Common use of Schedule Updates Clause in Contracts

Schedule Updates. From time to time during the Interim Period, Seller may supplement or amend and deliver updates to the Schedules with respect to any changes or events occurring or conditions arising after the Effective Date, including such supplements or amendments to Schedules expressly permitted or required herein (each, a “Schedule Update”). In the event that any Schedule Update discloses any such change, event or condition that would prevent the Seller from satisfying the condition set forth in Section 6.1(a), then either (A) Seller shall have a reasonable opportunity to cure such fact or circumstance or (B) if Seller determines that such fact or circumstance is incapable of cure by Seller by the Outside Date, Seller shall promptly notify Buyer of such determination, and then within five (5) Business Days of such determination, Buyer and Seller shall in good faith seek to quantify the amount of Losses relating to such fact or circumstance that Buyer would reasonably be expected to suffer as a result thereof. In the event the Buyer and Seller are unable to agree as to the amount of Losses resulting from such fact or circumstance, such matter shall be referred to the Independent Accountant for final determination. The amount of any such Losses finally determined (whether by agreement of the parties or by the Independent Accountant) shall result in a dollar for dollar reduction to the Base Purchase Price payable by Buyer at the Closing, provided, that if the amount of such Losses are equal to or greater than ten percent (10%) of the Base Purchase Price, either Seller or Buyer may, in their discretion, elect to terminate this Agreement in lieu of accepting a reduction to the Base Purchase Price by delivering a written termination notice to the other Party. If, pursuant to this Section 5.15, either Seller cures such fact or circumstance, or the amount of Losses is finally determined (and, if applicable, neither Seller nor Buyer exercises any termination right pursuant to the previous sentence), then the Schedule Update relating to such fact or circumstance shall be deemed to be part of the Schedules for purposes of determining whether Seller has satisfied the condition set forth in Section 6.1(a). In the event that Seller provides a Schedule Update, Seller shall also promptly provide any additional information relating thereto as Buyer may reasonably request.

Schedule Updates. From time to time during During the Interim Period, Seller may shall supplement or amend and deliver updates to the Schedules hereto with respect to any changes matter (regardless of whether such matter arose prior to, on or events occurring or conditions arising after the Effective Date, including such supplements date hereof) if necessary to remedy any inaccuracy of any representation or amendments to Schedules expressly permitted or required herein warranty of Seller (each, a “Schedule Update”); provided that, except as specifically provided in this Section 5.15(b), no Schedule Update shall be deemed to be incorporated into or to supplement, amend or modify the Schedules. In If Seller notifies Buyer that such event, development or occurrence which is the event subject of the Schedule Update arose after the Effective Date and was not the result of a breach of this Agreement by Seller and constitutes a Material Adverse Effect, then Buyer shall have the right to terminate this Agreement without any penalty whatsoever. If Buyer has the right to, but does not elect to terminate this Agreement and the Closing occurs, then (i) Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matters specifically set forth in such Schedule Update that constituted or otherwise had a Material Adverse Effect, (ii) such Schedule Update shall be deemed to be incorporated into and to supplement, amend and modify the Schedules, and (iii) Buyer shall have irrevocably waived its rights to indemnification under Section 7.2 solely with respect to the matters specifically set forth in such Schedule Update. For purpose of clarity, Buyer and the Seller acknowledge and agree that any Schedule Update discloses any such changethat reflects an event, event development or condition occurrence that would prevent either (A) occurred prior to the Seller from satisfying Effective Date and should have been set forth on the Schedules as of the execution of this Agreement or (B) that does not give Buyer the right to terminate this Agreement for failure to satisfy the closing condition set forth in Section 6.1(a)) or otherwise pursuant to this Agreement shall be deemed to have been provided for information purposes only, then either (A) Seller shall have a reasonable opportunity not be deemed to cure such fact any breach of this Agreement or circumstance affect the conditions to Closing or (B) if Seller Buyer’s indemnification rights set forth in this Agreement. In the event Buyer determines that such fact or circumstance is incapable of cure by Seller by the Outside Date, Seller shall promptly notify Buyer of