Common use of Updated Disclosure Schedules Clause in Contracts

Updated Disclosure Schedules. Seller shall have the right (but not the obligation), no later than five Business Days prior to the Closing Date, to deliver an updated Disclosure Schedule to Purchaser (an “Updated Disclosure Schedule”). Any additional disclosures provided in such Updated Disclosure Schedule that were not set forth in the Disclosure Schedule delivered by Seller to Purchaser on the Effective Date shall be deemed to have qualified the representations and warranties made by Seller as of the Closing Date (and to cure any inaccuracy in such representations and warranties as of the Closing Date that would otherwise have existed) and be taken into account solely for the purpose of determining whether the representations or warranties made by the Seller in ARTICLE 3 are true and correct as of the Closing (and, for the avoidance of doubt, not as of the Effective Date) for purposes of Seller’s indemnity pursuant to ARTICLE 8 and, for the avoidance of doubt, shall not be taken into account for the purpose of determining whether the condition to the Closing set forth in Section 6.1(b) has been satisfied. The right to deliver an Updated Disclosure Schedule shall be at Seller’s sole discretion, and the failure of Seller to deliver an Updated Disclosure Schedule hereunder (or to otherwise notify Purchaser in the event a representation or warranty made by Seller hereunder is or becomes untrue) shall not constitute a breach of this Agreement or give rise to any Liability of Seller (other than pursuant to the indemnity obligations set forth in ARTICLE 8 in the event of an inaccuracy of the representations and warranties made by Seller in ARTICLE 3).

Updated Disclosure Schedules. Seller At any time prior to the Closing, Sellers shall be entitled to deliver to Buyer and MTC updates to, or substitutions of, the Disclosure Schedules; provided, that such updates or substitutions are clearly marked as such and are addressed to Buyer at the address listed in Section 13.01. In the event that Sellers deliver updated or substitute Disclosure Schedules within three Business Days of any scheduled closing date, Buyer and MTC shall be entitled to extend, by written notice to Sellers, the scheduled closing date to the third Business Day after it receives the updated or substitute Disclosure Schedules, or if such day is not a Business Day, to the next Business Day. The delivery by Sellers of updated or substitute Disclosure Schedules shall not prejudice any rights of Buyer and MTC under this Agreement, including the right to claim that the representations and warranties of Sellers, when made on the date of this Agreement, were untrue. Notwithstanding the foregoing, in the event Sellers deliver updated or substituted Disclosure Schedules, and as a result of such updated or substituted Disclosure Schedules the closing condition set forth in Section 10.02(a)(ii) is not satisfied, Buyer shall have the right (but not the obligation), no later than five to terminate this Agreement by written notice to Seller within three Business Days prior to the Closing Dateafter delivery of such updated or substituted Disclosure Schedules (or if such day is not a Business Day, to deliver an updated Disclosure Schedule to Purchaser (an “Updated Disclosure Schedule”). Any additional disclosures provided in such Updated Disclosure Schedule that were not set forth in the Disclosure Schedule delivered by Seller to Purchaser on the Effective Date next Business Day); provided, that unless any representation or warranty of Sellers updated by such updated or substituted Disclosure Schedules shall be deemed to have qualified been untrue when made on the representations date of this Agreement, Buyer and warranties made by Seller as MTC shall have no claim for Damages or any other remedy against Sellers arising out of the Closing Date (and to cure any inaccuracy in such representations and warranties as of other than the right to terminate this Agreement pursuant to this Section 10.04; and provided further, that if Buyer and MTC shall consummate the Closing Date that would otherwise have existed) and be taken into account solely for the purpose of determining whether the representations or warranties made by the Seller in ARTICLE 3 are true and correct as of the Closing (and, for the avoidance of doubt, not as of the Effective Date) for purposes of Seller’s indemnity pursuant to ARTICLE 8 and, for the avoidance of doubt, shall not be taken into account for the purpose of determining whether notwithstanding the condition to the Closing closing set forth in Section 6.1(b) has been satisfied. The right to deliver an Updated 10.02(a)(ii), the updated or substitute Disclosure Schedule Schedules shall be at Seller’s sole discretionreplace, and in whole or in part as the failure of Seller to deliver an Updated case may be, the Disclosure Schedule Schedules previously delivered hereunder (or to otherwise notify Purchaser in the event a representation or warranty made by Seller hereunder is or becomes untrue) shall not constitute a breach of this Agreement or give rise to any Liability of Seller (other than pursuant to the indemnity obligations set forth in ARTICLE 8 in the event of an inaccuracy of the representations and warranties made by Seller in ARTICLE 3)for all purposes.

