Updating of Disclosure Schedules. Seller shall notify Purchaser in writing of any material changes, additions, or events occurring after the date of this Agreement which require a representation and warranty of Seller (other than any representations or warranties in Sections 2.6 and 2.11) to be supplemented with a new Schedule or cause any material change in or addition to a Schedule promptly after Seller becomes aware of the same by delivery of such new Schedule or appropriate updates to any such Schedule (each, an “Updated Disclosure Schedule”) to Purchaser. Each Updated Disclosure Schedule shall (i) expressly state that it is being made pursuant to this Section 4.1(c), (ii) specify the representations and warranties to which it applies and (iii) describe in reasonable detail the changes, additions or events to which it relates. No Updated Disclosure Schedule delivered pursuant to this Section 4.1(c) shall be deemed to cure any breach of any representation or warranty unless Purchaser specifically agrees thereto in writing or, as provided in and subject to Article 5, consummates the Closing under this Agreement after receipt of such written notification, nor shall any such Updated Disclosure Schedule be considered to constitute or give rise to a waiver by Purchaser of any condition set forth in this Agreement, unless Purchaser specifically agrees thereto in writing or consummates the Closing under this Agreement after receipt of such written notification.
Updating of Disclosure Schedules. At any time up to two Business Days prior to the Closing Date, PBF Energy and the Partnership shall supplement in writing any information furnished on their respective Disclosure Schedules to reflect post-signing developments and matters that have come to the Knowledge of PBF Energy or the Partnership, as the case may be, which if not included on a Disclosure Schedule would constitute a breach of this Agreement by such Party, by furnishing such supplemented information to the other Party pursuant to the notice provisions contained herein; provided, however, that no such supplement of the Disclosure Schedules shall have any effect for purposes of determining the satisfaction of the conditions set forth in Article VIII; and provided, further, that if (a) a Party so furnishes supplemental information, (b) the absence of such information would have resulted in a breach of any representation or warranty under this Agreement and (c) the Closing occurs, then such information shall be deemed to amend this Agreement and the Disclosure Schedules for all other purposes hereunder, including the entitlement to indemnification under Article IX.
Updating of Disclosure Schedules. Not later than the fifth business day prior to the scheduled Closing Date, the Company shall provide updated disclosure schedules to Parent reflecting any developments between the date hereof and the Closing Date which are expected to cause any of the representations of the Company set forth herein to be inaccurate or incomplete in any respect as of the Closing. Delivery of such updated disclosure schedules shall not be deemed to update, modify or amend in any respect the representations and warranties of the Company for purposes of Section 7.04, save in respect of such matters as fall within the exclusions from the definition of "Company Material Adverse Effect" set forth in Section 13.1, and, subject to the foregoing exception, Parent shall retain all of its rights under Section 7.04 based on the representations and warranties of the Company contained herein, as modified by the disclosure schedules delivered on the date hereof. If Parent elects to consummate the Closing notwithstanding the matters disclosed on such updated disclosure schedules, then the representations and warranties of the Company and shall be deemed modified for purposes of Article IX solely to the extent of matters that both (a) are expressly disclosed on the respective updated schedules and (b) relate solely to matters intervening between the date hereof and the Closing Date that cause a representation which is true and correct as of the date hereof not to be correct when given as of the Closing Date. The modification provided for in the preceding sentence shall not apply to a matter insofar as knowledge acquired between the date hereof and Closing causes a representation or warranty to be known to have been incorrect as of the date hereof.
Updating of Disclosure Schedules. Seller shall notify Purchasers in writing of any material changes, additions, or events occurring after the date of this Agreement which require a representation and warranty of Seller (other than any representations or warranties in Sections 2.6, 2.7 and 2.11, which, for clarity, may not be updated by Seller) to be supplemented with a new Schedule or cause any material change in or addition to a Schedule promptly after Seller becomes aware of the same by delivery of such new Schedule or appropriate updates to any such Schedule (each, an “Updated Disclosure Schedule”) to Purchaser. Each Updated Disclosure Schedule shall (i) expressly state that it is being made pursuant to this Section 4.1(c), (ii) specify the representations and warranties to which it applies and (iii) describe in reasonable detail the changes, additions or events to which it relates. No Updated Disclosure Schedule delivered pursuant to this Section 4.1(c) shall be deemed to cure any breach of any representation or warranty made to any Purchaser unless such Purchaser specifically agrees thereto in writing or, as provided in and subject to Article 5, consummates the Closing under this Agreement after receipt of such written notification, nor shall any such Updated Disclosure Schedule be considered to constitute or give rise to a waiver by either of the Purchasers of any condition set forth in this Agreement, unless such Purchaser specifically agrees thereto in writing or consummates the Closing under this Agreement after receipt of such written notification.