such determination, and then within five (5) Business Days of such determination, Buyer and Seller shall in good faith seek to quantify that any such Schedule Update, or prior Schedule Updates in the amount of Losses relating to such fact or circumstance that Buyer would aggregate, could reasonably be expected to suffer as a result thereof. In in the event the incurrence by Buyer and Seller are unable to agree as to the amount of Losses resulting from such fact or circumstance, such matter shall be referred to the Independent Accountant for final determination. The amount in excess of any such Losses finally determined one percent (whether by agreement 1.00%) of the parties or by Base Purchase Price, Buyer shall notify Seller of such determination within twenty (20) days of receipt of such Schedule Update from Seller, and the Independent Accountant) Parties shall result negotiate in a dollar for dollar reduction good faith an equitable adjustment to the Base Purchase Price payable by to account for such Losses. Buyer at will have the Closing, provided, that right to terminate this Agreement without any liability whatsoever if the amount aggregate of all such Losses are equal to or greater than exceeds ten percent (10%) of the Base Purchase Price, either Seller or Buyer may, in their discretion, elect to terminate this Agreement in lieu of accepting a reduction to the Base Purchase Price by delivering a written termination notice to the other Party. If, pursuant to this Section 5.15, either Seller cures such fact or circumstance, or the amount of Losses is finally determined (and, if applicable, neither Seller nor Buyer exercises any termination right pursuant to the previous sentence), then the Schedule Update relating to such fact or circumstance shall be deemed to be part of the Schedules for purposes of determining whether Seller has satisfied the condition set forth in Section 6.1(a). In the event Buyer fails to deliver such determination to Seller within such twenty (20) day period, the Parties agree that Seller provides a no such equitable adjustment shall be made in respect of such Schedule Update, Seller shall also promptly provide any additional information relating thereto as Buyer may reasonably request.

Schedule Updates. From time to time during prior to the Interim PeriodClosing (in each case within three business days after Seller becomes aware of the New Matter or New Matters set forth therein), Seller may shall have the right to deliver to Buyer a supplement or amend and deliver updates amendment to the Schedules (a “Proposed Update”). If, concurrently with the delivery of such Proposed Update, Seller informs Buyer in writing that, as a result of any New Matter or New Matters set forth in such Proposed Update, the conditions set forth in Section 9.1 will not be satisfied at the Closing without a supplement to the Schedules to reflect the New Matter(s) set forth in the Proposed Update, Buyer shall have the right to terminate this Agreement pursuant to Section 12.1(c) (disregarding the cure period set forth therein) within five business days following its receipt of such Proposed Update. If Buyer fails to terminate this Agreement within such five-business-day period, then such Proposed Update shall amend the Schedules (including the underlying representations and warranties and for purposes of Section 9.1) and shall be deemed a “Disclosure Supplement”, and Buyer will be deemed to have waived any right to indemnification pursuant to Section 11.1(a)(i) with respect to the New Matters set forth in such Disclosure Supplement. For avoidance of doubt, a Proposed Update shall not operate to amend (a) if concurrently with the delivery of such Proposed Update, Seller does not inform Buyer in writing that, as a result of any New Matter or New Matters set forth in such Proposed Update, the conditions set forth in Section 9.1 will not be satisfied at the Closing or (b) with respect to any changes or events occurring or matter that is not a New Matter, irrespective of whether Seller informs Buyer that as a result of such matter the conditions arising after the Effective Date, including such supplements or amendments to Schedules expressly permitted or required herein (each, a “Schedule Update”). In the event that any Schedule Update discloses any such change, event or condition that would prevent the Seller from satisfying the condition set forth in Section 6.1(a), then either (A) Seller shall have a reasonable opportunity to cure such fact or circumstance or (B) if Seller determines that such fact or circumstance is incapable of cure by Seller by the Outside Date, Seller shall promptly notify Buyer of such determination, and then within five (5) Business Days of such determination, Buyer and Seller shall in good faith seek to quantify the amount of Losses relating to such fact or circumstance that Buyer would reasonably 9.1 will not be expected to suffer as a result thereof. In the event the Buyer and Seller are unable to agree as to the amount of Losses resulting from such fact or circumstance, such