Common use of Updating Schedules Clause in Contracts

Updating Schedules. (a) The Company will, promptly upon becoming aware of any fact, matter, circumstance or event, which fact, matter, circumstance or event arose either (i) on or prior to the date hereof (a "Pre-signing Event") or (ii) after the date hereof but prior to the Closing (a "Post-Signing Event"), in any case, requiring supplementation or amendment of the schedules provided by the Company or any of its Subsidiaries attached hereto, supplement or amend such schedules to this Agreement to reflect any fact, matter, circumstance or event, which, if existing, occurring or known on the date of this Agreement, would have been required to be set forth or described in such schedules which were or have been rendered inaccurate thereby. All supplements and amendments to the schedules provided by the Company or any of its Subsidiaries are provided for the information of the Purchasers only and no such supplement or amendment to the schedules shall (i) amend or supplement the representations and warranties (and corresponding schedules) made as of the date hereof or (ii), have any effect for the purpose of determining (A) satisfaction of the conditions set forth in Article VIII hereof or (B) except as set forth in Section 7.1(a)(v), compliance by the Company with its covenants and agreements set forth herein. (b) Each Purchaser will, promptly upon becoming aware of any Pre-signing Event or Post-Signing Event requiring supplementation or amendment of the schedules provided by such Purchaser attached hereto, supplement or amend such schedules to this Agreement to reflect any fact, matter, circumstance or event, which, if existing, occurring or known on the date of this Agreement, would have been required to be set forth or described in such schedules which were or have been rendered inaccurate thereby. All supplements and amendments to the schedules provided by any Purchaser are provided for the information of the Company only and no such supplement or amendment to the schedules shall (i) amend or supplement the representations and warranties (and corresponding schedules) made as of the date hereof or (ii), have any effect for the purpose of determining (A) satisfaction of the conditions set forth in Article VIII hereof or (B) except as set forth in Section 7.1(b)(iv), compliance by any Purchaser with its covenants and agreements set forth herein.

Updating Schedules. (a) The Company GP, U.S. Propane and the Venturers will, promptly upon becoming aware of any fact, matter, circumstance or event, which fact, matter, circumstance or event arose either (i) on or prior to the date hereof (a "Pre-signing Event") or (ii) after the date hereof but prior to the Closing (a "Post-Signing Event"), in any case, requiring supplementation or amendment of the schedules provided by the Company or any Venturers in the Disclosure Schedules of its Subsidiaries attached heretothe Venturers, supplement or amend such schedules to this Agreement to reflect any fact, matter, circumstance or event, which, if existing, occurring or known on the date of this Agreement, would have been required to be set forth or described in such schedules which were or have been rendered inaccurate thereby. Notwithstanding the immediately preceding sentence, any such supplements or amendments must be made prior to such date on which the last of the conditions to Closing set forth in Sections 8.1 and 8.2 have been satisfied or waived by the party or parties entitled to waive the same, it being the intention of the parties that such schedules may not be amended within 72 hours prior to the Closing. All supplements and amendments to the schedules provided by the Company or any of its Subsidiaries Venturers are provided for the information of the Purchasers Acquirer only and no such supplement or amendment to the schedules shall (i) amend or supplement the representations and warranties (and corresponding schedules) made as of the date hereof or (ii), ) have any effect for the purpose of determining (A) satisfaction of the conditions set forth in Article VIII 8 hereof or (B) except as set forth in Section 7.1(a)(v), compliance by the Company GP, U.S. Propane and the Venturers with its their respective covenants and agreements set forth herein. (b) Each Purchaser will; provided, promptly upon becoming aware however, that if the Closing occurs the Disclosure Schedules as so supplemented or amended as of any the Closing with respect to Pre-signing Event or Signing Events and Post-Signing Event requiring supplementation or amendment of the schedules provided by such Purchaser attached hereto, supplement or amend such schedules to this Agreement to reflect any fact, matter, circumstance or event, which, if existing, occurring or known on the date of this Agreement, would have been required Events shall be deemed to be set forth the Disclosure Schedules for purposes of determining whether or described in such schedules which were or have been rendered inaccurate thereby. All supplements and amendments to the schedules provided by not any Purchaser are provided for the information breach of the Company only and no such supplement or amendment to the schedules shall (i) amend or supplement the representations and warranties (and corresponding schedules) made as of any of the date hereof or (ii), have any effect for the purpose of determining (A) satisfaction of the conditions set forth in Article VIII hereof or (B) except as set forth in Section 7.1(b)(iv), compliance by any Purchaser with its covenants and agreements set forth hereinVenturers has occurred.

