limited or impaired by the contents delivery and/or acceptance of such any supplement for all purposes of this Agreementto the Seller Disclosure Schedule.

Supplements to Disclosure Schedules. The Seller shall promptly, from time to time until the date that is the earlier of five (5) Business Days prior to the Phase II Closing and the Abandonment Date, by written notice to the Purchaser, supplement the Seller Disclosure Schedule or add a schedule to the Seller Disclosure Schedule (such added schedule to be deemed a supplement hereunder) that relates to the representations and warranties in Article 3 in order to disclose any matter first arising after the date hereof which, if occurring prior to the date of this Agreement, would have been required to be set forth or described in the Seller Disclosure Schedule or to correct any inaccuracy or breach in the representations and warranties made by the Seller in this Agreement. Subject to this Section 5.65.4, none of such supplements to the Seller Disclosure Schedule will be deemed to cure the representations and warranties to which such matters relate relate, including with respect to satisfaction of the conditions set forth in Section 6.1(a6.1(a)(i) or Section 6.1(b)(i) or the indemnification obligations set forth in Articles 8 and 9, or otherwise affect any other term or condition contained in this Agreement; provided, however, that unless the Purchaser will have delivered a notice of termination with respect to such matter as contemplated by Section 7.1(b) (that, to the extent the Purchaser is entitled to deliver parties agree in writing that any such notice pursuant to Section 7.1(b)) within fifteen (15) Business Days of the receipt by the Purchaser of any supplement to the Seller Disclosure Schedule pursuant that relates to this Section 5.6a matter first arising after the date hereof and prior to the Phase I Closing results in a Material Adverse Effect and the Phase I Closing shall occur and the related transactions contemplated hereby are consummated following such supplement, then the Purchaser will have waived any and all rights to terminate this Agreement pursuant to Section 7.1(b) 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 the Purchaser Indemnified Parties will be deemed to have accepted the contents of waived all rights under Section 8.1 solely with respect to such supplement for all purposes of this Agreementsupplement.