Common use of Updating of Disclosure Schedules Clause in Contracts

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. Not later than the fifth business day prior (a) Seller shall notify Purchaser of any changes, additions, or events which may cause any change in or addition to the scheduled Closing Date, Disclosure Schedules delivered by Seller under this Agreement promptly after the Company shall provide updated disclosure schedules to Parent reflecting any developments between occurrence of the date hereof same and again at the Closing Date which are expected by delivery of appropriate updates to cause any all such Schedules. No notification of the representations of the Company set forth herein a change or addition to be inaccurate or incomplete in any respect as of the Closing. Delivery of such updated disclosure schedules a Disclosure Schedule made pursuant to this Section 4.9 shall not be deemed to update, modify cure any breach of any representation or amend warranty resulting from such change or addition unless in any respect such case Purchaser specifically agrees thereto in writing, nor shall any such notification be considered to constitute or give rise to a waiver by Purchaser of any condition set forth in this Agreement, unless in any such case Purchaser specifically agrees thereto in writing; provided, however, that, in the event Seller has so notified Purchaser by the delivery of appropriate updates to the Disclosure Schedules, and Purchaser proceeds with the Closing and does not terminate this Agreement, then Purchaser shall be deemed to have agreed to such revised Disclosure Schedule or to have waived such condition, as the case may be. In the event Purchaser does so agree in writing or is deemed to have so agreed by proceeding with the Closing, then the applicable Disclosure Schedule shall be deemed changed or modified or the condition waived, as the case may be, as set forth in the notification from Seller for all purposes of this Agreement. Nothing contained herein shall be deemed to create or impose on Purchaser any duty to examine or investigate any matter or thing for the purposes of verifying 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 made by Seller 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. Not later than the fifth business day prior to the scheduled Closing DateSeller shall notify Purchaser in writing of any material changes, the Company shall provide updated disclosure schedules to Parent reflecting any developments between additions, or events occurring after the date hereof of this Agreement and before the Closing Date which are expected require a representation and warranty of Seller for an Acquisition (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 representations of the Company set forth herein to be inaccurate or incomplete in any respect as of the Closing. Delivery same by delivery of such updated disclosure schedules new Schedule or appropriate updates to any such Schedule (each, an “Updated Disclosure Schedule”) to Purchaser. Each Updated Disclosure Schedule shall not be deemed (i) expressly state that it is being made pursuant to updatethis Section ‎4.1(c), modify or amend in any respect (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 the Purchaser with respect to an Acquisition unless the 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 Company for purposes Purchaser of Section 7.04, save in respect of such matters as fall within the exclusions from the definition of "Company Material Adverse Effect" any condition set forth in Section 13.1this Agreement with respect to an Acquisition, and, subject to unless 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 Purchaser specifically agrees thereto in writing or consummates the Closing notwithstanding the matters disclosed on under this Agreement after receipt of 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 hereofwritten notification.

Updating of Disclosure Schedules. Not later than the fifth business day prior (a) The Shareholders shall notify Purchaser of any changes, additions, or events which may cause any change in or addition to the scheduled Closing Date, Disclosure Schedules delivered by the Company shall provide updated disclosure schedules to Parent reflecting any developments between Shareholders under this Agreement promptly after the date hereof occurrence of the same and again at the Closing Date which are expected by delivery of appropriate updates to cause any all such Disclosure Schedules. No notification of the representations of the Company set forth herein a change or addition to be inaccurate or incomplete in any respect as of the Closing. Delivery of such updated disclosure schedules a Disclosure Schedule made pursuant to this Section 4.8 shall not be deemed to update, modify cure any breach of any representation or amend warranty resulting from such change or addition unless in any respect such case Purchaser specifically agrees thereto in writing, nor shall any such notification be considered to constitute or give rise to a waiver by Purchaser of any condition set forth in this Agreement, unless in any such case Purchaser specifically agrees thereto in writing; provided, however, that in the event the Shareholders have so notified Purchaser by the delivery of appropriate updates to the Disclosure Schedules, and Purchaser proceeds with the Closing and does not terminate this Agreement, then Purchaser shall be deemed to have agreed to such revised Disclosure Schedules or to have waived such condition, as the case may be. In the event Purchaser does so agree in writing or is deemed to have so agreed by proceeding with the Closing, then the applicable Disclosure Schedule shall be deemed changed or modified or the condition waived, as the case may be, as set forth in the notification from the Shareholders for all purposes of this Agreement. Nothing contained herein shall be deemed to create or impose on Purchaser any duty to examine or investigate any matter or thing for the purposes of verifying the representations and warranties of made by the Shareholders or 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.