Updating Schedules. (a) The Company willSelling Parties shall be entitled to update, promptly upon becoming aware amend or modify the Schedules to this Agreement set forth in Article IV of any fact, matter, circumstance or event, which fact, matter, circumstance or event arose either (i) on or prior to the date hereof (a "Pre-signing Event") or (ii) this Agreement after the date hereof but prior to the Closing Date (the "Update Period") to reflect factors, circumstances or events first arising or, in the case of representations and warranties given to the Selling Parties' Knowledge, becoming known to the Selling Parties during the Update Period by providing Silgan with written notice setting forth the update and specifying the Schedule to be updated thereby; provided, however, that if any such Schedules are updated, amended or modified in a "Post-Signing Event"manner that discloses any matter that, individually or in the aggregate with other such matters, has or would reasonably be expected to have a Material Adverse Effect, Silgan may immediately terminate this Agreement pursuant to Section 8.1(f). In addition, the Selling Parties shall update, amend or modify Schedules 1.1(A), in any case2.2(a)(ix), requiring supplementation or amendment of the schedules provided by the Company or any of its Subsidiaries attached hereto2.2(a)(xiv), supplement or amend such schedules 2.2(b)(xii), 2.2(b)(xiv) and 3.2(c) to this Agreement during the Update Period to reflect only changes in such Schedules for Contracts entered into, amended or terminated in accordance with their terms or assets acquired or disposed of, each during the Update Period and in the ordinary course of business and consistent with Section 6.1 hereof. To the extent any factsuch update pursuant to this Section 6.17 causes Silgan or an Acquired Company to incur a Loss and Silgan does not have the right to terminate this Agreement as hereinabove set forth, matterSilgan shall be entitled to seek indemnification for such Loss in accordance with Article X. Notwithstanding anything herein to the contrary, circumstance or event, which, if existing, occurring or known on in the date of event Silgan exercises its right to terminate this Agreement, would have been required to be Agreement as hereinabove set forth and the update, amendment or described in modification giving rise to such schedules which were termination relates to facts, circumstances or events first arising during the Update Period, the Selling Parties shall have been rendered inaccurate thereby. All supplements and amendments to the schedules provided by the Company or no liability for any of its Subsidiaries are provided for the information of the Purchasers only and no such supplement or amendment to the schedules shall (i) amend or supplement the representations and warranties (and corresponding schedules) made as of the date hereof or (ii), have any effect for the purpose of determining (A) satisfaction of the conditions set forth in Article VIII hereof or (B) except as set forth in Section 7.1(a)(v), compliance by the Company with its covenants and agreements set forth hereinLoss. (b) Each Purchaser will, promptly upon becoming aware of any Pre-signing Event or Post-Signing Event requiring supplementation or amendment of the schedules provided by such Purchaser attached hereto, supplement or amend such schedules to this Agreement to reflect any fact, matter, circumstance or event, which, if existing, occurring or known on the date of this Agreement, would have been required to be set forth or described in such schedules which were or have been rendered inaccurate thereby. All supplements and amendments to the schedules provided by any Purchaser are provided for the information of the Company only and no such supplement or amendment to the schedules shall (i) amend or supplement the representations and warranties (and corresponding schedules) made as of the date hereof or (ii), have any effect for the purpose of determining (A) satisfaction of the conditions set forth in Article VIII hereof or (B) except as set forth in Section 7.1(b)(iv), compliance by any Purchaser with its covenants and agreements set forth herein.

Updating Schedules. Prior to Closing, Seller shall (ain reasonable detail so that Buyer can understand the consequence thereof) The Company willin writing by notice to the Buyer supplement and/or otherwise amend the Lists and only those Schedules which relate to the matters contained in Articles III and IV hereof, promptly upon becoming aware including by the addition of new schedules with respect to any fact, matter, circumstance or event, representations and warranties of Seller in this Agreement for which fact, matter, circumstance or event arose either (i) on or prior to no schedule was provided as of the date hereof (a "Pre-signing Event") or (ii) such Schedules as supplemented and/or otherwise amended and any such new schedules, being collectively referred to herein as the “Updated Schedules”, and such Lists as supplemented and/or otherwise amended being referred to herein as the “Updated Lists”), in each case with respect to matters arising after the date hereof but prior to the Closing (a "Post-Signing Event"), in any case, requiring supplementation or amendment of the schedules provided by the Company or any of its Subsidiaries attached hereto, supplement or amend such schedules to this Agreement to reflect any fact, matter, circumstance or event, whichwhich matters, if existing, occurring or known on existing as of the date of this Agreement, would have been required to be set forth or described in such schedules which were or have been rendered inaccurate thereby. All supplements and amendments to the schedules provided by the Company or any of its Subsidiaries are provided for the information of the Purchasers only and no such supplement or amendment to the schedules shall (i) amend or supplement the representations and warranties (and corresponding schedules) made as of the date hereof or (ii), have any effect for the purpose of determining (A) satisfaction of the conditions set forth in Article VIII hereof such Schedules or (B) except as set forth in Section 7.1(a)(v)Lists; provided that the foregoing shall not apply with respect to any Schedule or potion of a List that relates solely to the date of this Agreement. Notwithstanding the foregoing, compliance by the Company with its covenants and agreements set forth herein. (b) Each Purchaser will, promptly upon becoming aware no Updated Schedule or Updated List shall be deemed to have cured any breach of any Pre-signing Event representation or Post-Signing Event requiring supplementation or amendment warranty made by Seller as of the schedules provided by such Purchaser attached hereto, supplement or amend such schedules to this Agreement to reflect any fact, matter, circumstance or event, which, if existing, occurring or known on the date of this Agreement, would have been unless Buyer otherwise consents in writing. Seller and Buyer acknowledge and agree that the inclusion of any item or statement in any Schedule, List, Updated Schedule or Updated List, which item or statement was not required to be set forth or described included in such schedules which were documents (because it does not meet a threshold amount for inclusion or have been rendered inaccurate thereby. All supplements and amendments to the schedules provided by for any Purchaser are provided for the information of the Company only and no such supplement or amendment to the schedules shall (i) amend or supplement the representations and warranties (and corresponding schedules) made as of the date hereof or (iiother reason), have shall not be construed to create any effect obligation to include any item or statement in the same or any different Schedule, List, Updated Schedule or Updated List, which item or statement is not required to be so included (because it does not meet a threshold amount for the purpose inclusion or for any other reason). Seller agrees to advise Buyer promptly in writing of determining (A) satisfaction any matter or occurrence of the conditions set forth which it has or obtains Knowledge, and Buyer agrees to advise Seller promptly in Article VIII hereof writing of any matter of which Buyer has knowledge, which, in either case, may constitute a breach by either Party of any representation, warranty or (B) except as set forth covenant contained in Section 7.1(b)(iv), compliance by any Purchaser with its covenants and agreements set forth hereinthis Agreement.