Updated Disclosure Schedules. Seller shall have the right (but not the obligation), no later than five Business Days At any time prior to the Closing, each Parent shall be required to deliver to the other Parent notice (a “Disclosure Notice”) of any event or circumstance that (i) was required to be disclosed on the Disclosure Schedules as of the date of this Agreement, but which such Parent failed to so disclose and/or (ii) occurs after the date of this Agreement but on or before the Closing DateDate that would have been required to be disclosed on the Disclosure Schedules on the date of this Agreement had such event or circumstance existed on the date of this Agreement. Disclosure Notices shall be delivered promptly following the date on which the Parent obtains knowledge of the existence of an applicable event or circumstance, must be clearly marked as such and must be addressed to the other Parent at the addresses listed in Section 13.01. In the event any Parent delivers a Disclosure Notice within three days of any date scheduled for Closing, the other Parent shall be entitled to extend, by written notice to the updating Parent, the scheduled date for Closing to the third day after it receives the Disclosure Notice, or if such day is not a Business Day, to deliver an updated the next Business Day. Except for those representations, warranties, covenants or other agreements that provide for the ability of a Party to update its respective Disclosure Schedule to Purchaser (an “Updated Schedules for specified purposes, a Disclosure Schedule”). Any additional disclosures provided in such Updated Disclosure Schedule that were not set forth in the Disclosure Schedule Notice delivered by Seller to Purchaser on the Effective Date a Parent shall be deemed to have qualified been delivered solely for informational purposes and shall not be deemed to update the Disclosure Schedules or cure any breach of any representation, warranty, covenant or other agreement for any purposes under this Agreement (including for purposes of Sections 10.02 and 10.03 and Article XI) or to prejudice any rights of the other Parent under this Agreement, including the right to claim that the representations and warranties of the updating Parent, when made on the date of this Agreement or as of the Closing Date, were untrue, or that any condition to Closing was unfulfilled. Notwithstanding anything to the contrary contained herein, and without any further action by Seller the Parties, the Disclosure Schedules shall be deemed to have been updated as of the Closing Date (and to cure any inaccuracy reflect changes in such representations and warranties as the identity of the Closing Date that would otherwise have existed) and be taken into account solely for parties referenced therein resulting from the purpose of determining whether the representations or warranties made by the Seller in ARTICLE 3 are true and correct as of the Closing (and, for the avoidance of doubt, not as of the Effective Date) for purposes of Seller’s indemnity pursuant to ARTICLE 8 and, for the avoidance of doubt, shall not be taken into account for the purpose of determining whether the condition to the Closing set forth in Section 6.1(b) has been satisfied. The right to deliver an Updated Disclosure Schedule shall be at Seller’s sole discretion, and the failure of Seller to deliver an Updated Disclosure Schedule hereunder (or to otherwise notify Purchaser in the event a representation or warranty made by Seller hereunder is or becomes untrue) shall not constitute a breach of this Agreement or give rise to any Liability of Seller (other than pursuant to the indemnity obligations set forth in ARTICLE 8 in the event of an inaccuracy of the representations and warranties made by Seller in ARTICLE 3)Reorganizations.

