Common use of Updated Disclosure Schedule Clause in Contracts

Updated Disclosure Schedule. At least three (3) Business Days prior to the Closing Date, NRx shall deliver to Relief an updated schedule setting forth any matter arising or occurring after the Execution Date that NRx determines (a) would have been required to be set forth or described in the Disclosure Schedule if such matter existed or occurred at or prior to the Execution Date, or (b) is necessary to correct any information in the Disclosure Schedule (the “Updated Disclosure Schedule”). The Updated Disclosure Schedule shall include all disclosure necessary to make the representations and warranties of NRx set forth in this Agreement true and correct in all material respects as though made as of the date of the Updated Disclosure Schedule (except that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such specified date); provided, that such disclosure shall consist solely of information regarding circumstances, facts, events or conditions that have arisen, occurred or come into existence after the Execution Date. Notwithstanding anything to the contrary herein, the Updated Disclosure Schedule (i) may only reflect changes necessary to disclose events or occurrences that occur after the Execution Date and (ii) shall not change the nature or scope of the applicable representations and warranties by effectively amending or modifying the language contained in such representations and warranties as opposed to merely listing exceptions thereto. The Updated Disclosure Schedule shall be in substantially the form of the Disclosure Schedule. Any amendment or supplement included in the Updated Disclosure Schedule shall not cure any breach or inaccuracy of any representation or warranty made as of the Execution Date; rather, such disclosures shall solely be deemed to modify and qualify any applicable representations and warranties as of the date of the Updated Disclosure Schedule; provided that, with respect to any information disclosed in the Updated Disclosure Schedule, if Relief shall consummate the Transactions at the Closing in accordance with this Agreement, Relief shall have irrevocably waived any right to assert after Closing that the failure of NRx to disclose any such information disclosed in the Updated Disclosure Schedule in the Disclosure Schedule constituted a breach by NRx of any representation or warranty and to make any indemnification claim pursuant to this Agreement in respect of such breach.

Updated Disclosure Schedule. At least three (3) Business Days prior to the Closing Date, NRx shall deliver to Relief an updated schedule setting forth any matter arising or occurring after the Execution Date that NRx determines (a) would have been required to be set forth or described in the Disclosure Schedule if such matter existed or occurred at or prior to the Execution Date, or (b) is necessary to correct any information in the Disclosure Schedule (the “"Updated Disclosure Schedule”"). The Updated Disclosure Schedule shall include all disclosure necessary to make the representations and warranties of NRx set forth in this Agreement true and correct in all material respects as though made as of the date of the Updated Disclosure Schedule (except that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such specified date); provided, that such disclosure shall consist solely of information regarding circumstances, facts, events or conditions that have arisen, occurred or come into existence after the Execution Date. Notwithstanding anything to the contrary herein, the Updated Disclosure Schedule (i) may only reflect changes necessary to disclose events or occurrences that occur after the Execution Date and (ii) shall not change the nature or scope of the applicable representations and warranties by effectively amending or modifying the language contained in such representations and warranties as opposed to merely listing exceptions thereto. The Updated Disclosure Schedule shall be in substantially the form of the Disclosure Schedule. Any amendment or supplement included in the Updated Disclosure Schedule shall not cure any breach or inaccuracy of any representation or warranty made as of the Execution Date; rather, such disclosures shall solely be deemed to modify and qualify any applicable representations and warranties as of the date of the Updated Disclosure Schedule; provided that, with respect to any information disclosed in the Updated Disclosure Schedule, if Relief shall consummate the Transactions at the Closing in accordance with this Agreement, Relief shall have irrevocably waived any right to assert after Closing that the failure of NRx to disclose any such information disclosed in the Updated Disclosure Schedule in the Disclosure Schedule constituted a breach by NRx of any representation or warranty and to make any indemnification claim pursuant to this Agreement in respect of such breach.