matter shall be referred to the Independent Accountant for final determination. The amount of any such Losses finally determined (whether by agreement of the parties or by the Independent Accountant) shall result in a dollar for dollar reduction to the Base Purchase Price payable by Buyer at the Closing, provided, that if the amount of such Losses are equal to or greater than ten percent (10%) of the Base Purchase Price, either Seller or Buyer may, in their discretion, elect to terminate this Agreement in lieu of accepting a reduction to the Base Purchase Price by delivering a written termination notice to the other Party. If, pursuant to this Section 5.15, either Seller cures such fact or circumstance, or the amount of Losses is finally determined (and, if applicable, neither Seller nor Buyer exercises any termination right pursuant to the previous sentence), then the Schedule Update relating to such fact or circumstance shall be deemed to be part of the Schedules for purposes of determining whether Seller has satisfied the condition set forth in Section 6.1(a). In the event that Seller provides a Schedule Update, Seller shall also promptly provide any additional information relating thereto as Buyer may reasonably requestsatisfied.

Schedule Updates. From time (a) Sellers have delivered Schedules (as of January 15, 2004) to time during Buyer Parties, which are attached hereto and made a part hereof. Buyer Parties have performed due diligence in connection with all such Schedules and are satisfied therewith. Buyer Parties agree to promptly inform Sellers, in writing, prior to Closing of any facts that come to their attention that may indicate that any of Sellers' representations or warranties may be untrue or that Sellers have otherwise breached any provision of this Agreement in a manner that could give any Buyer Indemnified Party any indemnification rights under Article VIII (although the Interim Period, Seller may supplement failure by Buyer Parties to so inform Sellers shall have no effect whatsoever on any of Buyer Parties' rights or amend and deliver updates remedies against Sellers under this Agreement for any untrue representation or warranty made by Sellers hereunder or any such other breach). Notwithstanding anything to the Schedules with respect to any changes or events occurring or conditions arising after the Effective Datecontrary in this Agreement, including such supplements or amendments to Schedules expressly permitted or required herein (each, a “Schedule Update”). In the event that any Schedule Update discloses any such change, event or condition that would prevent the Seller from satisfying the condition except for information set forth in Article III and the Schedules attached to this Agreement, as updated in accordance with this Section 6.1(a5.9, no review by Buyer Parties or knowledge of any Buyer Party relating to the subject matter of this Agreement shall operate as a waiver or otherwise affect the ability of Buyer Parties or their Affiliates to seek indemnification under Article VIII. (b) Schedules A (Part I and Part II thereof), then either (A3.7(B), 3.7(C), 3.12(C) Seller and 3.12(D) shall have a reasonable opportunity to cure such fact or circumstance or (B) if Seller determines be updated again as of the business day before Closing. Each party understands and agrees that such fact or circumstance is incapable of cure by Seller by the Outside Date, Seller shall promptly notify Buyer of such determination, and then within five (5) Business Days of such determination, Buyer and Seller shall in good faith seek to quantify the amount of Losses relating to such fact or circumstance that Buyer would reasonably be expected to suffer as a result thereof. In the event the Buyer and Seller are unable to agree as to the amount of Losses resulting from such fact or circumstance, such matter shall be referred to the Independent Accountant for final determination. The amount of any such Losses finally determined (whether by agreement of the parties or by the Independent Accountant) shall result in a dollar for dollar reduction to the Base Purchase Price payable by Buyer at the Closing, provided, that if the amount of such Losses are equal to or greater than ten percent (10%) of the Base Purchase Price, either Seller or Buyer may, in their discretion, elect to terminate this Agreement in lieu of accepting a reduction to the Base Purchase Price by delivering a written termination notice to the other Party. If, pursuant to this Section 5.15, either Seller cures such fact or circumstance, or the amount of Losses is finally determined (andupdates may warrant, if applicable, neither Seller nor inclusion of additional Schedules. Sellers and Buyer exercises Parties agree that in the interest of time, the above referenced Schedules are being attached hereto on the date hereof without the benefit of a thorough review by all interested parties and that any termination right pursuant inaccuracy reflected therein on the date hereof shall not be deemed a breach of this Agreement