Common use of Update to Schedules Clause in Contracts

Update to Schedules. Seller hereby agrees that it has the continuing obligation to supplement, modify or amend, during the period of time between the date of this Agreement and the Closing Date, the information required to be set forth on the respective Schedules to its representations and warranties contained in Section 4.1 with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to have been set forth on such Schedules (such information being called the "Updating Information"), all subject to the provisions of this Section 8.14. As a condition to so supplement, modify or amend any Schedule with Updating Information, the Seller shall promptly upon becoming aware thereof disclose in writing to Buyer such Updating Information and the Schedule to which the Updating Information applies and (a) any Updating Information that does not signify or disclose a Material Adverse Effect shall be deemed to amend and supplement the Schedule identified in Seller's notice of the Updating Information, and (b) if the Updating Information signifies or discloses a Material Adverse Effect, the Updating Information shall be deemed to amend and supplement the Schedule disclosed in Seller's notice only if Buyer consents in writing to such amendment and supplementation (which consent may be withheld in Buyer's sole discretion) and if Buyer does not consent to such amendment and supplementation, such Schedule shall not be deemed to be supplemented and amended; provided that if a Schedule is updated pursuant to either subsection (a) or (b) of this sentence, such Schedule shall be deemed to have been supplemented and amended only for purposes of Section 6.1 (Buyer's Condition to Close) and specifically shall not be deemed to have been updated for purposes of Article VII (indemnity) (in other words, the Updating Information shall not be considered a part of the Schedule for purposes of Article VII and Seller shall be obligated to indemnify Buyer in accordance with Article VII to the extent the Updating Information causes a breach of Seller's representations and warranties contained in Section 4.1 without such Updating Information being scheduled).

Update to Schedules. Seller hereby agrees that it has the continuing obligation From time to supplement, modify time on or amend, during the period of time between the date of this Agreement and before the Closing Date, the information required Company shall deliver written notice to be set forth the Buyer (an “Update Notice”) to reflect any change, fact, circumstance, occurrence or event (collectively, “Change”): (a) that may constitute a breach of any covenant or agreement of the Company or the Stockholders’ Representative or may constitute a breach of any representation or warranty of the Company or the Stockholders’ Representative if such representation or warranty were made on the respective Schedules to its representations and warranties contained in Section 4.1 with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to have been set forth on the occurrence or discovery of such Schedules (such information being called Change or the "Updating Information"), all subject to the provisions of this Section 8.14. As a condition to so supplement, modify Closing Date; or amend any Schedule with Updating Information, the Seller shall promptly upon becoming aware thereof disclose in writing to Buyer such Updating Information and the Schedule to which the Updating Information applies and (a) any Updating Information that does not signify or disclose a Material Adverse Effect shall be deemed to amend and supplement the Schedule identified in Seller's notice of the Updating Information, and (b) if in the Updating Information signifies case of any representations or discloses warranties made to the Knowledge of the Company, which occurred prior to the date hereof but of which the Company first acquires Knowledge after the date hereof, in each case, together with any additions, supplements, or modifications necessary to make the information set forth in the Schedules true, accurate, and complete in all respects as soon as practicable after such information is available to the Company. At any time following receipt by the Buyer of any Update Notice setting forth any Change that constitutes a Material Adverse Effect, the Updating Information shall be deemed Buyer may, in its sole discretion and without Liability to amend and supplement the Schedule disclosed in Seller's Stockholders or any Acquired Entity, terminate this Agreement by giving written notice only if Buyer consents in writing of such termination to such amendment and supplementation (which consent may be withheld in Buyer's sole discretion) and if Buyer the Company. If any Update Notice sets forth any change that does not consent to such amendment and supplementationconstitute a Material Adverse Effect, such Schedule shall not be deemed to be supplemented and amended; provided that if a Schedule is updated pursuant to either subsection (a) or (b) of this sentence, such Schedule upon disclosure thereof the Buyer shall be deemed to have been supplemented waived its right to terminate this Agreement pursuant to Section 8.1(c) or prevent consummation of the Transactions pursuant to Section 7.1(a) with respect to such Changes set forth in the applicable Update Notice unless any such Change later becomes a Material Adverse Effect. In the event that (i) a Change occurs that does not constitute a Material Adverse Effect, or (ii) a Change occurs that constitutes a Material Adverse Effect but for which the Buyer does not elect to terminate this Agreement pursuant to this Section 5.7, the Buyer shall use its commercially reasonable efforts to deliver to the Stockholders’ Representative prior to the Closing a notice setting forth if it then intends to make a claim for indemnification pursuant to ARTICLE IX (“Claim Intent Notice”), it being understood, acknowledged and amended only agreed that neither (A) the Update Notice nor (B) any disclosure after the date hereof of the inaccuracy of any representation or warranty made in this Agreement or delivery of an updated Schedule nor (C) the Buyer’s failure to deliver any such Claim Intent Notice or Buyer’s notice in any Claim Intent Notice that it does not intend to make a claim for indemnification shall operate to relieve the Stockholders of their obligations set forth in ARTICLE IX with respect to such inaccuracy nor prohibit the Buyer from seeking a claim for indemnification or give the Stockholders any right with respect to Buyer’s failure to provide any such Claim Intent Notice. Solely for purposes of Section 6.1 (Buyer's Condition determining Liability and Damages for breach of representations or warranties either at signing or at Closing, if any, such determination shall be made without reference to Close) any supplements and specifically shall not be deemed with reference only to have been updated for purposes the Schedules as they stand on the date of Article VII (indemnity) (in other wordsthis Agreement. For the avoidance of doubt, the Updating Information applicable limitations set forth in ARTICLE IX shall not be considered apply to any claim for indemnification after the Closing with respect to a part of the Schedule Change for purposes of Article VII and Seller shall be obligated which an Update Notice has been delivered pursuant to indemnify Buyer in accordance with Article VII to the extent the Updating Information causes a breach of Seller's representations and warranties contained in this Section 4.1 without such Updating Information being scheduled)5.7.

Update to Schedules. Seller hereby agrees that it has the continuing obligation From time to supplement, modify time on or amend, during the period of time between the date of this Agreement and before the Closing Date, the information required Company may, by delivering written notice to be set forth on the respective Buyer (an “Update Notice”), update the Schedules to its representations and warranties contained in Section 4.1 solely with respect to any matter hereafter arising representation and warranty by the Company hereunder to reflect any change, fact, circumstance, occurrence or discovered whichevent (collectively, if existing or known at the date of this Agreement, would have been required to have been set forth on such Schedules (such information being called the "Updating Information"), all subject to the provisions of this Section 8.14. As a condition to so supplement, modify or amend any Schedule with Updating Information, the Seller shall promptly upon becoming aware thereof disclose in writing to Buyer such Updating Information and the Schedule to which the Updating Information applies and “Change”) (a) any Updating Information that does not signify occurring or disclose a Material Adverse Effect shall be deemed to amend arising during the period after the date hereof and supplement on or before the Schedule identified in Seller's notice of the Updating Information, and Closing Date; or (b) if in the Updating Information signifies case of any representations or discloses warranties made to the Knowledge of the Company, of which the Company first acquires Knowledge during such period. The Company shall deliver all such Update Notices as soon as practicable after such information is available to the Company. Following receipt by the Buyer of any Update Notice setting forth any Change that constitutes a Material Adverse Effect, the Updating Information shall be deemed Buyer may, in its sole discretion and without Liability to amend and supplement the Schedule disclosed in Seller's Stockholders or any Acquired Entity, terminate this Agreement by giving notice only if Buyer consents in writing of such termination to such amendment and supplementation the Company within two (which consent may be withheld in Buyer's sole discretion2) and if Business Days thereafter. If the Buyer does not consent to such amendment and supplementation, such Schedule shall not be deemed to be supplemented and amended; provided that if a Schedule is updated pursuant to either subsection (a) or (b) of this timely provide the notice described in the preceding sentence, such Schedule the Buyer shall be deemed to have been supplemented waived (i) its right to terminate this Agreement or prevent consummation of the Transactions pursuant to Section 8.1(c) with respect to the Changes in such Update Notice and amended only for purposes of Section 6.1 (Buyer's Condition ii) any right to Closemake any claim against the Stockholders or the Acquired Entities in respect thereof, including pursuant to ARTICLE IX. On the date that is one (1) and specifically shall not be deemed day prior to have been updated for purposes of Article VII (indemnity) (in other wordsthe Closing Date, the Updating Information Company shall not be considered deliver to the Buyer a part true, complete and final copy of the Schedule for purposes Schedules, including all information contained in the Update Notices, if any. Nothing in this Section 5.8 shall impact Buyer’s right to make any claim against the Stockholders pursuant to ARTICLE IX as a result of Article VII and Seller shall be obligated to indemnify Buyer in accordance with Article VII to the extent the Updating Information causes a any inaccuracy or breach of Seller's representations and warranties contained in Section 4.1 without such Updating Information being scheduled)any representation or warranty made as of the date of this Agreement.

