Common use of Disclosure Schedule Updates Clause in Contracts

Disclosure Schedule Updates. The Definitive Agreement will include various schedules as attachments, including schedules of assets and liabilities included and excluded from the transaction, disclosure schedules corresponding to specific representations and warranties of the Parties, schedules of required regulatory approvals and consents of each Party, and other miscellaneous schedules (such as a listing of persons with knowledge, description of the Facility, etc.). Each of Seller and Buyer will have the obligation to notify the other at specified times of any necessary updates (including additions or deletions) to any of its schedules; however, subject to specified exceptions, such updates will have no effect for purposes of the Definitive Agreement (including for purposes of FNTP, Closing, and other milestone conditions, indemnification, and defining the assets and liabilities that will and will not be transferred to Buyer under the Definitive Agreement), unless approved by the other Party (which, in the case of Buyer, may be withhold in its sole and absolute discretion for any update of Seller required prior to FNTP or resulting from failure by Seller to comply with the Definitive Agreement or any ancillary agreement). Notwithstanding the foregoing: • Seller will be permitted to (and, if requested by Buyer, will be required to) add assets to the schedules describing the assets to be transferred to Buyer if they were entered into or acquired in compliance with the Definitive Agreement (which, as described in item 6 above, may require the consent of Buyer) and are within the general scope of the transaction (e.g., relate to the Facility and are not required exclusively for the Work). • Buyer will be permitted to update its required regulatory approvals and non-governmental consents until FNTP. Any such permitted updates will be effective for purposes of the applicable milestone conditions and, only if the Closing occurs, defining the assets and liabilities that will and will not be transferred to Buyer (if applicable) and, solely as of the Closing, for purposes of indemnification.