Common use of Update Disclosure; Breaches Clause in Contracts

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, each party shall promptly notify the other party hereto by written update of (i) the occurrence or non-occurrence of any event which would, or would be likely to, cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of the Company, Acquiror or Acquiror Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied. In addition, the Company and the Shareholders shall notify Acquiror in writing of (i) such additional information with respect to any matters or events discovered subsequent to the date hereof and prior to the Effective Time, which if existing and known on the date hereof would have rendered any representation or warranty made by the other party, or any information contained in any Exhibit hereto, then inaccurate or incomplete and (ii) any development after the date hereof and prior to the Effective Time causing a breach of any representation or warranty in Article IV or V above. No update or additional information provided pursuant to this Section 8.02 shall affect any claim or right of any party hereto with respect to a breach of any provision of this Agreement; provided, however, that if the Company or the Shareholders notify Acquiror in writing of any event occurring after the date hereof and prior to the Effective Time which would cause a breach of any warranty contained in Article IV or V above, and Acquiror proceeds with the Closing of the transactions contemplated hereby, none of the Company or any Shareholder shall have any liability whatsoever for such breach so long as such representation or warranty was true and correct as of the date hereof.

Update Disclosure; Breaches. (a) From and after the date of this Agreement until the Effective Time, each party hereto promptly shall promptly notify the other party hereto by written update to its Disclosure Schedule of (i) the occurrence occurrence, or non-occurrence occurrence, of any event which wouldthat, individually or in the aggregate, would reasonably be likely to, expected to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement Transactions not to be satisfied, (ii) any Action commenced or, to any party’s knowledge, threatened against, such party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such party or any of its Subsidiaries or Affiliates, in each case in connection with, arising from or otherwise relating to the Transactions, or (iiiii) the failure of the Company, Acquiror or Acquiror Sub, as the case may be, such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which which, individually or in the aggregate, would reasonably be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement Transactions not to be satisfied. In addition; provided, however, that the Company and the Shareholders delivery of any notice pursuant to this Section 6.08 shall notify Acquiror in writing of (i) such additional information with respect to not cure any matters or events discovered subsequent to the date hereof and prior to the Effective Time, which if existing and known on the date hereof would have rendered any representation or warranty made by the other party, or any information contained in any Exhibit hereto, then inaccurate or incomplete and (ii) any development after the date hereof and prior to the Effective Time causing a breach of any representation or warranty in Article IV or V above. No update or additional information provided pursuant to this Section 8.02 shall affect any claim or right requiring disclosure of any party hereto with respect to a breach of any provision of this Agreement; provided, however, that if the Company or the Shareholders notify Acquiror in writing of any event occurring after the date hereof and such matter prior to the Effective Time date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice. The failure to deliver any such notice shall not affect any of the conditions set forth in Article VII. (b) Promptly following the closing pursuant to the MeadowWood Asset Purchase Agreement, but no later than ten (10) Business Days prior to the Closing Date, Pioneer shall deliver to Acadia and Merger Sub a supplement to the Pioneer Disclosure Schedule (the “MeadowWood Schedule Supplement”) containing any additions, revisions or modifications to the Pioneer Disclosure Schedule that are required as a result of Pioneer’s acquisition of the assets of MeadowWood Behavioral Health System pursuant to the MeadowWood Asset Purchase Agreement (it being understood and agreed that the MeadowWood Schedule Supplement will include all matters which would cause a breach of any warranty contained in Article IV or V above, and Acquiror proceeds with have been included on the Closing of Pioneer Disclosure Schedules if the transactions contemplated hereby, none of closing pursuant to the Company or any Shareholder MeadowWood Asset Purchase Agreement had been consummated prior to the date hereof). The MeadowWood Schedule Supplement shall have any liability whatsoever for such breach so long as such representation or warranty was true and correct automatically be deemed incorporated into the Pioneer Disclosure Schedule effective as of the date hereofof the closing pursuant to the MeadowWood Asset Purchase Agreement, and any reference herein to the “Pioneer Disclosure Schedule” shall be thereafter be deemed to refer to the Pioneer Disclosure Schedule as amended and revised by the MeadowWood Schedule Supplement, unless the additions, revisions and modifications set forth on the MeadowWood Schedule Supplement disclose events or circumstances that, together with any other events, circumstances and/or other matters would cause the condition in Section 7.02(a) to not be satisfied as of the date of delivery of the MeadowWood Schedule Supplement, in which case Acadia shall have ten (10) Business Days after Pioneer’s delivery of the MeadowWood Schedule Supplement to terminate this Agreement by delivery of written notice to Pioneer.