Update to Schedules. The Seller hereby agrees that it has shall give prompt written notice to Buyer of (i) the continuing obligation to supplement, modify or amend, during occurrence (including the period discovery of time between facts after the date execution of this Agreement and not known as of the Closing Datedate hereof to the disclosing party) or non-occurrence of any event, the information required occurrence or non-occurrence of which would, or would be reasonably likely to, cause, (x) any representation or warranty contained in Articles 8, 9, or 10 hereof to be set forth on untrue or inaccurate in any material respect or (y) any covenant or agreement contained in this Agreement not to be complied with in any material respect and (ii) any failure to satisfy any condition to the respective Schedules consummation of the transactions contemplated by this Agreement; provided however that the delivery of any notice pursuant to its this Section 19 (I) shall not (x) operate to in any way modify or cure any breach of the representations and warranties contained made by the Seller in Section 4.1 with respect Article 9 hereof or any exhibits or schedules referred to herein or attached hereto or (y) limit or otherwise affect the remedies available hereunder to the party receiving such notice, including the right not to consummate the transactions contemplated by this Agreement if the matters referred to in the notice would cause any matter hereafter arising or discovered which, if existing or known at of the conditions to the receiving party’s obligations not to be fulfilled. Within 15 days of the date of this Agreement, would have been required to have been set forth on such Schedules (such information being called the "Updating Information"), all subject to the provisions of this Section 8.14. As a condition to so supplement, modify or amend any Schedule with Updating Information, the Seller shall promptly upon becoming aware thereof disclose in writing to Buyer such Updating Information and the Schedule to which the Updating Information applies and (a) any Updating Information that does not signify or disclose a Material Adverse Effect shall be deemed to amend and supplement the Schedule identified in Seller's notice update all of the Updating Information, and schedules described in Article 19 (bK) if as necessary to make the Updating Information signifies or discloses a Material Adverse Effect, the Updating Information shall be deemed to amend and supplement the Schedule disclosed in Seller's notice only if Buyer consents in writing to such amendment and supplementation (which consent may be withheld in Buyer's sole discretion) and if Buyer does not consent to such amendment and supplementation, such Schedule shall not be deemed to be supplemented and amended; provided that if a Schedule is updated pursuant to either subsection (a) or (b) of this sentence, such Schedule shall be deemed to have been supplemented and amended only for purposes of Section 6.1 (Buyer's Condition to Close) and specifically shall not be deemed to have been updated for purposes of Article VII (indemnity) (in other words, the Updating Information shall not be considered a part of the Schedule for purposes of Article VII and Seller shall be obligated to indemnify Buyer in accordance with Article VII to the extent the Updating Information causes a breach of Seller's representations and warranties contained related to such schedules to be true and correct in all material respects. Notwithstanding the foregoing, Purchaser acknowledges that Xxxxxx Xxxxx and other persons associated with the Purchaser have detailed knowledge of the Seller, the Project Partnerships and the Subject Properties. Consequently, no failure by Seller to give notice to Purchaser pursuant to this Section 4.1 without 19.L shall entitle Purchaser to any remedies against Seller if the facts constituting the basis for such Updating Information being scheduled).claim were known by Xxxxxx Xxxxx or other person associated with the Purchaser. EXECUTED as of the Effective Date. Seller: AMERICAN COMMUNITY PROPERTIES TRUST, a Maryland real estate investment trust By: _________________________________

