Common use of Updating Schedules Clause in Contracts

Updating Schedules. Prior to Closing, Seller shall (in reasonable detail so that Buyer can understand the consequence thereof) in 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, including by the addition of new schedules with respect to any representations and warranties of Seller in this Agreement for which no schedule was provided as of the date hereof (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 of this Agreement which matters, if existing as of the date of this Agreement, would have been set forth in such Schedules or 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, no Updated Schedule or Updated Material Contracts List shall be deemed to have cured any breach of any representation or warranty made by Seller as of the date of this Agreement, 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 included in such documents (because it does not meet a threshold amount for inclusion or for any other reason), shall not be construed to create any 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 inclusion or for any other reason). Seller agrees to advise Buyer promptly in writing of any matter or occurrence of which it has or obtains Knowledge, and Buyer agrees to advise Seller promptly in 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 covenant contained in this Agreement.

Updating Schedules. Prior to From the date hereof until the Closing, Seller the Company shall (in reasonable detail so that Buyer can understand disclose to Parent and MergerSub any material variances from the consequence thereof) in 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, including by the addition of new schedules with respect to any representations and warranties of Seller contained in this Agreement for which no schedule was provided as of the date hereof (Article IV promptly upon discovery thereof. The Company shall promptly provide Parent and MergerSub with any supplemental information regarding such Schedules as disclosure that is reasonably requested. The applicable Schedule(s) shall be deemed supplemented and/or otherwise amended and by any such new schedules, being collectively referred disclosures that relate 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 of this Agreement which matters, if existing as of the date of this Agreement, would have been set forth in such Schedules or 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 occurrences subsequent to the date of this Agreement; the Schedules shall not be otherwise amended or supplemented by any such disclosures. Notwithstanding Such supplements, however, shall be not be given effect in determining whether the foregoingClosing condition contained in Section 7.2 has been satisfied. The satisfaction of such condition to Closing shall be based on the Schedules as delivered on the date of this Agreement without regard to such supplements. In the event such Closing condition is satisfied or waived by Parent and MergerSub, no Updated Schedule the right of Parent or Updated Material Contracts List MergerSub to recover under the indemnity provisions of Article IX shall be determined based upon the Schedules as so supplemented, which supplements shall be deemed to have cured cure and correct any breach of the representations and warranties contained in Article IV that would have existed in the absence thereof. In the case of any representation or warranty made matters disclosed by Seller as the Company that do not result in a supplement of the date Schedules as specified above, Parent and MergerSub will be entitled to seek recovery under the indemnity provisions of this Agreement, 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 included in such documents (because it does not meet a threshold amount for inclusion or Article IX for any other reason), shall not be construed to create any obligation to include any item or statement in breach of 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 inclusion or for any other reason). Seller agrees to advise Buyer promptly in writing of any matter or occurrence of which it has or obtains Knowledge, representations and Buyer agrees to advise Seller promptly in 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 covenant warranties contained in this AgreementArticle IV related to or arising from such matters so disclosed.

