Common use of Supplements to Disclosure Schedules Clause in Contracts

Supplements to Disclosure Schedules. (a) From time to time prior to the Closing, Thermo shall have the right (but not the obligation) to supplement or amend the Company Disclosure Schedules with respect to any matter hereafter arising or of which Thermo becomes aware after the date hereof (each, a “Company Schedule Supplement”). Any disclosure in a Company 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 indemnification or termination rights contained in this Agreement or determining whether or not the conditions set forth in Article 7 have been satisfied; provided, however, that if Parent has the right to, but does not elect to, terminate this Agreement within five Business Days of its receipt of such Company Schedule Supplement, then Parent shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter. (b) From time to time prior to the Closing, Parent shall have the right (but not the obligation) to supplement or amend the Parent Disclosure Schedules with respect to any matter hereafter arising or of which Parent becomes aware after the date hereof (each, a “Parent Schedule Supplement”). Any disclosure in a Parent 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 indemnification or termination rights contained in this Agreement or determining whether or not the conditions set forth in Article 7 have been satisfied; provided, however, that if Thermo has the right to, but does not elect to, terminate this Agreement within five Business Days of its receipt of such Parent Schedule Supplement, then Thermo shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter.

Supplements to Disclosure Schedules. (a) From Seller and Purchaser each may, from time to time prior to the ClosingClosing by written notice to the other Party, Thermo shall have the right supplement its respective Disclosure Schedule or add a schedule to its respective Disclosure Schedule (but not the obligationsuch added schedule to be deemed a supplement hereunder) in order to supplement or amend the Company Disclosure Schedules with respect to disclose any matter hereafter arising which, if occurring prior to the Effective Date, would have been required to be set forth or of which Thermo becomes aware after the date hereof (each, a “Company described in its Disclosure Schedule Supplement”). Any disclosure in a Company Schedule Supplement shall not be deemed or to have cured correct any inaccuracy in or breach of any representation in the representations and warranties made by Seller or warranty contained Purchaser in this Agreement, including for purposes as applicable. Subject to this Section 5.12, none of such supplements to a Disclosure Schedule will be deemed to cure the indemnification or termination rights contained in this Agreement or determining whether or not representations and warranties to which such matters relate with respect to satisfaction of the conditions set forth in Article 7 Section 6.1(a) or Section 6.2(a) or any other claim, as applicable, or otherwise affect any other term or condition contained in this Agreement; provided that unless a Party will have been satisfieddelivered a notice of termination with respect to such matter as contemplated by Section 7.1(d) or Section 7.1(e), as applicable, within 10 Business Days after the receipt by such Party of any supplement to the Disclosure Schedule of the other Party pursuant to this Section 5.12, then such Party will have waived any and all rights to terminate this Agreement pursuant to Section 7.1(d) or Section 7.1(e), as applicable. Notwithstanding anything in this Section 5.12 to the contrary, prior to the Closing Date, Seller shall update Section 5.10 of the Seller Disclosure Schedule, subject to, and in accordance with Section 5.10, and shall also update Section 1.1(vv)(ii) of the Seller Disclosure Schedule to account for Contracts that were entered into or that have terminated in accordance with their terms after the Effective Date and prior to the Closing Date, and such Contracts will be deemed to be (or cease to be, as applicable) Purchased Assets, as the case may be; provided, however, that if Parent has the right to, but does any Contract that is not elect to, terminate this Agreement within five Business Days of its receipt of such Company Schedule Supplement, then Parent shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter. (b) From time to time prior to the Closing, Parent shall have the right (but not the obligation) to supplement or amend the Parent Disclosure Schedules with respect to any matter hereafter arising or of which Parent becomes aware after the date hereof (each, a “Parent Schedule Supplement”). Any disclosure in a Parent Schedule Supplement Drilling Contract shall not be deemed added to have cured Section 1.1(vv)(ii) of the Seller Disclosure Schedule and shall not become part of the Purchased Assets without the prior written approval 434397/HOUDMS of Purchaser. If any inaccuracy in updates to Section 1.1(vv)(ii) of the Seller Disclosure Schedule relate to or breach affect any Drilling Contract, the Parties will agree to the necessary revisions to Section 1.1(f) and Section 1.1(u) of the Seller Disclosure Schedule to reflect such updates, on the basis that the overall amount of Backlog shall not be reduced, but that payments which are no longer due to be made because of the early termination of any representation or warranty contained Drilling Contract that was in this Agreement, including force on the Effective Date can be compensated for purposes of by payments due to be made under Drilling Contracts entered into after the indemnification or termination rights contained Effective Date and in this Agreement or determining whether or not force on the conditions set forth in Article 7 have been satisfied; provided, however, that if Thermo has the right to, but does not elect to, terminate this Agreement within five Business Days of its receipt of such Parent Schedule Supplement, then Thermo shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matterClosing Date.

