Common use of Updates of Schedules Clause in Contracts

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 Master Purchase and Sale Agreement, Seller shall have the right to amend and supplement any schedule, or provide a new schedulesschedule, to this Master Purchase and Sale Agreement from time to time without Purchaser’s consent if to the extent that (i) such schedule needs to be amended, supplemented 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 makes any amendment or supplement to the schedules, or provide provides a new schedule, after the expiration of the Due Diligence Period (a “Post Due Diligence Disclosure”), then (A) the such Post Due Diligence Disclosure shall constitute a Purchaser Closing Condition Failure if, and only if, the corresponding representation or warranty to which the such Post Due Diligence Disclosure relates would be untrue or incorrect in the absence of the such Post Due Diligence Disclosure and would result in a material adverse effect on the Purchaser’s ownership of the Property or the conduct of the Business upon the Closing, and (B) if Purchaser proceeds to Closing notwithstanding the such Post Due Diligence Disclosure, the corresponding representation or warranty to which the such Post Due Diligence Disclosure relates shall be deemed qualified by the such 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 Master Purchase and Sale Agreement, Seller shall have the right to amend and supplement any schedule, or provide a new schedulesschedule, to this Master Purchase and Sale Agreement from time to time without Purchaser’s consent if to the extent that (i) such schedule 2230752.03F-NYCSR03A - MSW needs to be amended, supplemented supplemented, or provided to maintain the truth or accuracy of the applicable representation or warranty or the information disclosed thereintherein due to a change in facts or circumstances which is not otherwise a default under this Agreement, 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), or (ii) the underlying representation or warranty was qualified herein to Seller’s Knowledge and Seller did not have Knowledge as of the Effective Date of the matter being disclosed in such amendment, supplement, or new scheduleschedule (each, or (iii) Seller has paid any amount listed thereona “New Disclosure”). If Seller makes any such New Disclosure, then such New Disclosure shall be expressly permitted and shall in no event constitute a Seller Default; provided, however, that in the event any New Disclosure (a) would make Seller's representations and warranties as set forth in this Agreement incorrect in any amendment material respect as of the Closing, and (b) has or supplement could reasonably be expected to result in a monetary loss and/or loss of value with respect to the schedulesProperty that exceeds Two Hundred Thousand and 00/100 Dollars ($200,000.00) ((a) and (b), or provide a new schedulecollectively, after the expiration of the Due Diligence Period (a “Post Due Diligence DisclosureMateriality Threshold”), then (A) Purchaser shall have the Post Due Diligence right, exercisable by written notice delivered to Seller, as its sole and exclusive remedy, to treat such New Disclosure shall constitute as a Purchaser Closing Condition Failure, subject to Seller’s right to cure under the provisions of Section 13.2. Should Purchaser fail to deliver such written notice to Seller before the scheduled Closing Date, such failure shall conclusively mean that Purchaser has determined to waive such right and proceed to Closing without any credit against the Purchase Price on account of such New Disclosure. Should Purchaser elect not terminate this Agreement as a result of any New Disclosure (or not have the right to terminate this Agreement due to Purchaser’s failure to timely deliver written notice of a New Disclosure’s breach of the Materiality Threshold, Seller’s cure of the resulting Purchaser Closing Condition Failure ifor otherwise), Purchaser shall proceed to Closing notwithstanding any such New Disclosure without any credit against the Purchase Price on account of such New Disclosure, 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 such New Disclosure relates shall be deemed qualified by the Post Due Diligence such New 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 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 PurchaserBuyer’s consent if (a) 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 therein (provided, however, that the aggregate Purchase Price and the aggregate Deposit Xxxxxxx Money shall not change as a result thereof), ; (iib) Seller did not have Knowledge as of the Effective Date of the matter being disclosed in such amendment, supplement, or new schedule, ; or (iiic) 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 (Ai) the Post Due Diligence Disclosure shall constitute a Purchaser Buyer 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 Material Adverse Effect on the conduct of the Business upon the Closing, and (Bii) if Purchaser Buyer 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 However, a Material Adverse Effect described above in this Section 10.3 shall not be a Buyer Closing Condition Failure, if by the earlier of five (5) days after Buyer notifies Seller of the foregoingdiscovery of a Material Adverse Effect, or two (2) Business Days before the parties acknowledge scheduled Closing Date, Seller notifies Buyer and agree that Escrow Holder of Seller’s agreement to give Buyer a credit against 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 the amount of the excess of the Material Adverse Effect over one percent (1%) of the Purchase and Sale AgreementPrice (before adjustment for the credit).

