Common use of Updates to Disclosure Schedules Clause in Contracts

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. Seller maywill notify Buyer in writing of, no later than one (1) business day before and contemporaneously will provide Buyer with true and complete copies of, any and all information or documents relating to any event, transaction or circumstance, as soon as practicable after it becomes known to Seller, occurring after the date of this Agreement that renders or will render untrue any representation or warranty of Seller files a notice contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance, in each case specifying with particularity the Bankruptcy Court with respect representation and warranty affected in an updated Disclosure Schedule; provided, however, that updates to the Disclosure Schedules shall only be permitted in connection with such events, transactions contemplated by or circumstances that occur after the date of this Agreement Agreement. Any update given pursuant to this Section 5.12 shall be disregarded for purposes of Section 7.1 and by the Asset Purchase AgreementSection 10.1(i), deliver to the Buyer revised versions of any or all of except as follows. If (i) the Real Estate Disclosure Schedule occurrence of the event, transaction or circumstance reflected in any such update would cause any representation or warranty of Seller contained in this Agreement to be untrue at Closing and (ii) the Disclosure Schedule (as defined if such failure would, individually or in the Asset Purchase Agreement) (collectivelyaggregate, 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 reasonably be expected to 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 an adverse effect on the Garland Business (as defined in financial condition, results of operations or condition of Seller, the Asset Purchase Agreement) Acquired Assets or the operation thereof after the Closing Date (with (a) and (b) being collectively referred to herein as the “Material Deviations”)Business, then Purchaser may, within five (5) business days in an amount in excess of 1% of the receipt Purchase Price, Seller shall be entitled to confirm to Buyer that as a result of the Revised Schedulesevent, transaction or circumstance contained in such update Buyer may terminate this Agreement upon pursuant to Section 12.1(e). If Buyer does not exercise such right of termination prior to the Closing pursuant to written notice to Seller to such effect, then such supplemental disclosure shall modify the Seller; provided, further, that the Inventory representation and the Excluded Inventory (as those terms are described warranty of Seller identified in such update effective at 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 Closing for purposes of indemnification under Section 10.1(i) (but not be changed from for indemnification for any such matters under any other section hereof). Seller may update Schedule 3.7 to reflect Consumer Claims arising in the Inventory and Excluded Inventory draft Disclosure Schedule provided by Seller to Buyer on Ordinary Course of Business after the date hereof unless hereof, and 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 update shall be deemed to have approved modify Schedule 3.7 as of the Revised Schedules in full, including all Material Deviations, and the Material Deviations shall be considered for purposes of Section 14.1.1Closing.