Updates to Disclosure Schedules. At any time prior to the Closing, the MAMP Parties shall be entitled to deliver to the Company updates to, or substitutions of, the MAMP Disclosure Schedules to reflect facts occurring after the date of this Agreement. Any update to, or substitution of, the MAMP Disclosure Schedules with respect to facts occurring after the date of this Agreement will modify the corresponding MAMP Disclosure Schedule, qualify the representations and warranties in this Agreement corresponding to such MAMP Disclosure Schedule, and cure any inaccuracy in or breach of representation or warranty that otherwise would have existed had such matter not been disclosed.
Updates to Disclosure Schedules. Seller may, no later than one (1) business day before the date Seller files a notice with the Bankruptcy Court with respect to the transactions contemplated by this Agreement and by the Asset Purchase Agreement, deliver to the Buyer revised versions of any or all of (i) the Real Estate Disclosure Schedule or (ii) the Disclosure Schedule (as defined in the Asset Purchase Agreement) (collectively, the “Revised Schedules”), with any changes through such date duly marked thereon; provided, that in the event that the Revised Schedules contain any disclosure or change that (a) should have been but was not shown on the Disclosure Schedules as of the date hereof and (b) is reasonably likely to result in a material adverse effect on the Garland Business (as defined in the Asset Purchase Agreement) or the operation thereof after the Closing Date (with (a) and (b) being collectively referred to herein as the “Material Deviations”), then Purchaser may, within five (5) business days of the receipt of the Revised Schedules, terminate this Agreement upon written notice to the Seller; provided, further, that the Inventory and the Excluded Inventory (as those terms are described and defined further in the Asset Purchase Agreement and Schedule 1.2(b) and Schedule 1.3(h) to the Asset Purchase Agreement) as of the Effective Date shall not be changed from the Inventory and Excluded Inventory draft Disclosure Schedule provided by Seller to Buyer on the date hereof unless such change is mutually agreed upon in writing by Seller and Buyer. If Purchaser does not terminate this Agreement within such five (5) business day period, then Purchaser shall be deemed to have approved the Revised Schedules in full, including all Material Deviations, and the Material Deviations shall be considered for purposes of Section 14.1.1.
Updates to Disclosure Schedules. The Company hereby represents and warrants to Acquiror and Merger Sub that, except as set forth in a supplement to the Company Disclosure Schedules delivered to Acquiror and Merger Sub in connection with the execution and delivery of this Amendment, since the date of the Agreement, the Company has not become aware of any fact, condition or occurrence that would require any change in the Company Disclosure Schedules previously delivered to Acquiror and Merger Sub as of the date of the Agreement for the Company to be in compliance with Section 6.8 of the Agreement (provided that the reference to “Breach” therein shall be qualified with “material” for this purpose), or otherwise to prevent such Company Disclosure Schedules from being materially misleading to Acquiror and Merger Sub, in each case as of the date hereof. Acquiror and Merger Sub hereby represent and warrant to the Company that, except as set forth in a supplement to the Acquiror Disclosure Schedules delivered to the Company in connection with the execution and delivery of this Amendment, since the date of the Agreement, Acquiror and Merger Sub have not become aware of any fact, condition or occurrence that would require any change in the Acquiror Disclosure Schedules previously delivered to the Company as of the date of the Agreement for Acquiror to be in compliance with Section 7.3 of the Agreement (provided that the reference to “Breach” therein shall be qualified with “material” for this purpose), or otherwise to prevent such Acquiror Disclosure Schedules from being materially misleading to the Company, in each case as of the date hereof.
Updates to Disclosure Schedules. The Company and the Seller shall supplement the information set forth in the Company and Seller Disclosure Schedule with respect to any matter hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Company and Seller Disclosure Schedule or that is necessary to correct any information in the Company and Seller Disclosure Schedule or in any representation or warranty of the Company and the Seller which has been rendered inaccurate in a material respect thereby within five days following delivery by Seller of the Exercise Notice to Nant Health. The Company and the Seller may further update the Company and Seller Disclosure Schedule as to new matters arising after a Company and Seller Disclosure Schedule has been delivered, up to the Closing Date. The final Company and Seller Disclosure Schedule and all supplements and updates thereto shall be referred hereto collectively as the “Final Company and Seller Disclosure Schedule.” The Final Company and Seller Disclosure Schedule shall qualify and limit all representations and warranties of the Company and the Seller made as of the Closing and each reference to the “Company and Seller Disclosure Schedule” in Article IV shall be deemed to be a reference to the Final Company and Seller Disclosure Schedule for purposes of the Company’s and the Seller’s representations and warranties to be made at the Closing Date.
Updates to Disclosure Schedules. Upon delivery of any duly completed and executed Pledge Supplement in accordance with the terms hereof, the applicable Schedules hereto shall be deemed to have been updated as provided therein. Except as otherwise set forth herein, the Grantors may execute at any time and deliver to the Collateral Agent and the Administrative Agent a completed and executed Pledge Supplement.