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, schedule to this Master Purchase and Sale Agreement without Purchaser’s consent from time to time without Purchaser’s consent if to the extent that such schedule needs to be amended, amended or supplemented or provided to maintain the truth or accuracy of the applicable representation or warranty or the information disclosed thereintherein by providing a written copy of such amendment or supplement to Purchaser, including, without limitation, Schedule 3.3.5 attached hereto (provided, however, provided that such update or supplement is due to the aggregate Purchase Price and the aggregate Deposit shall not change as a result thereof), (ii) Seller did not have Knowledge as occurrence of the Effective Date of the matter being disclosed events or changes in such amendment, supplement, or new schedule, or (iii) Seller has paid any amount listed thereoncircumstances that are permitted to occur hereunder. If Seller make makes any amendment or supplement to the schedules, or provide a new schedule, schedules after the expiration of the Due Diligence Period Effective Date (a “Post Due Diligence Post-Execution Disclosure”), then (A) the Post Due Diligence such Post-Execution 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 or other information would be untrue or incorrect in any material respect in the absence of the Post Due Diligence such Post-Execution Disclosure which is amended or supplemented by such Post-Execution Disclosure and would result in a material adverse effect on 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 Closingamount 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 the Post Due Diligence such Post-Execution Disclosure, the corresponding representation representation, warranty or warranty to which the Post Due Diligence Disclosure relates other information shall be deemed qualified by the Post Due Diligence such Post-Execution Disclosure for the purposes of limiting the defense and indemnification obligations of Seller under this Master Purchase and Sale Agreement. Without limitation For purposes of the foregoingSection 9.2.1, the parties acknowledge and agree that the ratio between the Existing Financing and the Cash Consideration may changeSection 9.2.3, and Schedule 3.3.5 attached hereto may this Section 16.14 nothing will be amended considered an amendment or supplement to reflect such change, so long any schedule to this Agreement unless it is in writing signed by Seller and is specifically identified as any changes does not affect an “official amendment or supplement” to the aggregate Purchase Price described in this Master Purchase and Sale Agreement.. 16.15

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, schedule to this Master Purchase and Sale Agreement (other than Schedule 3.4) from time to time by providing a written copy of such amendment or supplement to Purchaser without Purchaser’s consent if to the extent that (i) such schedule needs to be amended, amended or 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 time the original schedule was delivered to Purchaser of the matter being disclosed in such amendmentamendment or supplement by providing a written copy of such amendment or supplement to Purchaser, supplement, or new schedule, or and (iii) the event or circumstances that results in the amendment or supplement to such schedule did not occur prior to the Effective Date (or, in the case of any representation or warranty which is qualified to the Seller’s Knowledge, Seller has paid any amount listed thereondid not have Knowledge of such event or circumstance prior to the execution of this Agreement). If Seller make makes any amendment or supplement to the schedules, schedules other than to reflect matters permitted under this Agreement or provide a new schedule, after the expiration of the Due Diligence Period for matters otherwise consented to by Purchaser (a “Post Due Diligence Execution Disclosure”), then within ten (10) Business Days of Purchaser’ receipt of Seller’s written notice hereof, Purchaser shall elect (as its sole right and remedy) by providing written notice to Seller to either (A) the Post Due Diligence Disclosure shall constitute terminate this Agreement pursuant to Section 13.2(iii) as a Purchaser Closing Condition Failure result of such Post-Execution Disclosure, if, and only if, the corresponding representation or warranty to which or other information (when taken individually or in the Post Due Diligence Disclosure relates aggregate with all other Post-Execution Disclosures) would be untrue or incorrect in any material respect in the absence of the such Post Due Diligence Execution Disclosure which is amended or supplemented by such Post Execution Disclosure and would result result, after Closing, in a material adverse effect on Purchaser or to Purchaser’s ownership of the Property or the 51 conduct of the Business upon or to the Closing, and value of the Property or the Business or (B) if Purchaser proceeds proceed to Closing (without any reduction, credit or offset to the Purchase Price) notwithstanding the such Post Due Diligence Execution Disclosure, the corresponding representation representation, warranty or warranty to which the Post Due Diligence Disclosure relates other information shall be deemed qualified by the such Post Due Diligence Execution Disclosure for the purposes of limiting the defense and indemnification obligations of Seller under this Master Purchase and Sale Agreement. Without limitation If Purchaser does not provide Seller with Purchaser’s written election within such time period, Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (B) 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 Agreementpreceding sentence.