Updating Schedules. Prior to Closing, Seller shall (ain reasonable detail so that Buyer can understand the consequence thereof) The Company willin writing by notice to the Buyer supplement and/or otherwise amend the Material Contracts List and only those Schedules which relate to the matters contained in Articles III and IV hereof, promptly upon becoming aware including by the addition of new schedules with respect to any fact, matter, circumstance or event, representations and warranties of Seller in this Agreement for which fact, matter, circumstance or event arose either (i) on or prior to no schedule was provided as of the date hereof (a "Pre-signing Event") or (ii) such Schedules as supplemented and/or otherwise amended and any such new schedules, being collectively referred to herein as the “Updated Schedules,” and such Material Contracts List as supplemented and/or otherwise amended being referred to herein as the “Updated Material Contracts List”), in each case with respect to matters arising after the date hereof but prior to the Closing (a "Post-Signing Event"), in any case, requiring supplementation or amendment of the schedules provided by the Company or any of its Subsidiaries attached hereto, supplement or amend such schedules to this Agreement to reflect any fact, matter, circumstance or event, whichwhich matters, if existing, occurring or known on existing as of the date of this Agreement, would have been required to be set forth or described in such schedules which were or have been rendered inaccurate thereby. All supplements and amendments to the schedules provided by the Company or any of its Subsidiaries are provided for the information of the Purchasers only and no such supplement or amendment to the schedules shall (i) amend or supplement the representations and warranties (and corresponding schedules) made as of the date hereof or (ii), have any effect for the purpose of determining (A) satisfaction of the conditions set forth in Article VIII hereof such Schedules or (B) except as set forth in Section 7.1(a)(v)the Material Contracts List; provided that the foregoing shall not apply with respect to any Schedule or potion of the Material Contracts List that relates solely to the date of this Agreement. Notwithstanding the foregoing, compliance by the Company with its covenants and agreements set forth herein. (b) Each Purchaser will, promptly upon becoming aware no Updated Schedule or Updated Material Contracts List shall be deemed to have cured any breach of any Pre-signing Event representation or Post-Signing Event requiring supplementation or amendment warranty made by Seller as of the schedules provided by such Purchaser attached hereto, supplement or amend such schedules to this Agreement to reflect any fact, matter, circumstance or event, which, if existing, occurring or known on the date of this Agreement, would have been unless Buyer otherwise consents in writing. Seller and Buyer acknowledge and agree that the inclusion of any item or statement in any Schedule, Material Contracts List, Updated Schedule or Updated Material Contracts List, which item or statement was not required to be set forth or described included in such schedules which were documents (because it does not meet a threshold amount for inclusion or have been rendered inaccurate thereby. All supplements and amendments to the schedules provided by for any Purchaser are provided for the information of the Company only and no such supplement or amendment to the schedules shall (i) amend or supplement the representations and warranties (and corresponding schedules) made as of the date hereof or (iiother reason), have shall not be construed to create any effect obligation to include any item or statement in the same or any different Schedule, Material Contracts List, Updated Schedule or Updated Material Contracts List, which item or statement is not required to be so included (because it does not meet a threshold amount for the purpose inclusion or for any other reason). Seller agrees to advise Buyer promptly in writing of determining (A) satisfaction any matter or occurrence of the conditions set forth which it has or obtains Knowledge, and Buyer agrees to advise Seller promptly in Article VIII hereof writing of any matter of which Buyer has knowledge, which, in either case, may constitute a breach by either Party of any representation, warranty or (B) except as set forth covenant contained in Section 7.1(b)(iv), compliance by any Purchaser with its covenants and agreements set forth hereinthis Agreement.