Update Disclosure; Breaches. From and after the date of this Merger Agreement until the Effective Time, each party hereto shall promptly notify the other party parties hereto by written update to the Company Disclosure Schedule or Acquiror Disclosure Schedule, as the case may be, of (ia) any representation or warranty made by it in connection with this Merger Agreement becoming untrue or inaccurate in any material respect, (b) the occurrence occurrence, or non-occurrence occurrence, of any event which wouldthe occurrence, or non-occurrence, of which would be likely to, to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Merger Agreement not to be satisfied, or (iic) the failure of the Company, Acquiror or Acquiror Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Merger Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Merger Agreement not to be satisfied. In addition; provided, however, -------- ------- that the Company and the Shareholders delivery of any notice pursuant to this Section 6.05 shall notify Acquiror in writing of (i) such additional information with respect to not cure any matters or events discovered subsequent to the date hereof and prior to the Effective Time, which if existing and known on the date hereof would have rendered any representation or warranty made by the other party, or any information contained in any Exhibit hereto, then inaccurate or incomplete and (ii) any development after the date hereof and prior to the Effective Time causing a breach of any representation or warranty in Article IV or V above. No update or additional information provided pursuant to this Section 8.02 shall affect any claim or right requiring disclosure of any party hereto with respect to a breach of any provision of this Agreement; provided, however, that if the Company or the Shareholders notify Acquiror in writing of any event occurring after the date hereof and such matter prior to the Effective Time which would cause a breach date of any warranty contained in Article IV this Merger Agreement or V above, otherwise limit or affect the rights and remedies available hereunder to the party receiving such notice. The Company shall deliver to Acquiror proceeds with the Closing an updated version of the transactions contemplated hereby, none Section 3.15 of the Company or any Shareholder shall have any liability whatsoever for such breach so long as such representation or warranty was true and correct Disclosure Schedule as of the Closing Date (other than events disclosed in Company SEC Documents filed prior to the Closing Date), solely to reflect events occurring between the date hereofof this Merger Agreement and the Closing Date, or shall have notified Acquiror that no changes to such Section of the Company Disclosure Schedule are required. Acquiror shall deliver to the Company an updated version of Section 4.18 of the Acquiror Disclosure Schedule as of the Closing Date (other than events disclosed in Acquiror SEC Documents filed prior to the Closing Date), solely to reflect events occurring between the date of this Merger Agreement and the Closing Date, or shall have notified the Company that no changes to such Section of the Acquiror Disclosure Schedule are required.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective TimeClosing, each party the Company shall promptly notify the other party hereto C&T by written update to the Company Disclosure Schedule (a) if any representation or warranty made by the Company in this Agreement was when made, or has subsequently become, untrue in any respect, (b) of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would, has caused or would may reasonably be likely to, expected to cause any condition to the obligations of any party hereto to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, satisfied or (iic) of the failure of the Company, Acquiror or Acquiror Sub, as the case may be, Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it them pursuant to this Agreement which would may reasonably be likely expected to result in any condition to the obligations of any party hereto to effect the Merger and the other transactions contemplated by this Agreement hereby not to be satisfied. In addition, the Company and the Shareholders The delivery of any notice pursuant to this Section 5.07 shall notify Acquiror in writing of (i) such additional information with respect to not cure any matters or events discovered subsequent to the date hereof and prior to the Effective Time, which if existing and known on the date hereof would have rendered any representation or warranty made by the other party, or any information contained in any Exhibit hereto, then inaccurate or incomplete