Updates to Disclosure Schedules. From time to time prior to and up to three (3) days prior to the Closing Date, Avista shall provide written notice to NorthWestern of any fact, matter, condition, event or circumstance that occurs following the date of this Agreement and that, individually or in the aggregate, renders Avista unable, without amending the Disclosure Schedules, to satisfy the condition precedent under Section 3.4(b) (each, an “Update”). For the avoidance of doubt, the delivery of documents to NorthWestern or Avista, as applicable, shall not constitute written notice of an Update. In the event that NorthWestern does not terminate this Agreement pursuant to Section 9.1(d)(i) following delivery of such Update, then Avista shall be permitted to update the applicable Schedule(s) to properly reflect the fact, matter, condition, event or circumstance disclosed to NorthWestern in such Update, and the applicable representations and warranties of Avista set forth in this Agreement made following the Update shall be subject to the Schedules attached hereto, as modified or amended by such Update, for purposes of satisfying the conditions to Closing set forth in Section 3.4; provided, that, if the Closing occurs, such Update shall not be deemed to have modified the Schedules for purposes of determining whether there has been a breach of the applicable representations and warranties related to Avista’s indemnification obligations in Article 8.
Updates to Disclosure Schedules. (a) Seller Parties shall, within thirty (30) days from the Effective Date, finalize and deliver to Buyer, Schedules 2.8, 3.1(a), 3.3, 3.4, 3.5(a), 3.5(b), 3.6(a), 3.6(b), 3.6(c), 3.7(b)(i), 3.7(b)(ii), 3.8, 3.9(a), 3.9(b), 3.11(a), 3.11(f), 3.12(a), 3.12(b), 3.12(c), 3.12(d), 3.13(a), 3.13(d), 3.13(e), 3.14(a), 3.14(b), 3.16(a), 3.16(b), 3.16(e), 3.18(a), 3.18(b), 3.19, 3.20(a), 3.20(b), 3.20(c), 3.21, 3.22, 3.23, 3.24(c), 3.24(d) and 5.7 (the “Initial Schedule Update”) in form and substance reasonably satisfactory to Buyer. From and after the Effective Date until the Closing, Buyer may, in its sole discretion, update, amend or modify Schedules 0, 0 and 0 to reflect any facts, circumstances or events arising or becoming known to Buyer during the period subsequent to the Effective Date in connection with the Initial Schedule Update.
(b) Buyer shall, during the period following Buyer’s receipt of the Initial Schedule Update until June 15, 2021, have the option to notify Seller in writing of Buyer’s intention to terminate this Agreement by reason of any matter disclosed in the Initial Schedule Update unless an acceptable amendment, adjustment or other modification to this Agreement is made by written agreement of the Seller Parties and Buyer. If the Seller Parties and Buyer are unable to agree on such modification or adjustment within three (3) Business Days of such notice from Buyer, Buyer shall have the right, by written notice delivered to Seller at any time thereafter but prior to the Closing, either to (i) accept the Initial Schedule Update and proceed with the Closing notwithstanding the information disclosed in the Initial Schedule Update, or (ii) terminate this Agreement by delivery of written notice to Seller.
Updates to Disclosure Schedules. From time to time prior to and up to three (3) days prior to the Closing Date, Seller shall provide written notice to Buyer of any fact, matter, condition, event or circumstance that occurs following the date of this Agreement and that, individually or in the aggregate, renders Seller unable, without amending the Disclosure Schedules, to satisfy the condition precedent under Section 3.4(b) (each, an “Update”). For the avoidance of doubt, the uploading of documents to the electronic data site of Seller related to the Colstrip 4 Interests or other delivery of documents to Buyer or Seller, as applicable, shall not constitute written notice of an Update. In the event that Buyer does not terminate this Agreement pursuant to Section 9.1(d)(i) following delivery of such Update, then Seller shall be permitted to update the applicable Schedule(s) to properly reflect the fact, matter, condition, event or circumstance disclosed to Buyer in such Update, and the applicable representations and warranties of Seller set forth in this Agreement made following the Update shall be subject to the Schedules attached hereto, as modified or amended by such Update, for purposes of satisfying the conditions to Closing set forth in Section 3.4; provided, that, if the Closing occurs, such Update shall not be deemed to have modified the Schedules for purposes of determining whether there has been a breach of the applicable representations and warranties related to Seller’s indemnification obligations in ARTICLE 8.
Updates to Disclosure Schedules. Seller reserves the right to update the Disclosure Schedules attached to the Purchase Agreement at any time following the execution of this Amendment and prior to the Closing Date with respect to any matter first arising after the date of the Purchase Agreement. Any updates to the Schedules shall be made in writing and promptly delivered to Buyer. The updates shall clearly specify the changes being made and the reasons for such changes. Buyer shall not have the right to terminate the Purchase Agreement, to claim any breach of the Purchase Agreement, or to seek any remedy, whether in law or in equity, solely on the basis of any updates to the Schedules, unless such updates reflect the occurrence of a Material Adverse Effect, and, in such case, Buyer’s sole remedy shall be to terminate the Purchase Agreement. Any updates to the Schedules made in accordance with this provision shall be deemed to be a part of the Purchase Agreement as if they were included at the time of execution.
Updates to Disclosure Schedules. The Parties acknowledge and understand that the Disclosure Schedules, as of the date of execution of this Agreement, are not complete and, as such, from time to time prior to the Closing, the Equity Holders shall promptly complete, supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which they become aware after the date hereof, which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. Any supplement or amendment to the Disclosure Schedules shall be deemed to amend or modify the applicable representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or for determining whether or not the conditions set forth in Section 2.2 have been satisfied, as if the supplemented or amended Disclosure Schedules had been the original Disclosure Schedules to this Agreement.