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, schedule to this Master Purchase and Sale Agreement without Purchaser’s consent from time to time without Purchaser’s consent if to the extent that (i) such schedule needs to be amended, amended or 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 time the original schedule was delivered to Purchaser of the matter being disclosed in such amendment, supplement, amendment or new schedule, supplement by providing a written copy of such amendment or (iii) Seller has paid any amount listed thereonsupplement to Purchaser. If Seller make makes any such amendment or supplement to the schedules, or provide a new schedule, schedules after the expiration of the Due Diligence Period Effective Date (a “Post Post-Due Diligence Disclosure”), then (A) the Post such 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 or other information would be untrue or incorrect in any material respect in the absence of the Post such Post-Due Diligence Disclosure which is amended or supplement by such Post-Due Diligence Disclosure and would result in a material adverse effect on to Purchaser’s ownership of the Property or the conduct of the Business upon the Closing, and (B) if Purchaser proceeds to Closing notwithstanding the Post such Post-Due Diligence Disclosure, the corresponding representation representation, warranty or warranty to which the Post Due Diligence Disclosure relates other information shall be deemed qualified by the Post such 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 Master Purchase and Sale Agreement, Seller shall have the right to amend and supplement any schedule, or provide new schedules, schedule to this Master Purchase and Sale Agreement (other than Schedule 3.4) from time to time without Purchaser’s consent if to the extent that (i) such schedule needs to be amended, amended or 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 time the original schedule was delivered to Purchaser of the matter being disclosed in such amendment, amendment or supplement, by providing a written copy of such amendment or new schedulesupplement to Purchaser, or and (iii) the event or circumstances that results in the amendment or supplement to such schedule did not occur prior to the execution of this Agreement (or, in the case of any representation or warranty which is qualified to the Seller’s Knowledge, Seller has paid any amount listed thereondid not have Knowledge of such event or circumstance prior to the execution of this Agreement). If Seller make makes any amendment or supplement to the schedules, schedules other than to reflect matters permitted under this Agreement or provide a new schedule, after the expiration of the Due Diligence Period for matters otherwise consented to by Purchaser (a “Post Due Diligence Post-Execution Disclosure”), then then, within ten (10) Business Days of Purchaser’s receipt of Seller’s written notice hereof, Purchaser shall elect (as its sole right and remedy) by providing written notice to Seller to either (A) the Post Due Diligence terminate this Agreement pursuant to Section 13.2(iii) as a result of such Post-Execution Disclosure shall constitute a Purchaser Closing Condition Failure if, and only if, the corresponding representation or warranty to which or other information (when taken individually or in the Post Due Diligence Disclosure relates aggregate with all other Post-Execution Disclosures) would be untrue or incorrect in any material respect in the absence of the Post Due Diligence such Post-Execution Disclosure which is amended or supplemented by such Post-Execution Disclosure and would result result, after Closing, in a material adverse effect on to Purchaser’s ownership of the Property or the conduct of the Business upon or to the Closingvalue of the Property or the Business, and or (B) if Purchaser proceeds proceed to Closing (without any reduction, credit or offset to the Purchase Price) notwithstanding the Post Due Diligence such Post- Execution Disclosure, the corresponding representation representation, warranty or warranty to which the Post Due Diligence Disclosure relates other information shall be deemed qualified by the Post Due Diligence such Post-Execution Disclosure for the purposes of limiting the defense and indemnification obligations of Seller under this Master Purchase and Sale Agreement. Without limitation If Purchaser does not provide Seller with Purchaser’s written election within such time period, Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (B) 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 Agreementpreceding sentence.