provided that such inaccuracy does not appear therein on the Closing Date. Modifications to Schedule 3.7(C) prior to the previous sentenceClosing Date shall be subject to the provisions of Section 2.4 (Purchase Price Adjustment), then while modifications to Schedule 3.7(C) to be made immediately after the Schedule Update relating to such fact or circumstance Closing Date (as contemplated in Section 2.4) shall be deemed subject to be part the provisions of Section 8.4(c). Each party hereto agrees to cooperate with each other so that the contents of Schedule 3.7 are as accurate as is reasonably practicable on and as of the Schedules for purposes of determining whether Seller has satisfied the condition set forth in Section 6.1(a). In the event that Seller provides a Schedule Update, Seller shall also promptly provide any additional information relating thereto as Buyer may reasonably requestClosing Date.

Schedule Updates. From time to time during prior to the Interim PeriodClosing (in each case within three business days after Seller becomes aware of the New Matter or New Matters set forth therein), Seller may shall have the right to deliver to Buyer a supplement or amend and deliver updates amendment to the Schedules (a “Proposed Update”). If, concurrently with the delivery of such Proposed Update, Seller informs Buyer in writing that, as a result of any New Matter or New Matters set forth in such Proposed Update, the conditions set forth in Section 9.1 will not be satisfied at the Closing without a supplement to the Schedules to reflect the New Matter(s) set forth in the Proposed Update, Buyer shall have the right to terminate this Agreement pursuant to Section 12.1(c) (disregarding the cure period set forth therein) within five business days following its receipt of such Proposed Update. If Buyer fails to terminate this Agreement within such five-business-day period, then such Proposed Update shall amend the Schedules (including the underlying representations and warranties and for purposes of Section 9.1) and shall be deemed a “Disclosure Supplement”, and Buyer will be deemed to have waived any right to indemnification pursuant to Section 11.1(a)(i) with respect to the New Matters set forth in such Disclosure Supplement. For avoidance of doubt, a Proposed Update shall not operate to amend the Schedules in any respect (and shall not be deemed a Disclosure Supplement) (a) if concurrently with the delivery of such Proposed Update, Seller does not inform Buyer in writing that, as a result of any New Matter or New Matters set forth in such Proposed Update, the conditions set forth in Section 9.1 will not be satisfied at the Closing or (b) with respect to any changes or events occurring or matter that is not a New Matter, irrespective of whether Seller informs Buyer that as a result of such matter the conditions arising after the Effective Date, including such supplements or amendments to Schedules expressly permitted or required herein (each, a “Schedule Update”). In the event that any Schedule Update discloses any such change, event or condition that would prevent the Seller from satisfying the condition set forth in Section 6.1(a), then either (A) Seller shall have a reasonable opportunity to cure such fact or circumstance or (B) if Seller determines that such fact or circumstance is incapable of cure by Seller by the Outside Date, Seller shall promptly notify Buyer of such determination, and then within five (5) Business Days of such determination, Buyer and Seller shall in good faith seek to quantify the amount of Losses relating to such fact or circumstance that Buyer would reasonably 9.1 will not be expected to suffer as a result thereof. In the event the Buyer and Seller are unable to agree as to the amount of Losses resulting from such fact or circumstance, such matter shall be referred to the Independent Accountant for final determination. The amount of any such Losses finally determined (whether by agreement of the parties or by the Independent Accountant) shall result in a dollar for dollar reduction to the Base Purchase Price payable by Buyer at the Closing, provided, that if the amount of such Losses are equal to or greater than ten percent (10%) of the Base Purchase Price, either Seller or Buyer may, in their discretion, elect to terminate this Agreement in lieu of accepting a reduction to the Base Purchase Price by delivering a written termination notice to the other Party. If, pursuant to this Section 5.15, either Seller cures such fact or circumstance, or the amount of Losses is finally determined (and, if applicable, neither Seller nor Buyer exercises any termination right pursuant to the previous sentence), then the Schedule Update relating to such fact or circumstance shall be deemed to be part of the Schedules for purposes of determining whether Seller has satisfied the condition set forth in Section 6.1(a). In the event that Seller provides a Schedule Update, Seller shall also promptly provide any additional information relating thereto as Buyer may reasonably requestsatisfied.

