Updates of Schedules. Notwithstanding anything to the contrary in this Master Purchase and Sale Agreement, Seller shall have the right to amend and supplement any schedule, or provide new schedules, to this Master Purchase and Sale Agreement from time to time without Purchaser’s consent if such schedule needs to be amended, supplemented or provided to maintain the truth or accuracy of the applicable representation or warranty or the information disclosed therein, including, without limitation, Schedule 3.3.5 attached hereto (provided, however, that the aggregate Purchase Price and the aggregate Deposit shall not change as a result thereof), (ii) Seller did not have Knowledge as of the Effective Date of the matter being disclosed in such amendment, supplement, or new schedule, or (iii) Seller has paid any amount listed thereon. If Seller make any amendment or supplement to the schedules, or provide a new schedule, after the expiration of the Due Diligence Period (a “Post Due Diligence Disclosure”), then (A) the Post Due Diligence Disclosure shall constitute a Purchaser Closing Condition Failure if, and only if, the corresponding representation or warranty to which the Post Due Diligence Disclosure relates would be untrue or incorrect in the absence of the Post Due Diligence Disclosure and would result in a material adverse effect on the conduct of the Business upon the Closing, and (B) if Purchaser proceeds to Closing notwithstanding the Post Due Diligence Disclosure, the corresponding representation or warranty to which the Post Due Diligence Disclosure relates shall be deemed qualified by the Post Due Diligence Disclosure for the purposes of limiting the defense and indemnification obligations of Seller under this Master Purchase and Sale Agreement. Without limitation of the foregoing, the parties acknowledge and agree that the ratio between the Existing Financing and the Cash Consideration may change, and Schedule 3.3.5 attached hereto may be amended to reflect such change, so long as any changes does not affect the aggregate Purchase Price described in this Master Purchase and Sale Agreement.
Updates of Schedules. Notwithstanding anything to the contrary in this Agreement, Seller shall have the right to amend and supplement any schedule to this Agreement without Purchaser’s consent from time to time to the extent that such schedule needs to be amended or supplemented to maintain the truth or accuracy of the applicable representation or warranty or the information disclosed therein by providing a written copy of such amendment or supplement to Purchaser, provided that such update or supplement is due to the occurrence of events or changes in circumstances that are permitted to occur hereunder. If Seller makes any amendment or supplement to the schedules after the Effective Date (a “Post-Execution Disclosure”), then (A) such Post-Execution Disclosure shall constitute a Purchaser Closing Condition Failure if, and only if, the corresponding representation or warranty or other information would be untrue or incorrect in any material respect in the absence of such Post-Execution Disclosure which is amended or supplemented by such Post-Execution Disclosure and would result in a material adverse effect to Purchaser’s ownership of the Property or the conduct of the Business upon Closing (meaning it would result in Purchaser incurring additional expenses or liabilities in the amount of $2,000,000.00 or more), provided that any Post-Execution Disclosure that has an effect of less than $2,000,000 shall result in a pro tanto reduction of the Purchase Price as set forth in Section 9.2.3 and (B) if Purchaser proceeds to Closing notwithstanding such Post-Execution Disclosure, the corresponding representation, warranty or other information shall be deemed qualified by such Post-Execution Disclosure for the purposes of limiting the defense and indemnification obligations of Seller under this Agreement. For purposes of Section 9.2.1, Section 9.2.3, and this Section 16.14 nothing will be considered an amendment or supplement to any schedule to this Agreement unless it is in writing signed by Seller and is specifically identified as an “official amendment or supplement” to the Agreement.
Updates of Schedules. The Seller shall promptly amend and supplement any Schedule to this Agreement as to the Cypress Assets from time to time prior to Closing to the extent that (i) such Schedule needs to be amended or supplemented to maintain the truth or accuracy of the applicable representation or warranty or the information disclosed therein, and (ii) the Seller did not have Seller’s Knowledge as of the time the original Schedule was delivered to the Purchaser of the matter being disclosed in such amendment or supplement by providing a written copy of such amendment or supplement to the Purchaser. If the Seller makes any amendment or supplement to the schedules after the date of this Agreement (a “Post-Execution Disclosure”), then so long as said Post-Execution disclosure is accepted by the Purchaser in the Purchaser’s sole discretion (A) such Post-Execution Disclosure shall, only if it is material, constitute a Purchaser’s Closing Condition Failure pursuant to Section 7.4 and (B) if the Purchaser proceeds to Closing notwithstanding such Post-Execution Disclosure, the corresponding representation, warranty or other information shall be deemed qualified by such Post-Execution Disclosure for the purposes of limiting the defense and indemnification obligations of the Seller under this Agreement.
Updates of Schedules. Seller shall have the right to amend and supplement any schedule, or provide a new schedule, to this Contract from time to time without Purchaser’s consent to the extent that (i) such schedule needs to be amended, supplemented, or provided to maintain the truth or accuracy of the applicable Seller’s Representation or the information disclosed therein, and (ii) such Seller did not have knowledge as of the Effective Date of the matter being disclosed in such amendment, supplement, or new schedule provided, however, that any amendment or supplement to the schedules to this Contract shall have no effect for the purposes of determining whether the condition in Section 8.1.2 has been satisfied, but shall have effect only for the purposes of limiting the defense and indemnification obligations of the Seller for the inaccuracy or untruth of the representation or warranty qualified by such amendment or supplement following the Closing in the event Purchaser does not exercise its right to terminate this Contract. In addition, nothing shall be deemed to limit Purchaser’s rights hereunder in the event the amendment or supplement to the schedules is a result of a default in Seller’s covenants and obligations hereunder.