Updated Disclosure Schedule. (a) At least any time prior to Closing, HNS shall be entitled to deliver to the Investor updates to, or substitutions of, the Disclosure Schedule solely with respect to (i) matters related to SECTION 4 that arise after the date hereof and (ii) Assumed Liabilities under SECTION 2.4(A)(XII) arising from or relating to Proceedings initiated after the date hereof against HNS or any of its Subsidiaries in the Ordinary Course of Business by any Person who is or was (A) employed by HNS or such Subsidiary or (B) a direct or indirect customer (or was associated with such customer) of HNS or such Subsidiary, which updates or substitutions shall be clearly marked as such (with such updates and substitutions, the "UPDATED DISCLOSURE SCHEDULE"). In the event that HNS delivers an Updated Disclosure Schedule within three (3) Business Days prior days of any scheduled Closing Date hereunder, the Investor shall be entitled to extend, by written notice to HNS, the scheduled Closing Date to the Closing Date, NRx shall deliver to Relief an updated schedule setting forth any matter arising or occurring third day after it receives the Execution Date that NRx determines (a) would have been required to be set forth or described in the Disclosure Schedule if such matter existed or occurred at or prior to the Execution Date, or (b) is necessary to correct any information in the Disclosure Schedule (the “Updated Disclosure Schedule”). The Updated Disclosure Schedule and any information regarding the updates reasonably requested by the Investor, or if such day is not a business day, to the next business day. The delivery by HNS of the Updated Disclosure Schedules shall include all disclosure necessary not prejudice any rights of any Newco Indemnified Person hereunder, including (i) the right to make claim that the representations and warranties of NRx set forth in this Agreement true and correct in all material respects as though HNS, when made as of on the date of the Updated Disclosure Schedule (except that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such specified date); providedhereof, that such disclosure shall consist solely of information regarding circumstanceswere inaccurate or false, facts, events or conditions that have arisen, occurred or come into existence after the Execution Date. Notwithstanding anything to the contrary herein, the Updated Disclosure Schedule (i) may only reflect changes necessary to disclose events or occurrences that occur after the Execution Date and (ii) shall not change the nature right to claim that the covenants and agreements of HNS and/or Parent contained herein were breached or scope of (iii) the applicable representations and warranties by effectively amending or modifying the language contained in such representations and warranties as opposed right to merely listing exceptions theretoseek indemnification pursuant to SECTION 9 hereof. The Updated Disclosure Schedule shall be in substantially deemed to qualify the form of the Disclosure Schedule. Any amendment or supplement included in the Updated Disclosure Schedule shall not cure any breach or inaccuracy of any representation or warranty representations and warranties made as of the Execution Date; ratherClosing Date and replace for such purpose, in whole or in part as the case may be, the Disclosure Schedule previously delivered hereunder for such disclosures purposes. (b) At any time prior to Closing, the Investor shall be entitled to deliver to Parent updates to, or substitutions of, the Investor Disclosure Schedule solely with respect to matters related to SECTION 5 that arise after the date hereof, which updates or substitutions shall be clearly marked as such (with such updates and substitutions, the "UPDATED INVESTOR DISCLOSURE SCHEDULE"). In the event that the Investor delivers an Updated Investor Disclosure Schedule within three (3) days of any scheduled Closing Date hereunder, Parent shall be entitled to extend, by written notice to the Investor, the scheduled Closing Date to the third day after it receives the Updated Investor Disclosure Schedule and any information regarding the updates reasonably requested by Parent, or if such day is not a business day, to the next business day. The delivery by the Investor of the Updated Investor Disclosure Schedules shall not prejudice any rights of any Parent Indemnified Person hereunder, including (i) the right to claim that the representations and warranties of the Investor, when made on the date hereof, were inaccurate or false, (ii) the right to claim that the covenants and agreements of the Investor contained herein were breached or (iii) the right to seek indemnification pursuant to SECTION 9 hereof. The Updated Investor Disclosure Schedule shall be deemed to modify and qualify any applicable the representations and warranties made as of the date of Closing Date and replace for such purpose, in whole or in part as the Updated Disclosure Schedule; provided thatcase may be, with respect to any information disclosed in the Updated Disclosure Schedule, if Relief shall consummate the Transactions at the Closing in accordance with this Agreement, Relief shall have irrevocably waived any right to assert after Closing that the failure of NRx to disclose any such information disclosed in the Updated Investor Disclosure Schedule in the Disclosure Schedule constituted a breach by NRx of any representation or warranty and to make any indemnification claim pursuant to this Agreement in respect of previously delivered hereunder for such breachpurposes.