Updating of Disclosure Schedules. The Company shall prepare and deliver an updated version of the Company Disclosure Schedule (the “Updated Company Disclosure Schedule”) and all schedules and exhibits thereto to include all information necessary to make the representations and warranties of the Company contained in this Agreement, as supplemented by the Updated Company Disclosure Schedule, accurate as of the Closing Date. The Company shall deliver a reasonably complete version of the Updated Company Disclosure Schedule to Purchaser approximately five (5) days prior to Closing. Purchaser shall prepare and deliver an updated version of the Purchaser Disclosure Schedule (the “Updated Purchaser Disclosure Schedule”) and all schedules and exhibits thereto to include all information necessary to make the representations and warranties of Purchaser contained in this Agreement, as supplemented by the Updated Purchaser Disclosure Schedule, accurate as of the Closing Date. Purchaser shall deliver a reasonably complete version of the Updated Purchaser Disclosure Schedule to the Company approximately five (5) days prior to Closing.
Updating of Disclosure Schedules. Final versions of the Parent Disclosure Schedules and Chaparral Disclosure Schedules shall have been delivered by the appropriate Party to the other Parties hereto and such schedules shall have been certified as the final, true, correct and complete schedules of such Party.
Updating of Disclosure Schedules. From the date of this Agreement until the Effective Time, Bingxxx xxx Merger Sub shall have updated all of the Schedules to this Agreement and shall have promptly notified Bank of any changes or additions or events which may cause any material change or addition to any such Schedules or in any representation or warranty made pursuant to Section 4.02. Subject to the other provisions of this Section 6.02(d), neither the immediately preceding sentence nor any notice by Bingxxx xx Merger Sub pursuant to this Section 6.02(d) shall be deemed in any way to constitute a waiver by Bank of the condition set forth in Section 6.02(a).
Updating of Disclosure Schedules. From the date hereof until the Closing Date, the Company and Seller shall keep updated on a reasonably timely basis the Company Disclosure Schedule and shall promptly notify Buyer of any changes or additions or events which may, after the lapse of time, cause any change or addition in the Company Disclosure Schedule. From the date hereof until the Closing Date, Buyer shall keep updated on a reasonably timely basis Buyer Disclosure Schedule and shall promptly notify Seller of any changes or additions or events which may, after the lapse of time, cause any change or addition to Buyer Disclosure Schedule. Any such updates, changes or additions to the Company or Buyer Disclosure Schedules with respect to any matter hereafter arising shall be deemed to have cured any inaccuracy in or breach of any representation or warranty made in this Agreement, except (a) for purposes of determining whether or not the conditions set forth in Section 6.2 or 7.2 have been satisfied or (b) to the extent such inaccuracy or breach would not have resulted in a failure of the conditions set forth in Section 6.2 or 7.2 to be satisfied.
Updating of Disclosure Schedules. Each Shareholder and the Company, jointly and severally, agree that during the period from the date of this Agreement through the earlier to occur of (x) the Closing Date and (y) the date on which this Agreement is terminated in accordance with the provisions of Section 10.01 hereof, the Company will promptly notify the Purchaser of (i) any and all information, facts, events, circumstances, issues or other matters that existed as of the date of this Agreement that should have been set forth or described in the schedules to this Agreement required or provided for under Articles V or VI of this Agreement as of the date of this Agreement by delivery of appropriate updates to the Schedules attached to this Agreement setting forth such information, facts, events, circumstances, issues or other matters, and (ii) any and all information, facts, events, circumstances, issues or other matters arising after the date of this Agreement which, if existing on the date of this Agreement, would have been required to be set forth or described in the schedules to this Agreement required or provided for under Articles V and VI hereof, in each case, by delivery of appropriate updates to the Schedules attached to this Agreement setting forth such information, facts, events, circumstances, issues or other matters, in each case, no later than two Business Days prior to the scheduled Closing Date (any such updates to the Schedules being referred to herein as “Schedule Updates”).
Updating of Disclosure Schedules. In the event of any action, event, occurrence or circumstance arising in the ordinary course of business consistent, if applicable, with past practices following the date hereof which results in the breach or inaccuracy of any representation or warranty of SemStream or NGL Subsidiary set forth in Article III or Article IV, respectively, the applicable Party shall promptly notify the other Party of such breach or inaccuracy and shall have been deemed to have amended such Party’s Disclosure Schedules by giving such written notice to the other Party thereof. In any such event, the notifying Party’s liability for inaccuracy or breach of any representation or warranty set forth herein after the Closing Date shall be determined by reference to such Party’s Disclosure Schedules at the time of the Closing after giving effect to any such changes.