Updates of Schedules. (a) Within seven Business Days after the last day of each calendar month and within five Business Days prior to the expected Closing Date, Seller Parties shall prepare and deliver to Buyer a supplement to SECTIONS 3.15(a), 3.15(b), 3.15(c), 3.15(d), 3.15(f), 3.15(g), 3.15(i), 3.15(j), 3.15(k), 3.15(m), 3.15(s), 3.16(a), 3.17(a), 3.19(a) and 3.22(c) OF SELLER PARTIES DISCLOSURE SCHEDULE to reflect all Contracts entered into following the date hereof that constitute Assumed Contracts pursuant to SECTIONS 2.3(a), 2.3(b), 2.3(c), 2.3(d), 2.3(f), 2.3(g), 2.3(i), 2.3(j), 2.3(k), 2.3(o), 2.3(q), 2.3(r) and 2.3(s). Seller Parties shall provide copies of all such Contracts to Buyer concurrently with each such supplement and other information related thereto requested by Buyer and shall further supplement the Seller Parties Disclosure Schedule to include any information omitted therein or to reflect Contracts entered into by Seller Entities after the delivery thereof and which are Assumed Contracts or Assumed Leases.
(b) Promptly upon becoming aware thereof, Seller Parties shall prepare and deliver to Buyer a supplement to SECTION 3.13(a) OF SELLER PARTIES DISCLOSURE SCHEDULE to reflect 76 all Actions to which any Seller Party is a party following the date hereof that constitute Assumed Liabilities pursuant to SECTION 2.5(a)(iv).
(c) From time to time promptly upon becoming aware thereof, Seller Parties shall supplement or amend the Seller Parties Disclosure Schedule with respect to any matter (i) which may arise hereafter and which, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described in the Seller Parties Disclosure Schedule or (ii) which makes it necessary to correct any information in the Seller Parties Disclosure Schedule or in any representation and warranty of the parties herein.
(d) Notwithstanding the foregoing, for purposes of determining the accuracy of the representations and warranties of the parties contained in this Agreement, the Seller Parties Disclosure Schedule on the date hereof shall be deemed to include only that information contained therein on the date of this Agreement and the supplements thereto pursuant to clause (a) above and shall be deemed to exclude any other information contained in any subsequent supplement or amendment thereto.
Updates of Schedules. The Company may, from time to time after the date hereof but not later than five business days before the Closing Date, prepare and deliver to Parent updates to one or more of the Company Schedules disclosing any changes thereto required in respect of matters not known to the Company on or prior to the date hereof. In the event the Closing does not occur, the initial Company Schedules shall constitute the Company Schedules to be used in determining any inaccuracy in, or breach of, any representations or warranties of the Company pursuant to Section 8.2. In the event the Closing occurs, the final versions of the Company Schedules as of the Closing Date shall supersede the initial Company Schedules and shall constitute the definitive Company Schedules for all purposes of Article VIII.
Updates of Schedules. The Co-Administrative Agent shall have received updated versions of Schedules 3.8(a)(i) and 3.8(a)(ii) and 3.17 reflecting the information relating to such Picture pertinent to such Schedules.
Updates of Schedules. Equipe and the Founders may, from time to time after the date hereof but not later than five days before the Closing Date, prepare and deliver to PRI updates to one or more of the Schedules hereto disclosing any changes thereto required in respect of matters not known to Equipe or the Founders on or prior to the date of execution and delivery hereof. In the event the Closing does not occur, the initial Schedules shall constitute the Schedules to be used in determining any inaccuracy in, or breach of, any representations or warranties of Equipe and the Founders pursuant to Section 11.2. In the event the Closing occurs, the final versions of the Schedules as of the Closing Date shall supersede the initial Schedules and shall constitute the definitive Schedules for all purposes of Article 10.
Updates of Schedules. No later than five (5) Business Days prior to the Closing, Seller shall be entitled to deliver to Buyer and Parent an amendment of the Seller Disclosure Schedules delivered by Seller to Buyer and Parent under Article 2 to reflect any changes thereto that occurred or were discovered between the date of this Agreement and the Closing Date, and such amendment of the Seller Disclosure Schedules shall be deemed to be incorporated into such Schedules effective as of the date of this Agreement as if actually set forth therein on the date of this Agreement for purposes of determining whether the conditions contained in Section 6.2(a) have been satisfied; provided, however, that the Seller Disclosure Schedules shall not be deemed to have been so amended under this Section 4.9 for purposes of determining any liability of Seller to indemnify Buyer or Parent under Section 8.1(a) hereof, which liability (if any) shall be determined on the basis of the Schedules as originally delivered to Buyer and Parent on the date of this Agreement.
Updates of Schedules. Attached Schedules shall be updated periodically, as necessary, during the first ninety (90) days after Closing.