and (ii) any development after the date hereof and prior to the Effective Time causing a breach of any representation or warranty in Article IV or V above. No update or additional information provided pursuant requiring disclosure of such matter prior to this Section 8.02 shall affect any claim or right of any party hereto with respect to a breach of any provision the date of this AgreementAgreement or otherwise limit or affect the rights of, or the remedies available to, C&T; provided, however, that if the Company or shall be entitled to update the Shareholders notify Acquiror in writing of any event occurring after Company Disclosure Schedule for Contracts required to be disclosed pursuant to Section 3.17 that are entered into between the date hereof and prior the Closing Date, to the Effective Time which would cause a breach extent such Contracts are entered into in accordance with Section 5.01, and the Company Disclosure Schedule shall be deemed to be amended by any such updates as of the Closing Date. Within thirty (30) days of the close of any warranty contained in Article IV or V abovemonth up to and including the Closing date, and Acquiror proceeds with as of the Closing of Date, the transactions contemplated herebyCompany shall prepare and submit to C&T a revised, none unaudited, consolidating balance sheet of the Company or any Shareholder shall have any liability whatsoever for such breach so long as such representation or warranty was true and correct as a revised, unaudited, consolidating statement of income and cash flows of the Company for the period from the close of the most recent fiscal year end to the date hereofthen ended which shall become, for purposes of this Agreement, the Latest Balance Sheet and (together with such Latest Balance Sheet) the Latest Financial Statement, respectively.

Update Disclosure; Breaches. (a) From and after the date of this Merger Agreement until the Effective Time, each party hereto shall promptly notify the other party parties hereto by written update to its Disclosure Schedule of (i) any representation or warranty made by it in connection with this Merger Agreement becoming untrue or inaccurate, (ii) the occurrence occurrence, or non-occurrence occurrence, of any event which wouldthe occurrence, or non-occurrence, of which would be likely to, to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Merger Agreement not to be satisfied, or (iiiii) the failure of the Company, Acquiror or Acquiror Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Merger Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Merger Agreement not to be satisfied. In addition; provided, however, -------- ------- that subject to Section 6.05(b), the Company and the Shareholders delivery of any notice pursuant to this Section 6.05(a) shall notify Acquiror in writing of (i) such additional information with respect to not cure any matters or events discovered subsequent to the date hereof and prior to the Effective Time, which if existing and known on the date hereof would have rendered any representation or warranty made by the other party, or any information contained in any Exhibit hereto, then inaccurate or incomplete and (ii) any development after the date hereof and prior to the Effective Time causing a breach of any representation or warranty in Article IV or V above. No update or additional information provided pursuant to this Section 8.02 shall affect any claim or right requiring disclosure of any party hereto with respect to a breach of any provision of this Agreement; provided, however, that if the Company or the Shareholders notify Acquiror in writing of any event occurring after the date hereof and such matter prior to the Effective Time which would cause a breach date of any warranty contained in Article IV this Merger Agreement or V aboveotherwise limit or affect the rights and remedies available hereunder to the party receiving such notice. (b) The Company shall be permitted to update, and Acquiror proceeds with correct or otherwise modify the Closing of the transactions contemplated hereby, none contents of the Company Disclosure Schedule up to ten (10) days prior to the Closing Date to reflect changes or any Shareholder shall have any liability whatsoever for such breach corrections so long as such representation the changes or warranty was true corrections do not disclose any information that would have a Company Material Adverse Effect. The representations and correct as warranties of the Company set forth in Article III shall be deemed to include, retroactively to the date hereof, any Company Disclosure Schedule updated or modified consistent with the requirements of this Section 6.05(b).