Updated Disclosure Schedules. At any time prior to the Closing, Seller shall be entitled to deliver to Purchaser and Guarantor updates to, or substitutions of, the Disclosure Schedules; provided, that such updates or substitutions are clearly marked as such and are addressed to Purchaser and Guarantor at their respective addresses listed in Section 13.01. In the event that Seller delivers updated or substitute Disclosure Schedules within three days of any scheduled Closing Date, Purchaser and Guarantor shall be entitled to extend, by written notice to Seller, the scheduled Closing Date to the third day after receipt of the updated or substitute Disclosure Schedules, or if such day is not a Business Day, to the next Business Day. The delivery by Seller of updated or substitute Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Disclosure Schedules shall not prejudice any rights of Purchaser or Guarantor under this Agreement, including the right to claim that the representations and warranties of Seller, when made on the date of this Agreement, were untrue. Notwithstanding the foregoing, in the event Seller delivers updated or substituted Disclosure Schedules, and as a result of such updated or substituted Disclosure Schedules the closing condition set forth in Section 10.02(a)(ii) is not satisfied, Purchaser shall have the right to terminate this Agreement by written notice to Seller within three days after delivery of such updated or substituted Disclosure Schedules (but or if such day is not the obligation)a Business Day, no later than five Business Days prior to the Closing Date, to deliver an updated Disclosure Schedule to Purchaser (an “Updated Disclosure Schedule”). Any additional disclosures provided in such Updated Disclosure Schedule that were not set forth in the Disclosure Schedule delivered by Seller to Purchaser on the Effective Date next Business Day); provided, that unless any representation or warranty of Seller updated by such updated or substituted Disclosure Schedules shall be deemed to have qualified been untrue when made on the representations and warranties made by date of this Agreement, neither Purchaser nor Guarantor shall have any claim for Damages or any other remedy against Seller as arising out of the Closing Date (and to cure any inaccuracy in such representations and warranties as of other than the right to terminate this Agreement pursuant to this Section 10.04; and provided further, that if Purchaser and Guarantor shall consummate the Closing Date that would otherwise have existed) and be taken into account solely for the purpose of determining whether the representations or warranties made by the Seller in ARTICLE 3 are true and correct as of the Closing (and, for the avoidance of doubt, not as of the Effective Date) for purposes of Seller’s indemnity pursuant to ARTICLE 8 and, for the avoidance of doubt, shall not be taken into account for the purpose of determining whether notwithstanding the condition to the Closing closing set forth in Section 6.1(b) has been satisfied. The right to deliver an Updated 10.02(a)(ii), the updated or substitute Disclosure Schedule Schedules shall be at Seller’s sole discretionreplace, and in whole or in part as the failure of Seller to deliver an Updated case may be, the Disclosure Schedule Schedules previously delivered hereunder (or to otherwise notify Purchaser in the event a representation or warranty made by Seller hereunder is or becomes untrue) shall not constitute a breach of this Agreement or give rise to any Liability of Seller (other than pursuant to the indemnity obligations set forth in ARTICLE 8 in the event of an inaccuracy of the representations and warranties made by Seller in ARTICLE 3)for all purposes.