Schedule Updates. From time to time during the Interim Period, if Seller may supplement first becomes aware of any fact, circumstance, development, event or amend and deliver updates to the Schedules with respect to any changes or events occurring or conditions occurrence first arising after the Effective Datedate of this Agreement that would make any of the representations or warranties in Article III inaccurate or incorrect if such representation or warranty were made on the date of the occurrence of such fact, including such supplements or amendments to Schedules expressly permitted or required herein (eachcircumstance, a “Schedule Update”). In the event that any Schedule Update discloses any such changedevelopment, event or condition that would prevent occurrence or on the Seller from satisfying the condition set forth in Section 6.1(a)Closing Date, then either Seller may provide Buyer with a written description thereof within ten (A) Seller shall have a reasonable opportunity to cure such fact or circumstance or (B) if Seller determines that such fact or circumstance is incapable of cure by Seller by the Outside Date, Seller shall promptly notify Buyer of such determination, and then within five (510) Business Days after the occurrence of such determinationfact, Buyer and Seller shall in good faith seek to quantify the amount of Losses relating to such fact or circumstance that Buyer would reasonably be expected to suffer as a result thereof. In the event the Buyer and Seller are unable to agree as to the amount of Losses resulting from such fact or circumstance, such matter shall be referred to the Independent Accountant for final determination. The amount of development, event, effect or occurrence (any such Losses finally determined (whether by agreement of the parties or by the Independent Accountant) shall result description, a "Schedule Update"). Except as provided in a dollar for dollar reduction to the Base Purchase Price payable by Buyer at the Closing, provided, that if the amount of such Losses are equal to or greater than ten percent (10%) of the Base Purchase Price, either Seller or Buyer may, in their discretion, elect to terminate this Agreement in lieu of accepting a reduction to the Base Purchase Price by delivering a written termination notice to the other Party. If, pursuant to this Section 5.15, either Seller cures such fact or circumstance, or the amount of Losses is finally determined (and, if applicable, neither Seller nor Buyer exercises any termination right pursuant to the previous sentence9.01(e), then the no such Schedule Update relating to such fact or circumstance shall be deemed to have amended the Seller Disclosure Schedule and no fact, circumstance, development, event, effect or occurrence disclosed in such Schedule Update shall be part deemed incorporated into such Seller Disclosure Schedule, or to have cured any misrepresentation or breach of warranty that otherwise exists hereunder by reason of the Schedules for purposes existence of determining whether Seller has satisfied such fact, circumstance, development, event, effect or occurrence; provided, that, with respect to a Claim made pursuant to Section 8.01(a)(i) resulting from, arising out of or in connection with a misrepresentation or breach of warranty that exists hereunder by reason solely of the condition existence of any fact, circumstance, development, event, effect or occurrence expressly set forth in Section 6.1(a). In the event that Seller provides a Schedule UpdateUpdate in accordance with this Section 5.07, Seller the Indemnified Buyer Entities shall also promptly provide not be entitled to indemnification for Indemnifiable Losses with respect to all such Claims unless and until the aggregate of Indemnifiable Losses to all Indemnified Buyer Entities with respect to all such Claims exceeds one million dollars ($1,000,000) (the “Schedule Update Deductible”) in addition to the application of the Deductible in accordance with Section 8.01(b) (it being agreed that any additional information relating thereto as Buyer may reasonably requestClaim made pursuant to Section 8.01(a)(i) with respect to a Schedule Update shall first be applied to the Schedule Update Deductible prior to being applied to the Deductible and any such Claims shall be subject to the limitations and other provisions in Article VIII).