Update to Schedules. The Seller hereby agrees that it has shall give prompt written notice to Buyer of (i) the continuing obligation to supplement, modify or amend, during occurrence (including the period discovery of time between facts after the date execution of this Agreement and not known as of the Closing Datedate hereof to the disclosing party) or non-occurrence of any event, the information required occurrence or non-occurrence of which would, or would be reasonably likely to, cause, (x) any representation or warranty contained in Articles 8, 9, or 10 hereof to be set forth on untrue or inaccurate in any material respect or (y) any covenant or agreement contained in this Agreement not to be complied with in any material respect and (ii) any failure to satisfy any condition to the respective Schedules consummation of the transactions contemplated by this Agreement; provided however that the delivery of any notice pursuant to its this Section 19 (I) shall not (x) operate to in any way modify or cure any breach of the representations and warranties contained made by the Seller in Section 4.1 with respect Article 9 hereof or any exhibits or schedules referred to herein or attached hereto or (y) limit or otherwise affect the remedies available hereunder to the party receiving such notice, including the right not to consummate the transactions contemplated by this Agreement if the matters referred to in the notice would cause any matter hereafter arising or discovered which, if existing or known at of the conditions to the receiving party’s obligations not to be fulfilled. Within 15 days of the date of this Agreement, would have been required to have been set forth on such Schedules (such information being called the "Updating Information"), all subject to the provisions of this Section 8.14. As a condition to so supplement, modify or amend any Schedule with Updating Information, the Seller shall promptly upon becoming aware thereof disclose update all of the schedules described in writing Article 19 (K) as necessary to Buyer make the representations and warranties related to such Updating Information schedules to be true and correct in all material respects. Notwithstanding the foregoing, Purchaser acknowledges that Xxxxxx Xxxxx, Xxxxxxx Xxxx and Xxxxx-Xxxxx Xxxxxx have detailed knowledge of the Seller, the Project Partnerships and the Schedule Subject Properties. Consequently, no failure by Seller to which give notice to Purchaser pursuant to this Section 19.L shall entitle Purchaser to any remedies against Seller if the Updating Information applies facts constituting the basis for such claim were known by Xxxxxx Xxxxx Xxxxxxx Xxxx and (a) any Updating Information Xxxxx-Xxxxx Xxxxxx; provided that does not signify or disclose a Material Adverse Effect knowledge shall be deemed to amend actual knowledge and supplement the Schedule identified in Seller's notice not any imputed knowledge. EXECUTED as of the Updating InformationEffective Date. Seller: Seller: AMERICAN LAND DEVELOPMENT AMERICAN COMMUNITY U.S., and (b) if the Updating Information signifies or discloses INC., a Material Adverse EffectMaryland Corporation PROPERTIES TRUST, the Updating Information shall be deemed to amend and supplement the Schedule disclosed in Seller's notice only if Buyer consents in writing to such amendment and supplementation (which consent may be withheld in Buyer's sole discretion) and if Buyer does not consent to such amendment and supplementation, such Schedule shall not be deemed to be supplemented and amended; provided that if a Schedule is updated pursuant to either subsection (a) or (b) of this sentence, such Schedule shall be deemed to have been supplemented and amended only for purposes of Section 6.1 (Buyer's Condition to Close) and specifically shall not be deemed to have been updated for purposes of Article VII (indemnity) (in other words, the Updating Information shall not be considered a part of the Schedule for purposes of Article VII and Seller shall be obligated to indemnify Buyer in accordance with Article VII to the extent the Updating Information causes a breach of Seller's representations and warranties contained in Section 4.1 without such Updating Information being scheduled).Maryland real estate investment trust By: /s/ J. Xxxxxxx Xxxxxx By: /s/ J. Xxxxxxx Xxxxxx