Update Disclosure; Breaches. From and after the date of this Merger Agreement until the Effective Time, each party hereto shall promptly notify the other party parties hereto by written update to its Disclosure Schedule of (i) any representation or warranty made by it in connection with this Merger Agreement becoming untrue or inaccurate, (ii) the occurrence occurrence, or non-occurrence occurrence, of any event which wouldthe occurrence, or non-occurrence, of which would be likely to, to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Merger Agreement not to be satisfied, or (iiiii) the failure of the Company, Acquiror Company or Acquiror SubAcquiror, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Merger Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Merger Agreement not to be satisfied. In addition; provided, however, -------- ------- that the Company and the Shareholders delivery of any notice pursuant to this Section 6.04 shall notify Acquiror in writing of (i) such additional information with respect to not cure any matters or events discovered subsequent to the date hereof and prior to the Effective Time, which if existing and known on the date hereof would have rendered any representation or warranty made by the other party, or any information contained in any Exhibit hereto, then inaccurate or incomplete and (ii) any development after the date hereof and prior to the Effective Time causing a breach of any representation or warranty requiring disclosure of such matter prior to the date of this Merger Agreement (or, in Article IV or V above. No update or additional information provided pursuant the case of disclosures permitted to be made within fifteen (15) days after the date of this Section 8.02 Merger Agreement, shall affect not cure any claim or right of any party hereto with respect to a breach of any provision representation or warranty requiring disclosure of such matter prior to such later date) or otherwise limit or affect the rights and remedies available hereunder to the party receiving such notice. The Company shall deliver to Acquiror updated versions of Sections 3.10 and 3.14(a) of the Company Disclosure Schedule as of the Closing Date, solely to reflect events occurring between the date of this Agreement; providedMerger Agreement (or, however, that if in the Company or the Shareholders notify Acquiror in writing case of any event occurring disclosures permitted to be made within fifteen (15) days after the date hereof of this Merger Agreement, between such later date) and prior to the Effective Time which would cause a breach of any warranty contained in Article IV or V above, and Acquiror proceeds with the Closing of the transactions contemplated herebyDate, none or shall have notified Acquiror that no changes to such Sections of the Company or any Shareholder shall have any liability whatsoever for such breach so long as such representation or warranty was true and correct as of the date hereofDisclosure Schedule are required.

Update Disclosure; Breaches. (a) From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto by written update in writing of (i) the occurrence occurrence, or non-occurrence occurrence, of any event which would, or that would be likely to, to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, satisfied or (ii) the failure of the CompanyTelcom I, Acquiror Telcom II or Acquiror SubAcquiror, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied. In addition, the Company and the Shareholders shall notify Acquiror in writing of (i) such additional information with respect to any matters or events discovered subsequent to the date hereof and prior to the Effective Time, which if existing and known on the date hereof would have rendered any representation or warranty made by the other party, or any information contained in any Exhibit hereto, then inaccurate or incomplete and (ii) any development after the date hereof and prior to the Effective Time causing a breach of any representation or warranty in Article IV or V above. No update or additional information provided pursuant to this Section 8.02 shall affect any claim or right of any party hereto with respect to a breach of any provision of this Agreement; provided, however, that if the Company or the Shareholders notify Acquiror in writing delivery of any event occurring notice pursuant to this Section 7.6 shall not otherwise limit or affect the remedies available hereunder to the party receiving such notice. (b) Until the Closing, each party hereto shall have the continuing obligation to promptly supplement the information contained in its disclosure schedule attached hereto with respect to any matter hereafter discovered which was in existence on the date hereof and, if known at the date of this Agreement, would have been required to be set forth or described in such disclosure schedules. (c) Neither the supplementation of the disclosure schedules pursuant to the obligation in Section 7.6(b) nor any disclosure after the date hereof of the untruth of any representation and prior to the Effective Time which would cause warranty made in this Agreement shall operate as a cure of any breach of (i) the failure to disclose the information or (ii) any untrue representation or warranty contained made herein. Notwithstanding the foregoing, if such supplementation by Target or Acquiror (x) is consented to in Article IV writing by Acquiror or V aboveTarget, as applicable or (y) discloses any fact or set of facts which, either singly or in the aggregate with other facts disclosed pursuant to such obligation, is not, or is not reasonably likely to result in, a material adverse effect, such supplementation shall be deemed to cure any such untrue representation or warranty, and Acquiror proceeds with the Closing of the transactions contemplated hereby, none of the Company or any Shareholder shall have any liability whatsoever for such breach so long as such representation or warranty was true and correct warranty, as of the date hereofso supplemented, shall be deemed to have been amended accordingly.