Updating Disclosure Schedules. To the extent necessary to cause the representations and warranties set forth in Article IV to remain true, complete and accurate as of the Closing Date, the date of each and every Borrowing and the date of each issuance of a Letter of Credit, Borrowers shall update in writing any Schedules provided for in Article IV to the extent they have Knowledge of any circumstance which may have the effect of making any representation or warranty contained in Article IV untrue or incomplete in any material respect. The requirement of Borrowers to update the Schedules provided for herein shall not have the effect of a cure of any Event of Default occurring prior to any such update or existing at the time of any such update without the written waiver of such Event of Default by Bank.
Updating Disclosure Schedules. Between the date hereof and the Closing Date (the “Update Period”), Seller shall update, amend or supplement the Disclosure Schedules to this Agreement to reflect any event, effect, condition, change, development or occurrence first arising or first becoming known to Seller during the Update Period by providing Purchaser with written notice setting forth the proposed update and specifying the schedule or schedules to be updated thereby (each, a “Schedule Supplement”). In the event that such event, effect, condition, change, development or occurrence which is the subject of a Schedule Supplement would reasonably be expected to result in any of the conditions to Closing to not be capable of being satisfied and has not been cured by Seller within fifteen (15) Business Days after written notice thereof by Purchaser (or, if earlier, on or prior to the Outside Closing Date), then Purchaser shall have the right to terminate this Agreement upon written notice of termination delivered to the Seller not later than twenty (20) Business Days following Purchaser’s receipt of the applicable Schedule Supplement; provided, that if Purchaser has the right to, but does not elect to, terminate this Agreement and the Closing occurs, then (i) Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matters set forth in such Schedule Supplement, (ii) such Schedule Supplement shall be deemed to be incorporated into and to supplement, amend and modify the Disclosure Schedules, and (iii) Purchaser shall have irrevocably waived its rights to indemnification under Section 11.2 with respect to the matters set forth in such Schedule Supplement.
Updating Disclosure Schedules. To the extent necessary to cause the representations and warranties set forth in Article II to remain true, complete and accurate until the full and final payment, and satisfaction and discharge, of all obligations of Borrower to Bank subject to this Agreement, Borrower and Guarantor shall update in writing any Schedules provided for in Article II to the extent they have knowledge of any circumstance which may have the effect of making any representation or warranty contained in Article II untrue or incomplete in any material respect. The requirement of Borrower and Guarantor to update the Schedules provided for herein shall not have the effect of a cure of any Event of Default occurring prior to any such update or existing at the time of any such update without the written waiver of such Event of Default by Bank.
Updating Disclosure Schedules. To the extent necessary to cause the representations and warranties set forth in Article IV to remain true, complete and accurate as of the Closing Date, the date of each and every Borrowing, the date of each issuance of a Letter of Credit, and the date on which each Compliance Certificate is due in accordance with Section 5.3(c) hereof, Borrowers shall update in writing any Schedules provided for in Article IV to the extent it has Knowledge of any circumstance which may have the effect of making any representation or warranty contained in Article IV untrue or incomplete in any material respect. The requirement of Borrowers to update the Schedules provided for herein shall not have the effect of a cure of any Event of Default occurring prior to any such update or existing at the time of any such update without the written waiver of such Event of Default by Bank.
Updating Disclosure Schedules. Prior to the Closing, each party hereto shall promptly notify the other parties in writing by a supplement or amendment of the schedules to this Agreement referenced in Articles III, IV and V to reflect any matter which as of the date of this Agreement was unknown to or not intentionally or deliberately withheld by any Seller, in the case of any supplement or amendment prepared by a Seller, or the Purchaser, in the case of a supplement or amendment prepared by the Purchaser, or, in any such case, which arose after the date of this Agreement, and, if existing, occurring or known on the date of this Agreement, would have been required to be set forth or described by such party in the schedules to this Agreement referenced in Articles III, IV and V or which is necessary to correct any information in a schedule to this Agreement referenced in Articles III, IV and V which was or has been rendered materially inaccurate thereby and was not deliberately or intentionally withheld from disclosure by the party or parties responsible for such schedule; it being understood and agreed that the delivery of such information shall not in any manner constitute a waiver of any representations or warranties made herein or any of the conditions precedent to the Closing hereunder; provided that, if the Closing occurs, any supplement or amendment of the schedules to this Agreement will be effective to cure and correct for all purposes any breach of any representation or warranty which would have existed by reason of the party which made such supplement or amendment not having made such supplement or amendment.