Supplements to Disclosure Schedules. It is understood and agreed that, with respect to the representations and warranties of Seller contained in Article III hereof, Seller shall have the continuing obligation until the Closing Date to supplement, modify or amend promptly the schedules set forth in this Agreement (acollectively, the "Schedules") From time with respect to: (i) any matter occurring after the date hereof that, if existing or occurring on or before the date of this Agreement, would have been required to be set forth or described in the Schedules ("Seller New Matters"), and (ii) other matters which are not Seller New Matters but should have been set forth or described in the Schedules as of the date hereof ("Seller Other Matters"). The disclosure provided by Seller in any such amended, supplemented or revised Schedule shall in no way affect or be deemed to limit Purchaser's right and option, exercisable at any time prior to the Closing, Thermo shall have the right (but not the obligation) to supplement or amend the Company Disclosure Schedules with respect provide written notice to any matter hereafter arising or of which Thermo becomes aware after the date hereof (each, a “Company Schedule Supplement”). Any disclosure in a Company 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 indemnification or termination rights contained in this Agreement or determining whether or not the conditions set forth in Article 7 have been satisfied; provided, however, Seller that if Parent Purchaser has the right to, but does not elect to, terminate this Agreement within five Business Days of its receipt of such Company Schedule Supplement, then Parent shall be deemed to have irrevocably waived any right elected to terminate this Agreement with respect to such matter. (b) From time to time prior and the Acquisition if, in the exercise of Purchaser's commercially reasonable good faith judgment, items added to the ClosingSchedules that were not included in the Schedules in the form attached to this Agreement at the time of execution, Parent shall have disclose that matters exist which may have, individually or in the right (but not the obligation) to supplement or amend the Parent Disclosure Schedules with respect to any matter hereafter arising or of which Parent becomes aware after the date hereof (eachaggregate, a “Parent Schedule Supplement”)Material Adverse Effect. Any disclosure in a Parent 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 indemnification or termination rights contained in this Agreement or determining whether or not the conditions set forth in Article 7 have been satisfied; provided, however, that if Thermo has the right to, but If Purchaser does not elect to, terminate this Agreement within five Business Days of its receipt of such Parent Schedule Supplement, then Thermo shall be deemed to have irrevocably waived any right to terminate this Agreement with respect as provided above, this Agreement shall remain in full force and effect subject to the express provisions hereof. Any such matter.supplement, modification or amendment (i) that reflects a Seller New Matter shall qualify Seller's representations and warranties for all purposes of this Agreement and (ii) that reflects one or more Seller Other Matters shall not qualify any of Seller's representations and warranties for any purpose under this Agreement, and shall be provided solely for informational purposes. On or before the Closing Date, Seller will prepare and deliver to Purchaser a copy of the Schedules revised to reflect any supplement, modification or amendment required pursuant to this Section 5.8. Seller shall use commercially reasonable efforts to deliver any such supplemented, modified or amended Schedules to Purchaser at least three (3) Business Days before the Closing Date. 5.9

Supplements to Disclosure Schedules. Each party hereto shall promptly (aafter obtaining knowledge thereof) From time to time prior to inform the Closing, Thermo shall have other party in writing of (i) any known variances from the right (but not representations and warranties made by such party in this Agreement which arise as a result of the obligation) to supplement or amend the Company Disclosure Schedules with respect to any matter hereafter arising or occurrence of which Thermo becomes aware after events between the date hereof and the Closing Date, and as a result of which if such representations and warranties were restated on the Closing Date, such representations and warranties would not be true and correct in any material respect, and (eachii) any breach of any representation, a “Company Schedule Supplement”). Any warranty or covenant hereunder by such party; provided, however, that for purposes of determining the rights and obligations of the parties under this Agreement, any such supplemental or amended disclosure in a Company Schedule Supplement shall not be deemed to have cured been disclosed as of the date hereof, to constitute a part of, or an amendment or supplement to, such party's Schedules, or to cure any breach or inaccuracy in or breach of any a representation or warranty contained warranty, unless so agreed to in this Agreementwriting by the other party; and provided, including for purposes further, that such supplemental or amended disclosures by such party shall not entitle the other party to refuse to consummate the transactions contemplated hereby unless such supplemental or amended disclosures, individually or in the aggregate, disclose a failure to satisfy the conditions to Closing specified in Section 7.2(a) or 7.3(a), as applicable. Without limiting the generality of the indemnification or termination rights contained in this Agreement or determining whether or not the conditions set forth in Article 7 have been satisfied; providedforegoing provision, however, that if Parent has the right to, but does not elect to, terminate this Agreement within five Business Days of its receipt of such Company Schedule Supplement, then Parent shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter. (b) From time to time prior to the Closing, Parent Seller promptly shall have the right (but not the obligation) to supplement notify Buyer in writing of all material developments affecting assets, liabilities, financial condition, operations, results of operations, customer or amend the Parent Disclosure Schedules with respect to any matter hereafter arising supplier relations, employee relations, or of which Parent becomes aware after the date hereof (each, a “Parent Schedule Supplement”). Any disclosure in a Parent 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 future prospects of the indemnification or termination rights contained in this Agreement or determining whether or not the conditions set forth in Article 7 have been satisfied; provided, however, that if Thermo has the right to, but does not elect to, terminate this Agreement within five Business Days of its receipt of such Parent Schedule Supplement, then Thermo shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matterBusiness.