Common use of Update to Disclosure Schedules Clause in Contracts

Update to Disclosure Schedules. At any time and from time to time on or prior to the third (3rd) Business Day prior to the Closing Date, the Seller Group may deliver to the Parent and the Buyer modifications, changes and updates to the Disclosure Schedules, other than any representations or warranties in Sections 2.03, 2.12, 2.13 and 2.24, and with respect to a breach of a Material Contract, which, for clarity, may not be updated by Seller (“Updates to Disclosure Schedules”) in order to disclose or take account of facts, matters or circumstances that arise or occur between the date of this Agreement and the Closing Date, in the ordinary course of business and which facts, matters or circumstance are required or permitted, by the provisions of Section 4.05, to be disclosed in such Disclosure Schedules. Such Updates to Disclosure Schedules shall not be deemed to be a breach of any representation, warranty or covenant made in this Agreement provided that (i) the information delivered in such Updates to Disclosure Schedules is limited to matters that first arise after the date of this Agreement, (ii) the delivery of such Update to Disclosure Schedules shall not prevent Buyer from exercising any termination right under this Agreement in accordance with ARTICLE VIII, and (iii) any matter included in such Updates to Disclosure Schedules is not a result of any breach by Seller of any of its covenants under this Agreement, in which case, the Disclosure Schedules for purposes of this Agreement (and for no other purpose) shall be the Disclosure Schedules as amended by such Updates to Disclosure Schedules. Each item included in any Update to Disclosure Schedules shall be written in specific terms, in a manner consistent with the Disclosure Schedules delivered to Buyer contemporaneously as of the date of this Agreement, and sufficient to put Buyer on notice of the information being disclosed. Each item included in such Update to Disclosure Schedules shall identify the particular representation or warranty that must be qualified in light of the event or circumstance requiring disclosure, and in any event such disclosure shall modify the respective representations and warranties of Seller only to the extent necessary to make them true in light of the item being disclosed. The provisions of this Section 4.26 shall not be deemed in any way to constitute a waiver by the Parent or the Buyer of the conditions set forth in Section 5.01 below.

Update to Disclosure Schedules. At any time The Company shall, within ten (10) business days after receiving the F2A Notice of Exercise from SMC, prepare and from time to time on or prior to the third (3rd) Business Day prior to the Closing Date, the Seller Group may deliver to the Parent and the Buyer modifications, changes and updates SMC an updated Disclosure Schedule specifying any change to the Disclosure SchedulesSchedule resulting from (i) any event, other than any representations or warranties in Sections 2.03condition, 2.12, 2.13 and 2.24, and with respect to a breach of a Material Contract, which, for clarity, may not be updated by Seller (“Updates to Disclosure Schedules”) in order to disclose or take account of facts, matters or circumstances that arise or occur between the date of this Agreement and the Closing Date, in the ordinary course of business and which facts, matters fact or circumstance are that is required or permitted, by the provisions of Section 4.05, to be disclosed in such Disclosure Schedules. Such Updates pursuant to Disclosure Schedules shall not be deemed to be a breach Section 2 of any representation, warranty or covenant made in this Agreement provided that (i) the information delivered in such Updates to Disclosure Schedules is limited to matters that first arise after the date of this Stock Purchase Agreement, or (ii) the delivery of any event, condition, fact or circumstance that would require such Update to Disclosure Schedules shall not prevent Buyer from exercising any termination right under this Agreement in accordance with ARTICLE VIII, and (iii) any matter included in such Updates to Disclosure Schedules is not a result of any breach by Seller of any of its covenants under this Agreement, in which case, change assuming the Disclosure Schedules for purposes of this Agreement (and for no other purpose) shall be the Disclosure Schedules as amended by such Updates to Disclosure Schedules. Each item included in any Update to Disclosure Schedules shall be written in specific terms, in a manner consistent with the Disclosure Schedules delivered to Buyer contemporaneously Schedule were dated as of the date of this Agreementthe occurrence, existence or discovery of such event, condition, fact or circumstance. The date on which the Company actually delivers the updated Disclosure Schedule to SMC shall be referred to as the “F2A Delivery Date.” Such updated Disclosure Schedule shall be cumulative, and sufficient shall amend and supplement the initial Disclosure Schedule delivered by the Company to put Buyer on notice the Investors as of the information being disclosed. Each item included First Closing Date in such Update connection with the Stock Purchase Agreement and the updated Disclosure Schedule delivered to Disclosure Schedules shall identify the particular representation or warranty that must be qualified in light Investors as of the event or circumstance requiring disclosureSeries B Closing Date in connection with the Series B Stock Purchase Agreement. To the extent requested by SMC, and the Company shall cooperate in providing to SMC all information reasonably requested by SMC so that it can adequately evaluate the disclosures contained on the updated Disclosure Schedule. SMC may, at any event such disclosure shall modify the respective representations and warranties of Seller only time prior to the extent necessary Series C Closing hereunder and for any reason or no reason, elect without penalty not to make them true in light proceed with the acquisition of the item being disclosedSeries C Shares. The provisions of this Section 4.26 shall not be deemed in any way In the event either SMC fails to constitute acquire the Series C Shares hereunder, either as a waiver by the Parent or the Buyer result of the conditions election not to exercise the F2A Option, or pursuant to the right not to proceed with the acquisition of the Series C Shares set forth above, SMC shall no longer have any rights or obligations with regard to the purchase or sale of additional shares of capital stock of the Company other than the right of first refusal pursuant to the Investor Rights Agreement (the “Right of First Refusal”) and pursuant to the Restated Articles (as defined in Section 5.01 belowthe Stock Purchase Agreement).