Updated Disclosure Schedule. At least three (3a) Business Days Immediately prior to the Closing DateClosing, NRx Sellers shall prepare and deliver to Relief Buyer an updated schedule setting forth any matter arising or occurring after Disclosure Schedule (the Execution Date "Updated Disclosure Schedule") that NRx determines (a) would have been required to be set forth or described updates the information contained in the Disclosure Schedule if such matter existed or occurred at or prior to as of the Execution Closing Date. Buyer shall accept and acknowledge the Updated Disclosure Schedule as of the Closing, or except as otherwise permitted by subsections (b) is necessary to correct any information in the Disclosure Schedule and (the “Updated Disclosure Schedule”)c) below. The Upon such acceptance and acknowledgment by Buyer, for all purposes under this Agreement such Updated Disclosure Schedule shall include all disclosure necessary be deemed to make supersede and amend the representations and warranties of NRx set forth in this Agreement true and correct in all material respects as though made original Disclosure Schedule dated as of the date of this Agreement. (b) If Buyer reasonably believes the Updated Disclosure Schedule reflects new or changed information which indicates a material adverse change in the business or financial condition of the Company taken as a whole, Buyer may elect to terminate this Agreement pursuant to Section 12.1(b). (c) If Buyer reasonably believes the Updated Disclosure Schedule does not reflect new or changed information which indicates a material adverse change in the business or financial condition of the Company taken as a whole, but does reasonably believe it contains new or changed information which significantly affects the appropriateness of the Purchase Price for the Shares, Buyer may object in writing to the new or changed information contained in the Updated Disclosure Schedule and request an adjustment to the Purchase Price based thereon. If Buyer so objects, the Closing shall be delayed and Buyer and Sellers in good faith immediately shall attempt to agree upon the amount, if any, by which the Purchase Price should be adjusted as a result of the new or changed information contained in the Updated Disclosure Schedule (except that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such specified date); provided, that such disclosure shall consist solely of information regarding circumstances, facts, events or conditions that have arisen, occurred or come into existence after the Execution Date. Notwithstanding anything to the contrary herein, the Updated Disclosure Schedule (i) may only reflect changes necessary to disclose events or occurrences that occur after the Execution Date and (ii) shall not change the nature or scope of the applicable representations and warranties by effectively amending or modifying the language contained in such representations and warranties as opposed to merely listing exceptions thereto. The Updated Disclosure Schedule shall be in substantially the form of the Disclosure Schedule. Any amendment or supplement included in the Updated Disclosure Schedule shall not cure any breach or inaccuracy of any representation or warranty made as of the Execution Date; rather, such disclosures shall solely be deemed to modify and qualify any applicable representations and warranties as of the date of the Updated Disclosure Schedule; provided that, with respect to any information disclosed in the Updated Disclosure Schedule, if Relief shall consummate the Transactions at the Closing in accordance with this Agreement, Relief shall have irrevocably waived any right to assert after Closing that the failure of NRx to disclose any such information disclosed in the Updated Disclosure Schedule in the Disclosure Schedule constituted a breach by NRx of any representation or warranty and to make any indemnification claim pursuant to this Agreement in respect of such breach."Update Adjustment"

Updated Disclosure Schedule. At least three (3) Business Days prior to the Closing Date, NRx shall deliver to Relief an updated schedule setting forth any matter arising or occurring after the Execution Date that NRx determines (a) would have been required At any time prior to Closing, HNS shall be set forth entitled to deliver to the Investor updates to, or described in substitutions of, the Disclosure Schedule if solely with respect to (i) matters related to Section 4 that arise after the date hereof and (ii) Assumed Liabilities under Section 2.4(a)(xii) arising from or relating to Proceedings initiated after the date hereof against HNS or any of its Subsidiaries in the Ordinary Course of Business by any Person who is or was (A) employed by HNS or such