Updating Seller’s Representations a. From time to time on or before the Closing, Seller may update the Disclosure Schedule to reflect any additional matters that would otherwise make any of the representations and warranties set forth in Section 5.1 untrue. If Buyer otherwise becomes aware during the Contract Period of any matters which make any of Seller’s representations or warranties untrue as of the Closing Date, then Buyer will promptly notify Seller of such matters. If any such matters disclosed by Seller or discovered by Buyer do not constitute a Material Adverse Change or if Buyer does not exercise its right to terminate this Agreement if such matters do constitute a Material Adverse Change, then Buyer will waive such matters and complete the purchase of the Restaurants in accordance with the terms of this Agreement and Seller will update the Disclosure Schedule to reflect such matters. Notwithstanding the foregoing, to the extent an update or updates to the Disclosure Schedule is/are made after the Effective Date and the matter reflected in such update(s) would have otherwise constituted a breach of a representation or warranty set forth in Section 5.1 as of the Effective Date, then (i) such disclosure(s) will be disregarded solely for purposes of determining whether Buyer will be entitled to indemnification as set forth in Article VI with respect to Losses suffered or incurred due to a breach of representation or warranty identified as a result of such applicable additional disclosure(s); or (ii) Buyer shall be entitled to propose an equitable adjustment to the Purchase Price based on the net present value of the reasonably anticipated financial impact on the on-going ownership and operation of the Restaurants arising due to the additional disclosure(s) by delivery of written notice to Seller within five (5) business days of any such disclosure, which notice must include an explanation of the basis for Buyer’s proposed reduction, provided that provision (ii) shall only be available to Buyer as a remedy if the net present value of such reasonably anticipated financial impact of all disclosures in the aggregate is greater than $250,000. If the remedy in provision (ii) of this paragraph is applicable and Buyer timely provides the notice described in provision (ii) of this paragraph, the parties will negotiate in good faith to reach agreement on an equitable adjustment to the Purchase Price based on the proposal in Buyer’s notice as a condition to Buyer’s obligation to close on the t...
Updating Seller’s Representations. (a) If Seller becomes aware during the Contract Period of any matters which make any of the representations and warranties of Seller set forth in Section 5.1 below untrue, Seller will promptly disclose such matters to Buyer and if Buyer otherwise becomes aware during the Contract Period of any matters which make any of the representations and warranties of Seller untrue, then Buyer will immediately notify Seller of such matters. In either event, Seller will update the Disclosure Schedule to reflect any such matters. For purposes of this Section 3.7, Schedule 2D will be deemed to be included in the Disclosure Schedule.