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, schedule to this Master Purchase Agreement from and Sale Agreement after the Effective Date, from time to time time, without Purchaser’s consent if to the extent that (i) such schedule needs to be amended, amended or 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 time the original schedule was delivered to Purchaser of the matter being disclosed in such amendment, supplement, amendment or new schedule, supplement by providing a written copy of such amendment or (iii) Seller has paid any amount listed thereonsupplement to Purchaser. If Seller make makes any such amendment or supplement to the schedules, or provide a new schedule, schedules after the expiration of the Due Diligence Period (a “Post Post-Due Diligence Disclosure”), then (A) the Post such 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 or other information would be untrue or incorrect in any material respect in the absence of the Post such Post-Due Diligence Disclosure which is amended or supplemented by such Post-Due Diligence Disclosure and would result in a material adverse effect on Material Adverse Effect to Purchaser’s ownership of the Property or the conduct of the Business upon Closing, and Seller does not commit in writing to either cure the Closingmatters which are the subject of such Post-Due Diligence Disclosure or to provide a credit to Purchaser at Closing in the amount of the Material Adverse Effect resulting or likely resulting to Purchaser as a result of such Post-Due Due Diligence Disclosure as mutually agreed by Purchaser and Seller each acting in good faith, and (B) if Purchaser proceeds to Closing notwithstanding the Post such Post-Due Diligence DisclosureDisclosure without the same being cured by Seller or without receiving a credit for same from Seller at Closing, the corresponding representation representation, warranty or warranty to which the Post Due Diligence Disclosure relates other information shall be deemed qualified by the Post such Post-Due Diligence Disclosure for the purposes of limiting the defense and indemnification obligations of Seller under this Master Purchase Agreement; provided, however, should either (1) the Post-Due Diligence Disclosure be caused by the intentional breach or willful misconduct of Seller or another party reasonably under Seller’s control; or (2) Seller commits in writing to cure the matters that are the subject of such Post-Due Diligence Disclosure and Sale Agreement. Without limitation willfully or intentionally fails to do so, then in each case, Seller will be deemed to be in default of the foregoing, the parties acknowledge and agree that the ratio between the Existing Financing its obligations under this Agreement and the Cash Consideration may change, and Schedule 3.3.5 attached hereto may be amended provision of Section 13.1 shall apply in connection therewith (without any additional right of Seller to reflect such change, so long as any changes does not affect the aggregate Purchase Price described in this Master Purchase and Sale Agreementcure under Section 13.2 hereof).