matter existed or occurred at or prior to the Execution Date, Subsidiary or (bB) is necessary to correct any information in the Disclosure Schedule a direct or indirect customer (or was associated with such customer) of HNS or such Subsidiary, which updates or substitutions shall be clearly marked as such (with such updates and substitutions, the “Updated Disclosure Schedule”). The In the event that HNS delivers an Updated Disclosure Schedule within three (3) days of any scheduled Closing Date hereunder, the Investor shall include all disclosure necessary be entitled to make extend, by written notice to HNS, the scheduled Closing Date to the third day after it receives the Updated Disclosure Schedule and any information regarding the updates reasonably requested by the Investor, or if such day is not a business day, to the next business day. The delivery by HNS of the Updated Disclosure Schedules shall not prejudice any rights of any Newco Indemnified Person hereunder, including (i) the right to claim that the representations and warranties of NRx set forth in this Agreement true and correct in all material respects as though HNS, when made as of on the date of the Updated Disclosure Schedule (except that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such specified date); providedhereof, that such disclosure shall consist solely of information regarding circumstanceswere inaccurate or false, facts, events or conditions that have arisen, occurred or come into existence after the Execution Date. Notwithstanding anything to the contrary herein, the Updated Disclosure Schedule (i) may only reflect changes necessary to disclose events or occurrences that occur after the Execution Date and (ii) shall not change the nature right to claim that the covenants and agreements of HNS and/or Parent contained herein were breached or scope of (iii) the applicable representations and warranties by effectively amending or modifying the language contained in such representations and warranties as opposed right to merely listing exceptions theretoseek indemnification pursuant to Section 9 hereof. The Updated Disclosure Schedule shall be in substantially deemed to qualify the form of the Disclosure Schedule. Any amendment or supplement included in the Updated Disclosure Schedule shall not cure any breach or inaccuracy of any representation or warranty representations and warranties made as of the Execution Date; ratherClosing Date and replace for such purpose, in whole or in part as the case may be, the Disclosure Schedule previously delivered hereunder for such disclosures purposes. (b) At any time prior to Closing, the Investor shall be entitled to deliver to Parent updates to, or substitutions of, the Investor Disclosure Schedule solely with respect to matters related to Section 5 that arise after the date hereof, which updates or substitutions shall be clearly marked as such (with such updates and substitutions, the “Updated Investor Disclosure Schedule”). In the event that the Investor delivers an Updated Investor Disclosure Schedule within three (3) days of any scheduled Closing Date hereunder, Parent shall be entitled to extend, by written notice to the Investor, the scheduled Closing Date to the third day after it receives the Updated Investor Disclosure Schedule and any information regarding the updates reasonably requested by Parent, or if such day is not a business day, to the next business day. The delivery by the Investor of the Updated Investor Disclosure Schedules shall not prejudice any rights of any Parent Indemnified Person hereunder, including (i) the right to claim that the representations and warranties of the Investor, when made on the date hereof, were inaccurate or false, (ii) the right to claim that the covenants and agreements of the Investor contained herein were breached or (iii) the right to seek indemnification pursuant to Section 9 hereof. The Updated Investor Disclosure Schedule shall be deemed to modify and qualify any applicable the representations and warranties made as of the date of Closing Date and replace for such purpose, in whole or in part as the Updated Disclosure Schedule; provided thatcase may be, with respect to any information disclosed in the Updated Disclosure Schedule, if Relief shall consummate the Transactions at the Closing in accordance with this Agreement, Relief shall have irrevocably waived any right to assert after Closing that the failure of NRx to disclose any such information disclosed in the Updated Investor Disclosure Schedule in the Disclosure Schedule constituted a breach by NRx of any representation or warranty and to make any indemnification claim pursuant to this Agreement in respect of previously delivered hereunder for such breachpurposes.