Schedule Supplement. At any time after the First Closing, the Seller Parent shall periodically supplement or amend the Disclosure Schedule, with respect to any matter affecting or concerning the NAND Business or any Second Closing Transferred Asset, Second Closing Excluded Asset, Second Closing Assumed Liability, or any Retained Liability relating to any of the foregoing, which arises or is discovered after the First Closing; provided that (A) no such supplement or amendment may (x) remove an asset or liability from the Second Closing Transferred Assets and Retained Liabilities, as applicable, or (y) add an asset or liability from the Second Closing Excluded Assets and Second Closing Assumed Liabilities, as applicable, in each case, without the Buyer Parent’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned if, and to the extent that, any such removed or added asset or liability is being removed or added due to the ordinary course operation of the NAND Business by the Seller Parent and its Affiliates, and (B), the Seller Parent shall not (x) supplement or amend the Disclosure Schedule more than once in each six (6)-month period commencing on the date of this Agreement, (y) supplement or amend the Disclosure Schedule following the date falling forty-five (45) days prior to when the Second Closing is reasonably expected to occur. Any disclosure in any such supplement or amendment concerning any action taken or not taken pursuant to the terms of, or any removal or addition of any asset or liability permitted or contemplated by or approved under or pursuant to, the Manufacturing and Sale Agreement shall be deemed to have cured any inaccuracy in, or breach of, any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained herein or of determining whether or not the conditions set forth in ARTICLE VIII-B have been satisfied. Any other disclosure in any such supplement or amendment shall not be deemed to have cured any inaccuracy in, or breach of, any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in ARTICLE VIII-B have been satisfied. Nothing in this Agreement, including this Section 5.8(b), shall imply that the Seller Parent is making any representation or warranty as of any date other than the date of this Agreement and/or the applicable Closing Date (as specified in the applicable representation or warranty); provided, however, that if any such disclosure provides the Buyer Parent the right, pursuant to Section 9.1(b), to terminate this Agreement and the Buyer Parent does not elect to so terminate within forty-five (45) days after the Buyer Parent’s receipt of such supplement or amendment, then (A) the disclosure in such supplement or amendment shall be incorporated fully into the Disclosure Schedule for purposes of the termination rights contained in this Agreement and of determining whether or not the conditions set forth in ARTICLE VIII have been satisfied and (B) the Buyer Parent shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matters disclosed on such supplement or amendment (but, for the avoidance of doubt, shall not be deemed to have irrevocably waived its right to indemnification under ARTICLE X with respect to such matters).
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Schedule Supplement. At any time after Prior to the First Closing, the Seller Parent shall periodically supplement or amend the Disclosure Schedule, Schedule with respect to any matter affecting arising or concerning the NAND Business or any Second Closing Transferred Asset, Second Closing Excluded Asset, Second Closing Assumed Liability, or any Retained Liability relating to any of the foregoing, which arises or is discovered after the First Closingdate of this Agreement, which if existing or known at the date of this Agreement would have been required to be set forth or described in such Disclosure Schedule; provided that (A) no such supplement or amendment may (x) remove an asset or liability from the Second Closing Transferred Assets and Retained Liabilities, as applicable, or (y) add an asset or liability from the Second Closing Excluded Assets and Second Closing Assumed Liabilities, as applicable, in each case, without the Buyer Parent’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned if, and to the extent that, any such removed or added asset or liability is being removed or added due to the ordinary course operation of the NAND Business by the Seller Parent and its Affiliates, and (B), the Seller Parent shall not (xA) supplement or amend the Disclosure Schedule more than once twice in each six (6)-month period commencing on the date of this Agreementsuch period, (yB) supplement or amend the Disclosure Schedule following the date falling forty-five (45) days prior to when the Second First Closing is reasonably expected to occur. Any disclosure in any such supplement or amendment concerning any action taken or not taken pursuant to the terms of, or any removal or addition of any asset or liability permitted or contemplated by or approved under or pursuant to, the Manufacturing and Sale Agreement shall be deemed to have cured any inaccuracy in, or breach of, any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained herein or of determining whether or not the conditions set forth in ARTICLE VIII-B have been satisfied. Any other disclosure in any such supplement or amendment shall not be deemed to have cured any inaccuracy in, in or breach of, of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in ARTICLE VIII-B A have been satisfied. Nothing in this Agreement, including this Section 5.8(b), shall imply that the Seller Parent is making any representation or warranty as of any date other than the date of this Agreement and/or the applicable Closing Date (as specified in the applicable representation or warranty); provided, however, that if any such disclosure provides the Buyer Parent the right, pursuant to Section 9.1(b9.1(a), to terminate this Agreement and the Buyer Parent does not elect to so terminate within forty-five (45) days after the Buyer Parent’s receipt of such supplement or amendment, then (A) the disclosure in such supplement or amendment shall be incorporated fully into the Disclosure Schedule for purposes of the termination rights contained in this Agreement and of determining whether or not the conditions set forth in ARTICLE VIII have been satisfied and (B) the Buyer Parent shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matters disclosed on such supplement or amendment (but, for the avoidance of doubt, shall not be deemed to have irrevocably waived its right to indemnification under ARTICLE X with respect to such matters). Nothing in this Agreement, including this Section 5.8(a), shall imply that the Seller Parent is making any representation or warranty as of any date other than the date of this Agreement and/or the applicable Closing Date (as specified in the applicable representation or warranty).
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