Common use of Update of Schedules Clause in Contracts

Update of Schedules. With respect to the representations and warranties of Seller contained in this Agreement, Seller shall have the continuing right until Closing to add, amend or supplement the Schedules to its representations and warranties with respect to any matter first learned of by Seller (provided that Seller shall not have Knowledge of such matter on or prior to the Execution Date) or first arising after the Execution Date which, if existing at the Execution Date or thereafter, would have been required to be set forth or described in such Schedules; provided that Seller shall use its commercially reasonable efforts to provide Purchaser with oral notice by telephone at least two (2) Business Days prior to any such addition, amendment, or supplement to the Schedules, and Seller shall cooperate with Purchaser as reasonably requested by Purchaser with respect to drafting any such addition, amendment, or supplement to the Schedules. Except as set forth in the last sentence of this Section 5.4, any disclosure in any such addition, amendment or supplement shall not be deemed to have subsequently cured any inaccuracy in or breach of any representation or warranty as of the date made in this Agreement, including for the purposes of indemnification and termination rights contained in this Agreement or determining whether the conditions set forth in Section 7.2(a) have been fulfilled. Notwithstanding the foregoing, in the event that (a) the conditions set forth in Section 7.2(a) are not fulfilled as a result of, in whole or in part, all or any matters that Seller has included in any addition, amendment or supplement to any Schedules pursuant to this Section 5.4 and (b) Purchaser elects to proceed with Closing notwithstanding the conditions set forth in Section 7.2(a) not being fulfilled, then in such event all disclosures in any such addition, amendment or supplement shall be deemed to have cured any applicable inaccuracy or breach of any representation or warranty contained in this Agreement for the purposes of determining Seller’s indemnity obligations under Article 11, and Seller shall be deemed to have waived any remedy with respect to such disclosures.

Update of Schedules. With respect (a) Prior to the representations Closing Date, Ashland (x) shall update the Schedules with additional material disclosures and warranties (y) may, at its sole option, update the Schedules with other additional disclosures that, in each case, have arisen or first been discovered since the date of Seller contained this Agreement; provided that nothing in this AgreementSection 7.3 is intended to limit Ashland’s obligation to update Schedule 7.5(a), Seller as set forth in Section 7.5(a). In the event that Ashland updates the Schedules, in accordance with this Section 7.3, Ashland shall have provide such additional disclosures to Buyer by written notice in accordance with Section 11.1 in the continuing right until Closing case of disclosures provided pursuant to addclause (x), amend promptly after senior management of Ashland becomes aware of the same and, in the case of disclosures provided pursuant to clause (x) or supplement the Schedules to its representations and warranties with respect to any matter first learned of by Seller clause (provided that Seller shall not have Knowledge of such matter on or y), no later than ten (10) Business Days prior to the Execution Closing Date. (b) or first arising Upon receipt of such notice, Buyer shall have until the earlier of (i) five (5) Business Days after the Execution Date which, if existing at the Execution Date or thereafter, would have been required to be set forth or described in receipt of such Schedules; provided that Seller shall use its commercially reasonable efforts to provide Purchaser with oral notice by telephone at least and (ii) two (2) Business Days prior to any the Closing Date to terminate this Agreement pursuant to Section 8.1(d), if as a result of notice, the condition precedent to Buyer’s obligation to close set forth in Section 4.2(b) or (d) is not satisfied, by delivering written notice thereof to Ashland in accordance with Section 11.1. In the event that Buyer does not exercise such additiontermination right, amendmentthe additional disclosures delivered by Ashland shall be deemed to be part of the Schedules as delivered to Buyer on the date of this Agreement solely for purposes of determining whether the condition precedent to Buyer’s obligation to close in Section 4.2(b) or (d) has been satisfied. For the avoidance of doubt, or supplement to the Schedules, and Seller such additional disclosures shall cooperate be disregarded in connection with Purchaser as reasonably requested by Purchaser claims for indemnification with respect to drafting any such additionrepresentations and warranties made as of the date hereof. (c) In furtherance of the foregoing, amendment, each party acknowledges that the intention of this Section 7.3 is not to delay or supplement to postpone the Schedules. Except Closing Date and except as set forth in the last sentence of this Section 5.47.3, any disclosure in any such additionthe exercise, amendment or supplement shall not be deemed failure to have subsequently cured any inaccuracy in or breach exercise, by either party of any representation right, power or warranty as of the date made in this Agreement, including for the purposes of indemnification and termination rights contained in this Agreement or determining whether the conditions set forth in Section 7.2(a) have been fulfilled. Notwithstanding the foregoing, in the event that (a) the conditions set forth in Section 7.2(a) are not fulfilled as a result of, in whole or in part, all or any matters that Seller has included in any addition, amendment or supplement to any Schedules privilege pursuant to this Section 5.4 and (b) Purchaser elects to proceed with Closing notwithstanding the conditions set forth in Section 7.2(a) 7.3 shall not being fulfilled, then in such event all disclosures in any such addition, amendment or supplement shall be deemed to have cured any applicable inaccuracy or breach operate as a waiver of any representation other right, power or warranty contained in privilege of such party under this Agreement. (d) Prior to the Closing Date, Ashland shall update Schedule 1.1(d) with any additional disclosures relating to any Conveyed Real Property or Off-Site Location that have arisen or first been discovered since the date of this Agreement and for which Ashland has received written notice prior to the purposes Closing Date of determining Seller’s indemnity obligations under Article 11, and Seller shall be deemed to have waived any remedy a potential claim or written notice of responsibility with respect to such disclosuresa Release of any Hazardous Material that may result in assessment, response, removal, remediation, corrective action or related monitoring activity in the future.