Updates of Schedules. Notwithstanding anything to the contrary in this Master Purchase and Sale Agreement, Seller shall have the right to amend amend, modify and supplement any schedule, or provide new schedules, schedule to this Master Purchase and Sale Agreement from time to time without PurchaserBuyer’s consent if (other than Schedule I) at any time prior to the Closing Date to the extent that (i) such schedule needs to be amended, amended or 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 knowledge (as that phrase is qualified in Section 8 above) as of the Effective Date of time the original schedule was delivered to Buyer that the matter being disclosed in such amendment, supplement, amendment or new schedule, supplement by providing a written copy of such amendment or (iii) Seller has paid any amount listed thereonsupplement to Buyer. If Seller make makes any amendment or supplement to the schedules, or provide a new schedule, after the expiration of the Due Diligence Period schedules (a “Post Post-Due Diligence Disclosure”), then (A) the Post such Post-Due Diligence Disclosure shall constitute a Purchaser failure of a condition to Buyer’s obligation to proceed with Closing Condition Failure hereunder if, and only if, the corresponding representation or warranty to which the Post Due Diligence Disclosure relates or other information would be untrue or incorrect in any material respect in the absence of the Post such Post-Due Diligence Disclosure and would result in a material adverse effect on the conduct of the Business upon the Closingwhich is amended or supplement by such Post-Due Diligence Disclosure, and (B) if Purchaser Buyer proceeds to Closing notwithstanding the Post such Post-Due Diligence Disclosure, the corresponding representation representation, warranty or warranty to which the Post Due Diligence Disclosure relates other information shall be deemed qualified by the Post such 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 Master Purchase and Sale Agreement, Seller shall have the right to amend and supplement any schedule, or provide new schedules, schedule to this Master Purchase and Sale Agreement without Purchaser’s consent from time to time without Purchaser’s consent if to the extent that (i) such schedule needs to be amended, amended or 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 time the original schedule was delivered to Purchaser of the matter being disclosed in such amendment, supplement, amendment or new schedule, supplement by providing a written copy of such amendment or (iii) Seller has paid any amount listed thereonsupplement to Purchaser. If Seller make makes any amendment or supplement to the schedules, or provide a new schedule, schedules after the expiration of the Due Diligence Period (a “Post Due Diligence Disclosure”), then (A) the such 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 or other information would be untrue or incorrect in any material respect in the absence of the such Post Due Diligence Disclosure which is amended or supplemented by such Post Due Diligence Disclosure and would result in a material adverse effect on to Purchaser’s ownership of the Property or the conduct of the Business upon the Closing, and (B) if Purchaser proceeds to Closing notwithstanding the such Post Due Diligence Disclosure, the corresponding representation representation, warranty or warranty to which the Post Due Diligence Disclosure relates other information shall be deemed qualified by the such 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 Master Purchase and Sale Agreement, Seller shall have the right right, following prior written notice to Purchaser, to amend and supplement any schedule, or provide a new schedulesschedule, to this Master Purchase and Sale Agreement from time to time without Purchaser’s consent if (other than Schedule 3.4) to the extent that (i) such schedule needs to be amended, supplemented 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 makes any amendment or supplement to the schedules, or provide provides a new schedule, after the expiration of the Due Diligence Period Effective Date (a “Post Due Diligence Execution Disclosure”), then (A) the such Post Due Diligence Execution Disclosure shall constitute a Purchaser Closing Condition Failure if, and only if, Seller would be in breach of the corresponding representation or warranty to which the such Post Due Diligence Execution Disclosure relates would be untrue or incorrect in the absence of the such Post Due Diligence Execution Disclosure and all Post Execution Disclosures, aggregated, would result in a material adverse effect on the conduct Material Adverse Effect as of the Business upon the Closing, and (B) if Purchaser proceeds to Closing notwithstanding the such Post Due Diligence Execution Disclosure, the corresponding representation or warranty to which the such Post Due Diligence Execution Disclosure relates shall be deemed qualified by the such Post Due Diligence Execution Disclosure for the purposes of limiting the defense and indemnification obligations of Seller under this Master Purchase and Sale Agreement. Without limitation If Seller elects to make a Post Execution Disclosure, it shall make such Post Execution Disclosure promptly after obtaining Knowledge that such Post Execution Disclosure would need to be made in order to maintain the truth or accuracy of the foregoing, representation or warranty to which the parties acknowledge and agree that matter disclosed in 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 AgreementPost Execution Disclosure relates.