Updated Disclosure Schedules. Seller shall have The Disclosure Schedules are attached to this Agreement as of the right execution of this Agreement. Not more than two (but not the obligation), no later than five 2) Business Days prior to the Closing DateClosing, the Company will provide to deliver an the Purchaser replacement Disclosure Schedules, updated Disclosure Schedule and revised as necessary from the version attached as of the execution of this Agreement, excluding any Schedules that are made with respect to Purchaser (an “Updated Disclosure Schedule”specific dates, which are not required to be updated. Solely for purposes of Section 4.01(a). Any additional disclosures provided in such Updated Disclosure Schedule that were not set forth in , no update or revision to any part of the Disclosure Schedule delivered by Seller Schedules pursuant to Purchaser on the Effective Date this Section 7.07 shall be deemed to cure any breach of any representation or warranty that was untrue when made or subsequently has become untrue, unless the Purchaser specifically agrees thereto in writing. For all other purposes hereof (including Article IX), the delivery of any such updated Disclosure Schedules will be deemed to have qualified cured any misrepresentation or breach of representation or warranty that otherwise might have existed hereunder if not for such update, and the representations and warranties made by Seller Purchaser Parties shall not have any claim (whether for indemnification or otherwise) against the Escrow Amount, the Company, its Subsidiaries or the Equityholder Parties for any such breach or misrepresentation, in each case, except to the extent such representation or warranty was untrue as of the Closing Date (and to cure any inaccuracy in such representations and warranties date hereof as a result of circumstances existing as of the Closing Date that would otherwise have existed) and date hereof or to the extent such representation or warranty was known to be taken into account solely for the purpose of determining whether the representations or warranties made untrue by the Seller in ARTICLE 3 are true and correct Company as of the Closing (and, for the avoidance of doubt, not as date hereof. Failure to provide any such updated disclosure shall be deemed a breach of the Effective Date) for purposes of Seller’s indemnity pursuant to ARTICLE 8 and, for the avoidance of doubt, shall not be taken into account for the purpose of determining whether the condition to the Closing set forth in Section 6.1(b) has been satisfied. The right to deliver an Updated Disclosure Schedule shall be at Seller’s sole discretion, and the failure of Seller to deliver an Updated Disclosure Schedule hereunder (or to otherwise notify Purchaser in the event a representation or warranty made by Seller to which such variance relates hereunder is or becomes untrue) and shall not constitute in no event be deemed a breach of this Agreement a covenant or give rise to any Liability of Seller (other than pursuant to the indemnity obligations set forth in ARTICLE 8 in the event of an inaccuracy of the representations and warranties made by Seller in ARTICLE 3)agreement.

Updated Disclosure Schedules. Seller shall have Within sixty (60) days prior to the right (Closing Date but not the obligation), no later than five Business Days thirty (30) days prior to the Closing Date, to Seller shall deliver an updated Disclosure Schedule to Purchaser updated Schedules to ARTICLE III and ARTICLE IV (an the “Updated Disclosure ScheduleSchedules”), which shall be updated solely to reflect any matters arising from circumstances first occurring after the date of this Agreement and prior to the delivery of the Updated Schedules (such date, the “Updated Schedules Date”); provided, that the Updated Schedules may be further supplemented to reflect any matter that occurs after the Updated Schedules Date but prior to the Closing and such disclosures shall be included in the definition of Updated Schedules. Any additional Notwithstanding anything set forth herein to the contrary, any new disclosures provided in such Updated Disclosure Schedule that were not set forth in the Disclosure Schedule delivered by Seller to Purchaser on the Effective Date Updated Schedules shall be deemed to have qualified the representations and warranties made by Seller as cured any breach of the Closing Date (and to cure any inaccuracy in such representations and warranties as of the Closing Date that would otherwise have existed) and be taken into account solely for the purpose of determining whether the representations or warranties made by the Seller in ARTICLE 3 are true and correct as of the Closing (and, for the avoidance of doubt, not as of the Effective Date) for purposes of Seller’s indemnity pursuant to ARTICLE 8 and, for the avoidance of doubt, shall not be taken into account for the purpose of determining whether the condition to the Closing set forth in Section 6.1(b) has been satisfied. The right to deliver an Updated Disclosure Schedule shall be at Seller’s sole discretion, and the failure of Seller to deliver an Updated Disclosure Schedule hereunder (or to otherwise notify Purchaser in the event a representation or warranty made by Seller hereunder is or becomes untrue) shall not constitute a breach solely for the purposes of this Agreement or give rise to any Liability of Seller (other than pursuant to the indemnity obligations closing conditions set forth in ARTICLE 8 in VII but such new disclosures shall not be deemed to have cured any breach of any representation or warranty made by Seller for the event purposes of an inaccuracy indemnification pursuant to ARTICLE IX, other than disclosures of any actions taken by Seller or the Company with Purchaser’s written consent or that do not require Purchaser’s consent pursuant to this Agreement, including Section 6.02, which disclosures shall be deemed to have cured any breach of Seller’s representations and warranties made by Seller in for all purposes of this Agreement, including for purposes of ARTICLE 3)VII and ARTICLE IX.