Updating Disclosure Schedules. During the period between the date of this Agreement and the earlier of the Closing Date or the termination of this Agreement, each of the parties shall revise and supplement its Disclosure Schedule to ensure that such Disclosure Schedule remains accurate and complete. Notwithstanding anything to the contrary contained in this Agreement, supplementation of such Disclosure Schedule following the execution of this Agreement will not be deemed a modification of that party’s representations or warranties contained herein.
Updating Disclosure Schedules. The Company shall have the right to update Disclosure Schedules to:
(a) add a Material Contract to Schedule 4.9, but only to the extent such Material Contract (i) was inadvertently omitted from the Disclosure Schedules as of the date hereof, and (ii) it does not impose any liability to the Company outside the ordinary course of business;
(b) revise Schedule 4.4 with respect to pending litigation to the extent the Company receives service of process after the date hereof, or any threatened litigation to the extent that the Company obtains Knowledge after the date hereof; provided, however, that any such matter shall be deemed to be Retained Litigation for purposes of this Agreement;
(c) revise Schedule 4.12 with respect to environmental permitting matters to the extent that the Company obtains Knowledge after the date hereof; provided, however, that any such matter shall be deemed to be Retained Environmental Obligation for purposes of this Agreement; and
(d) address matters that occur after the date hereof, but that are in compliance with the Company’s covenants set forth in Section 6.1. To the extent the Disclosure Schedules are updated in accordance with the foregoing, such update shall be deemed to have been accepted by the Parties, and may not be used to claim a breach of the underlying representation.
Updating Disclosure Schedules. At any time prior to the Closing the Seller shall be entitled to deliver to the Purchaser updates to or substitutions of the Disclosure Schedules provided that such updates or substitutions are clearly marked as such and are addressed to the Purchaser at the address listed in Section 13.01. In the event that the Seller delivers updated or substitute Disclosure Schedules on or after the third day before any scheduled closing date, the Purchaser shall be entitled to extend the scheduled closing date to the third day after it receives the updated or substitute Disclosure Schedule, or if such day is not a Business Day, to the next Business Day. The delivery by the Seller of updated or substitute Disclosure Schedules shall not prejudice any rights of the Purchaser under this Agreement, including but not limited to the right to claim that the representations and warranties of the Seller, when made on the date of this Agreement, were untrue; provided, however, that if the Purchaser decides not to assert any such claim and consummates the Closing, the updated or substitute Disclosure Schedules shall replace, in whole or in part as the case may be, the Disclosure Schedules previously delivered hereunder for all purposes.
Updating Disclosure Schedules. The Shareholders may update the Company Disclosure Schedules prior to the Closing to reflect (a) actions taken by the Shareholders or events occurring after the date of this Agreement, provided that such updates shall relate only to actions taken by the Shareholders or the Company that are permitted pursuant to this Agreement, or (b) to make any non-material corrections or changes.
Updating Disclosure Schedules. If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 7.4 would require a change to the Company Disclosure Schedules if the Company Disclosure Schedules were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to the Asset Purchaser and WESGEN an update to the Company Disclosure Schedules specifying such change and shall use its best efforts to remedy the same; provided, however, that no such update shall be deemed to supplement or amend the Company Disclosure Schedules for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement or (ii) determining whether any of the conditions set forth in Article VIII have been satisfied.
