Common use of Notification; Updates to Disclosure Schedule Clause in Contracts

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in or breach of any representation or warranty contained in Section 2; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in or breach of any representation or warranty contained in Section 2 if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 impossible or unlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effect.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company each party shall promptly notify Parent the other party in writing of: (i) the discovery by the Company first party of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in or breach of any representation or warranty of the first party contained in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in or breach of any representation or warranty of the first party contained in Section 2 this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (iii) any material breach of any covenant or obligation of the Company; first party. In addition, during the Pre-Closing Period, each of the Company and (iv) Parent shall promptly notify the other in writing of any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 6 or Section 8 7 impossible or unlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effect.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Hardy shall promptly notify Parent Purchaser in writing of: (i) the discovery by the Company Hardy of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a in any material respect an inaccuracy in or breach of any representation or warranty contained made by Hardy in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a in any material respect an inaccuracy in or breach of any representation or warranty contained made by Hardy in Section 2 this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the CompanyHardy; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 Article 6 impossible or unlikely on or that has had or would reasonably be expected prior to have or result in a Material Adverse Effectthe Closing Date.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Seller shall promptly notify Parent the Purchaser in writing of: (i) the discovery by the Company Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material breach 48 of or an inaccuracy in or breach of any representation or warranty contained made by the Seller in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material breach of or an inaccuracy in or breach of any representation or warranty contained made by the Seller in Section 2 if this Agreement if: (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, ; or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the CompanySeller; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 Article VI impossible or unlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effectunlikely.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Periodperiod between the date hereof and the Closing, the Company Sellers shall promptly notify Parent Buyer in writing of: (i) of the discovery by any of the Company of Sellers of: any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material breach of or inaccuracy in or breach of any representation or warranty contained made by the Sellers in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material breach of or inaccuracy in or breach of any representation or warranty contained made by Sellers in Section 2 this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of any of the CompanySellers contained in this Agreement; and (iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 Article 6 impossible or unlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effectunlikely.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company or the Subsidiary of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a in any material respect an inaccuracy in or breach of any representation or warranty contained made by the Company in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a in any material respect an inaccuracy in or breach of any representation or warranty contained made by the Company in Section 2 this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 6 or Section 8 7 impossible or unlikely or that has had or would reasonably be expected prior to have or result in a Material Adverse EffectNovember 30, 1999.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material an inaccuracy in or breach of any representation or warranty contained made by the Company in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material an inaccuracy in or breach of any representation or warranty contained made by the Company in Section 2 this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 6 or Section 8 7 impossible or unlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effectunlikely.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in or material breach of any representation or warranty contained made by the Company in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in or material breach of any representation or warranty contained made by the Company in Section 2 this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 6 impossible or unlikely unlikely. Notification in accordance with this Section 4.4(a) shall not affect the Company's liability for breach of any such representation, warranty or that has had or would reasonably be expected to have or result in a Material Adverse Effectcovenant under this Agreement.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material an inaccuracy in or breach of any representation or warranty contained made by the Company in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material an inaccuracy in or breach of any representation or warranty contained made by the Company in Section 2 this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 6 impossible or unlikely unlikely. Notification in accordance with this Section 4.4(a) shall not affect the Company's liability for breach of any such representation, warranty or that has had or would reasonably be expected to have or result in a Material Adverse Effectcovenant under this Agreement.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Dry Creek shall promptly notify Parent PUMATECH in writing of: (i) the discovery by the Company Dry Creek of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material an inaccuracy in or breach of any representation or warranty contained made by Dry Creek in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material an inaccuracy in or breach of any representation or warranty contained made by Dry Creek in Section 2 this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the CompanyDry Creek; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 impossible or unlikely unlikely. Notification in accordance with this Section 5.3(a) shall not affect Dry Creek's liability for breach of any such representation, warranty or that has had or would reasonably be expected to have or result in a Material Adverse Effectcovenant under this Agreement.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Holdings and the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in or material breach of any representation or warranty contained made by Holdings and the Company in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a 33 39 material inaccuracy in or material breach of any representation or warranty contained made by Holdings and the Company in Section 2 this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of Holdings and the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 6 impossible or unlikely unlikely. Notification in accordance with this Section 4.4(a) shall not affect Holdings' and the Company's liability for breach of any such representation, warranty or that has had or would reasonably be expected to have or result in a Material Adverse Effectcovenant under this Agreement.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Companies shall promptly notify Parent in writing of: (i) the discovery by any of the Company Companies of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material an inaccuracy in or breach of any representation or warranty contained made by any of the Companies or any of the Selling Stockholders in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material an inaccuracy in or breach of any representation or warranty contained made by any of the Companies or any of the Selling Stockholders in Section 2 this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of any of the CompanyCompanies or any of the Selling Stockholders; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 6 or Section 8 7 impossible or unlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effectunlikely.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent Verio in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in or breach Breach of any representation or warranty contained made by the Company or any of the Shareholders in Section 2this Agreement or any of the other Transactional Agreements; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement (except as a result of actions taken pursuant to the written consent of Verio) and that would cause or constitute a material inaccuracy in or breach Breach of any representation or warranty contained made by the Company or any of the Shareholders in Section 2 this Agreement or any of the other Transactional Agreements if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such eventextent, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this AgreementAgreement or any of the other Transactional Agreements; (iii) any material breach Breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 7 9.1 or Section 8 impossible or unlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effect.9.2