Updating Schedules. Prior (a) From the date hereof up and until the Closing Date, Sellers shall disclose to Closing, Seller shall Buyers in writing (in reasonable detail so that Buyer can understand the consequence thereofform of an updated Seller Disclosure Schedule) any material variances from the disclosures provided by Sellers in writing by notice to the Buyer supplement and/or otherwise amend Seller Disclosure Schedule in connection with the Material Contracts List representations and only those Schedules which relate to the matters warranties contained in Articles III and IV Article 3 promptly upon discovery thereof (“Updated Disclosure”), which shall include (i) any matter first existing or occurring following the date hereof, including by the addition of new schedules with respect to any representations the existence of which a Seller has Knowledge, and warranties of Seller in this Agreement for which no schedule was provided as of that (1) if existing or occurring at or prior to the date hereof hereof, would have been required to be set forth or described in the Seller Disclosure Schedule, or (such Schedules as supplemented and/or otherwise amended and 2) is necessary to correct any such new schedulesinformation in the Seller Disclosure Schedule that has been rendered inaccurate thereby or (ii) any matter that, being collectively referred to herein as the “Updated Schedules,” and such Material Contracts List as supplemented and/or otherwise amended being referred Sellers’ Knowledge, arose prior to herein as the “Updated Material Contracts List”), in each case with respect to matters arising after the date of this Agreement which matters, if existing as of the date of this Agreement, would have been and was not previously set forth in such Schedules or the Material Contracts List; provided that Seller Disclosure Schedule. Such Updated Disclosure shall amend and supplement the foregoing shall not apply with respect to any Seller Disclosure Schedule or potion of the Material Contracts List that relates solely to delivered on the date of this Agreementhereof. Notwithstanding the foregoing, no Buyers shall have ten (10) days to review any such Updated Disclosure, together with the Seller Disclosure Schedule or and any and all previously provided Updated Material Contracts List Disclosures (notwithstanding the fact that Buyers may have previously reviewed and accepted any such previous Updated Disclosures), to determine if such Updated Disclosure together with any and all previously provided Updated Disclosures would, if in effect on the Closing Date, prevent satisfaction of the closing conditions in Section 6.2(a). During such ten (10) day review period and notwithstanding any cure period that may be applicable pursuant to Section 7.1, Buyers may, at their sole discretion, terminate this Agreement pursuant to the provisions of Section 7.1 (to the extent entitled to do so pursuant to Section 7.1). If Buyers do not provide Sellers with a termination notice prior to the end of such ten (10) day review period, Buyers shall be deemed to have cured waived their right to terminate this Agreement, solely with respect to such Updated Disclosure unless additional Updated Disclosures are provided. If any breach of any representation or warranty made by Seller as of Updated Disclosures include information which needed to be disclosed on the date hereof for the representations and warranties contained in Article 3 to have been true and correct on the date hereof (whether or not Buyers elects to terminate this Agreement pursuant to this provisions of this Section 5.10(a), then for purposes of determining Buyers’ indemnification rights under this Agreement, the Seller Disclosure Schedule shall not be deemed to be amended or supplemented by such Updated Disclosures and unless this Agreement is terminated pursuant to Section 7.1 (or the transactions contemplated herein fail to close, in which case such Updated Disclosures shall not limit or modify Buyers’ remedies for breach of this Agreement, unless Buyer otherwise consents in writing. Seller and Buyer acknowledge and agree that ) Buyers shall be entitled to indemnification for Losses resulting from 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 breach to be included in such documents (because it does not meet a threshold amount for inclusion or for any other reason), shall not be construed to create any 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 inclusion or for any other reason). Seller agrees to advise Buyer promptly in writing of any matter or occurrence of which it has or obtains Knowledge, and Buyer agrees to advise Seller promptly in 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 covenant contained extent set forth in this Agreement.

Updating Schedules. Prior The Selling Parties shall be entitled to Closingupdate, Seller shall (amend or modify the Schedules to this Agreement set forth in reasonable detail so that Buyer can understand Article IV of this Agreement after the consequence thereof) in writing by notice date hereof to the Buyer supplement and/or otherwise amend Closing Date (the Material Contracts List and only those Schedules which relate "Update Period") to reflect factors, circumstances or events first arising or, in the matters contained in Articles III and IV hereof, including by the addition case of new schedules with respect to any representations and warranties of Seller 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 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 for which no schedule was provided as of pursuant to Section 8.1(f). In addition, the date hereof (such Selling Parties shall update, amend or modify 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”1.1(A), in each case with respect 2.2(a)(ix), 2.2(a)(xiv), 2.2(b)(xii), 2.2(b)(xiv) and 3.2(c) to matters arising after the date of this Agreement which matters, if existing as of during the date of this Agreement, would have been set forth 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 Material Contracts List; provided that Update Period and in the foregoing ordinary course of business and consistent with Section 6.1 hereof. To the extent any such 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, Silgan shall not apply be entitled to seek indemnification for such Loss in accordance with respect to any Schedule or potion of the Material Contracts List that relates solely Article X. Notwithstanding anything herein to the date of contrary, in the event Silgan exercises its right to terminate this Agreement. Notwithstanding Agreement as hereinabove set forth and the foregoingupdate, amendment or modification giving rise to such termination relates to facts, circumstances or events first arising during the Update Period, the Selling Parties shall have no Updated Schedule or Updated Material Contracts List shall be deemed to have cured any breach of any representation or warranty made by Seller as of the date of this Agreement, 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 included in such documents (because it does not meet a threshold amount for inclusion or liability for any other reason), shall not be construed to create any 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 inclusion or for any other reason). Seller agrees to advise Buyer promptly in writing of any matter or occurrence of which it has or obtains Knowledge, and Buyer agrees to advise Seller promptly in 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 covenant contained in this AgreementLoss.