Update of Schedules. With respect From time to time prior to three (3) Business Days prior to the Closing Date, Trafigura may, at its sole option, supplement or amend the Schedules as they relate to the representations and warranties of Seller contained Trafigura in this Agreement, Seller shall have the continuing right until Closing to add, amend or supplement the Schedules to its representations and warranties Article 3 with respect to any matter first learned hereafter arising (each a “Schedule Supplement”), and each such Schedule Supplement shall be deemed to be incorporated into and to supplement and amend the Schedules as of by Seller the Closing Date (provided other than for the purpose of determining Investor’s rights to indemnification under Article 9); provided, however, that Seller if such event, development or occurrence which is the subject of the Schedule Supplement constitutes or relates to something that would reasonably be expected to have a Material Adverse Effect, then Investor shall have the right to terminate this Agreement for failure to satisfy the closing condition set forth in Section 6.1(c); provided, further, that (a) if Investor has the right to, but does not have Knowledge of such matter elect to terminate this Agreement on or prior to the Execution Dateearlier of (i) or first arising after the Execution Date which, if existing at the Execution Date or thereafter, would have been required to be set forth or described in such Schedules; provided that Seller shall use its commercially reasonable efforts to provide Purchaser with oral notice by telephone at least two five (25) Business Days after receipt of notice of the applicable Schedule Supplement and (ii) one (1) Business Day prior to any such additionthe Closing Date, amendment, or supplement to the Schedules, and Seller then (A) Investor shall cooperate with Purchaser as reasonably requested by Purchaser with respect to drafting any such addition, amendment, or supplement to the Schedules. Except as set forth in the last sentence of this Section 5.4, any disclosure in any such addition, amendment or supplement shall not be deemed to have subsequently cured irrevocably waived any inaccuracy in or breach of right to terminate this Agreement with respect to such matter under any representation or warranty as of the date made conditions set forth in Section 6.1(c) and (B) the Schedules shall be deemed to incorporate any Schedule Supplements for all purposes under this Agreement, including for the purposes purpose of determining Investor’s rights to indemnification and termination rights contained in this Agreement or determining whether the conditions set forth in Section 7.2(a) have been fulfilled. Notwithstanding the foregoingunder Article 9, in the event that (a) the conditions set forth in Section 7.2(a) are not fulfilled as a result of, in whole or in part, all or any matters that Seller has included in any addition, amendment or supplement to any Schedules pursuant to this Section 5.4 and (b) Purchaser elects if Investor does not have the right to proceed with Closing notwithstanding terminate this Agreement, the conditions set forth in Section 7.2(a) not being fulfilled, then in such event all disclosures in any such addition, amendment or supplement Schedules shall be deemed to have cured not incorporate any applicable inaccuracy or breach of any representation or warranty contained in this Agreement Schedule Supplements for the purposes purpose of determining SellerInvestor’s indemnity obligations rights to indemnification under Article 11, and Seller shall be deemed to have waived any remedy with respect to such disclosures9.