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Acquired Corporations shall promptly notify Parent in writing of: (i) the discovery by any of the Company Acquired Corporations of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material an inaccuracy in or breach of any representation or warranty contained made by any of the Acquired Corporations or any of the Designated Stockholders in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material an inaccuracy in or breach of any representation or warranty contained made by any of the Acquired Corporations or any of the Designated Stockholders in Section 2 this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of any of the CompanyAcquired Corporations or any of the Designated Stockholders; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 6 or Section 8 7 impossible or unlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effectunlikely.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company and the Selling Shareholders shall promptly notify Parent and Purchaser in writing of: (i) the discovery by the Company or any Selling Shareholder of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material an inaccuracy in or breach of any representation or warranty contained in Section 2, in the case of the Company, or Section 3, in the case of the Selling Shareholders; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material an inaccuracy in or breach of any representation or warranty contained in Section 2 2, in the case of the Company, or Section 3, in the case of the Selling Shareholders, if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the CompanyCompany or any of the Selling Shareholders, as the case may be; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 impossible or unlikely or that has had or would could reasonably be expected to have or result in a Material Adverse Effect.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Conduct shall promptly notify Parent Mercury in writing of: (i) the discovery by the Company Conduct or Subsidiary of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material an inaccuracy in or breach of any representation or warranty contained made by Conduct or Subsidiary in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material an inaccuracy in or breach of any representation or warranty contained made by Conduct or Subsidiary in Section 2 this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the CompanyConduct or Subsidiary; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 impossible or unlikely unlikely. Notification in accordance with this Section 5.3(a) shall not affect Conduct's or that has had Subsidiary's liability for breach of any such representation, warranty or would reasonably be expected to have or result in a Material Adverse Effectcovenant under this Agreement.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material an inaccuracy in or breach of any representation or warranty contained made by the Company in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material an inaccuracy in or breach of any representation or warranty contained made by the Company in Section 2 this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 6 or Section 8 7 impossible or unlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effectunlikely.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company or a Subsidiary of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a in any material respect an inaccuracy in or breach of any representation or warranty contained made by the Company in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a in any material respect an inaccuracy in or breach of any representation or warranty contained made by the Company in Section 2 this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 6 or Section 8 7 impossible or unlikely or that has had or would reasonably be expected prior to have or result in a Material Adverse EffectAugust 31, 2000.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Seller shall promptly notify Parent the Purchaser in writing of: (i) the discovery by the Company Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material breach of or an inaccuracy in or breach of any representation or warranty contained made by the Seller in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material breach of or an inaccuracy in or breach of any representation or warranty contained made by the Seller in Section 2 if this Agreement if: (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, ; or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the CompanySeller; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 Article VI impossible or unlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effectunlikely.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Periodperiod between the date hereof and the Closing, the Company Sellers shall promptly notify Parent Buyer in writing of: (i) of the discovery by any of the Company of Sellers of: any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material breach of or inaccuracy in or breach of any representation or warranty contained made by the Sellers in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material breach of or inaccuracy in or breach of any representation or warranty contained made by the Sellers in Section 2 this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of any of the CompanySellers contained in this Agreement; and (iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 Article VIII impossible or unlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effectunlikely.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in or breach of any representation or warranty contained made by the Company in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in or breach of any representation or warranty contained made by the Company in Section 2 this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 6 or Section 8 7 impossible or unlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effectunlikely.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Sellers shall promptly notify Parent Purchaser in writing of: (i) the discovery by the Company Sellers of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a in any material respect an inaccuracy in or breach of any representation or warranty contained made by the Sellers in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a in any material respect an inaccuracy in or breach of any representation or warranty contained made by the Sellers in Section 2 this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the CompanySellers; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 Article 6 impossible or unlikely on or that has had or would reasonably be expected prior to have or result in a Material Adverse Effectthe Closing Date.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Periodperiod from the date of this Agreement through the Closing, the Company shall Seller and the Acquired Companies will promptly notify Parent the Purchaser in writing of: if they become aware of (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused causes or constitutes a material an inaccuracy in or breach of any representation or warranty contained made by the Seller or any of the Acquired Companies in Section 2this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material an inaccuracy in or breach of any representation or warranty contained made by the Seller or any of the Acquired Companies in Section 2 this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the CompanySeller or the Acquired Companies under this Agreement; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 Article VI impossible or unlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effectunlikely.