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, schedule to this Master Purchase and Sale Agreement without Purchaser’s consent from time to time without Purchaser’s consent if to the extent that such schedule needs to be amended, amended or supplemented or provided to maintain the truth or accuracy of the applicable representation or warranty or the information disclosed thereintherein by providing a written copy of such amendment or supplement to Purchaser, including, without limitation, Schedule 3.3.5 attached hereto (provided, however, provided that such update or supplement is due to the aggregate Purchase Price and the aggregate Deposit shall not change as a result thereof), (ii) Seller did not have Knowledge as occurrence of the Effective Date of the matter being disclosed events or changes in such amendment, supplement, or new schedule, or (iii) Seller has paid any amount listed thereoncircumstances that are permitted to occur hereunder. If Seller make makes any amendment or supplement to the schedules, or provide a new schedule, schedules after the expiration of the Due Diligence Period Effective Date (a “Post Due Diligence Post-Execution Disclosure”), then (A) the Post Due Diligence such Post-Execution 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 or other information would be untrue or incorrect in any material respect in the absence of the Post Due Diligence such Post-Execution Disclosure which is amended or supplemented by such Post-Execution Disclosure and would result in a material adverse effect on 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 Closingamount 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 the Post Due Diligence such Post-Execution Disclosure, the corresponding representation representation, warranty or warranty to which the Post Due Diligence Disclosure relates other information shall be deemed qualified by the Post Due Diligence such Post-Execution Disclosure for the purposes of limiting the defense and indemnification obligations of Seller under this Master Purchase and Sale Agreement. Without limitation For purposes of the foregoingSection 9.2.1, the parties acknowledge and agree that the ratio between the Existing Financing and the Cash Consideration may changeSection 9.2.3, and Schedule 3.3.5 attached hereto may this Section 16.14 nothing will be amended considered an amendment or supplement to reflect such change, so long any schedule to this Agreement unless it is in writing signed by Seller and is specifically identified as any changes does not affect an “official amendment or supplement” to the aggregate Purchase Price described in this Master Purchase and Sale Agreement.

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, schedule to this Master Purchase and Sale Agreement from time to time without Purchaser’s consent if to the extent that (a) such schedule needs to be amended, amended or 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), (iib) Seller did not have Knowledge as of the Effective Date time the original schedule was delivered to Purchaser of the matter being disclosed in such amendmentamendment or supplement by providing a written copy of such amendment or supplement to Purchaser, supplementand (c) the event or circumstances that results in the amendment or supplement to such schedule did not occur prior to the Effective Date (or, in the case of any representation or new schedulewarranty which is qualified to the Seller’s Knowledge, Seller did not have Knowledge of such event or (iii) Seller has paid any amount listed thereoncircumstance prior to the execution of this Agreement). If Seller make makes any amendment or supplement to the schedules, schedules other than to reflect matters permitted under the other Sections of this Agreement or provide a new schedule, after the expiration of the Due Diligence Period for matters otherwise consented to by Purchaser (a “Post Due Diligence Execution Disclosure”), then within ten (A10) the Post Due Diligence Disclosure Business Days of Purchaser’ receipt of Seller’s written notice hereof, Purchaser shall constitute elect (as its sole right and remedy) by providing written notice to Seller to either (i) terminate this Agreement pursuant to Section 13.2(c) as a Purchaser Closing Condition Failure result of such Post-Execution Disclosure, if, and only if, the corresponding representation or warranty to which the Post Due Diligence Disclosure relates would be untrue or incorrect new information (in the absence of the aggregate) disclosed in such Post Due Diligence Execution Disclosure and would result result, after Closing, in a material adverse effect on to Purchaser, including its ownership of the Property or the conduct of the Business upon or to the Closing, and value of the Property or the Business or (Bii) if Purchaser proceeds proceed to Closing (without any reduction, credit or offset to the Purchase Price) notwithstanding the such Post Due Diligence Execution Disclosure, in which event the corresponding representation representation, warranty or warranty to which the Post Due Diligence Disclosure relates other information shall be deemed qualified by the such Post Due Diligence Execution Disclosure for the purposes of limiting the defense and indemnification obligations of Seller under this Master Purchase and Sale Agreement. Without limitation If Purchaser does not provide Seller with Purchaser’s written election within such time period, Purchaser shall be deemed to have elected to terminate this Agreement pursuant to clause (i) 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 Agreementpreceding sentence.