Common use of Updates to Disclosure Schedules Clause in Contracts

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 hereby represents and warrants to Acquiror and Merger Sub that(a) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, except as set forth in a supplement to the Company Disclosure Schedules delivered to Acquiror and Merger Sub shall notify the Buyer in connection with the execution and delivery writing of this Amendmentany event, since condition, fact or circumstance of which it becomes aware that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in or material breach of any representation or warranty made by the Company in this Agreement, provided that, if any of the Company has not Members become aware of any factsuch event, condition condition, fact or occurrence circumstance, such Member shall promptly notify the Company and Parent thereof. If any event, condition, fact or circumstance that would require is required to be disclosed pursuant to this Section 4.3 requires any change in the Company Disclosure Schedules previously delivered to Acquiror and Merger Sub as of the date of the Agreement for Schedule, then the Company shall promptly deliver to be in compliance with Section 6.8 of the Agreement (provided that Buyer an update to the reference to “Breach” therein Disclosure Schedule specifying such change, which change shall be qualified with “material” incorporated into the Disclosure Schedule for all purposes of this purpose)Agreement, or otherwise subject to prevent such Company the provisions of Section 4.3(b) below. (b) If any change to the Disclosure Schedules from being materially misleading Schedule pursuant to Acquiror and Merger SubSection 4.3(a) constitutes a Material Adverse Change, in each case as of the date hereof. Acquiror and Merger Sub hereby represent and warrant Buyer may terminate this Agreement by providing written notice to the Company thatwithin two (2) Business Days of receipt of the updated Disclosure Schedule containing such change. If the Outside Date falls within such two-Business Day period, except as set forth in a supplement the Outside Date shall be extended to the Acquiror Disclosure Schedules delivered next Business Day following expiration of such two-Business Day period. If the Buyer does not terminate this Agreement within such two-Business Day period, such change to the Company in connection with Disclosure Schedule shall be incorporated into the execution and delivery Disclosure Schedule for all purposes 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 hereby represents and warrants (a) (i) MHR shall have the right (but not the obligation) to Acquiror and Merger Sub deliver to MSI, from time to time after the execution of this Agreement or the Initial Closing Date, but no later than the second Business Day prior to either the Initial Closing Date or the Second Closing Date, as applicable, a schedule of changes to any of the Disclosure Schedules relating to any representations or warranties in Article IV with respect to matters arising after the execution of this Agreement or the Initial Closing Date, as the case may be, 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 if existing at the date of the this Agreement, the Company has not become aware of any fact, condition would have been required to be set forth or occurrence that would require any change described in the Company Disclosure Schedules previously delivered in order to Acquiror make the applicable representations and Merger Sub warranties true and correct in all material respects as of the date hereof (each, an “Update Schedule”). Such Update Schedule shall be deemed to be incorporated into and to supplement and amend the Disclosure Schedules (and all references to the “Disclosure Schedules” in this Agreement shall include such Update Schedule to the extent applicable). To the extent that MHR determines that any such event, development or occurrence on or after the execution of this Agreement or the Initial Closing Date (and any such determination prior to the Initial Closing Date shall be made in good faith by MHR), as applicable, that is the subject of the Agreement for Update Schedule constitutes or relates to something that (either individually or in the Company aggregate with all or any other predecessor Update Schedule) would cause the representations and warranties contained in Article IV to not be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which event, development or occurrence would cause such representations and warranties to be not true and correct in compliance with Section 6.8 of the Agreement (provided that the reference to “Breach” therein shall be qualified with “material” for this purposeall respects), or otherwise to prevent then MHR will advise MSI in writing of such Company Disclosure Schedules from being materially misleading to Acquiror and Merger Sub, in each case as of determination at 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 time that such Update Schedule is delivered to MSI (any Update Schedule in which MHR provides MSI written notice of such determination, a “Material Update”). Upon MSI’s receipt of any Material Update, MSI shall have the Company in connection with the execution and delivery right to terminate Section 2.2 or Section 2.3 of this Amendment, since the date of the Agreement, Acquiror and Merger Sub have not become aware of as applicable, for all purposes without any fact, condition liability whatsoever to MSI 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), MHR or otherwise to prevent such Acquiror Disclosure Schedules from being materially misleading to the Company, in each case as of the date hereoftheir respective Affiliates.