Schedule Updates. From The Company may, at any time and from time to time during the Interim Period, Seller may supplement or amend and deliver updates to the Schedules with respect to any changes or events occurring or conditions arising after the Effective Date, including such supplements or amendments to Schedules expressly permitted or required herein (each, a “Schedule Update”). In the event that any Schedule Update discloses any such change, event or condition that would prevent the Seller from satisfying the condition set forth in Section 6.1(a), then either (A) Seller shall have a reasonable opportunity to cure such fact or circumstance or (B) if Seller determines that such fact or circumstance is incapable of cure by Seller by the Outside Date, Seller shall promptly notify Buyer of such determinationFirst Tranche Closing, and then within not less than five (5) Business Days prior to the Second Tranche Closing or Third Tranche Closing, by notice in accordance with the terms of this Agreement, deliver to the Buyer a proposed supplement or amendment to any one or more Schedules to the Company’s representations and warranties in Section 2 to set forth, include or otherwise identify any updated, additional or changed information from what was previously set forth, included or otherwise identified on such Schedules (each, a “Proposed Schedule Update”). If any matter disclosed in a Proposed Schedule Update would, in absence of the addition of such determinationdisclosure to the Schedules to the Company’s representations and warranties in Section 2, Buyer and Seller shall cause a failure of the condition to closing set forth in good faith seek to quantify the amount of Losses relating to such fact or circumstance that Buyer would reasonably be expected to suffer as a result thereof. In the event Section 6A(vii), the Buyer and Seller are unable shall have no obligation to agree as purchase Units at any Additional Closings scheduled to occur after the date of delivery of such Proposed Schedule Update. Any information set forth, included or otherwise identified in any Proposed Schedule Update that is approved by the Buyer or that would not (in absence of disclosure) cause a failure of the condition to closing set forth in Section 6A(vii) shall be a “Schedule Update” (it being understood that the Buyer’s purchase of Units at an Additional Closing subsequent to the amount Company’s timely delivery of Losses resulting from such fact or circumstance, such matter shall be referred to the Independent Accountant for final determination. The amount of any such Losses finally determined (whether by agreement of the parties or by the Independent Accountant) shall result in a dollar for dollar reduction to the Base Purchase Price payable by Buyer at the Closing, provided, that if the amount of such Losses are equal to or greater than ten percent (10%) of the Base Purchase Price, either Seller or Buyer may, in their discretion, elect to terminate this Agreement in lieu of accepting a reduction to the Base Purchase Price by delivering a written termination notice to the other Party. If, Proposed Schedule Update pursuant to this Section 5.15, either Seller cures such fact or circumstance, or the amount of Losses is finally determined (and, if applicable, neither Seller nor Buyer exercises any termination right pursuant to the previous sentence), then the Schedule Update relating to such fact or circumstance 4(l) shall be deemed an approval of such Proposed Schedule Update). All information set forth, included or otherwise identified in any Schedule Update in accordance with this Section 4(l) shall be deemed disclosed with respect to the representations and warranties made by the Company at any Closing subsequent to the date such Schedule Updates are approved (or deemed approved), but shall not be part deemed disclosed with respect to any representations or warranties made at a Closing prior to the date such Schedule Update is delivered. For the avoidance of doubt, neither the Buyer’s approval of a Schedule Update nor its purchase of Units at an Additional Closing subsequent to the Company’s timely delivery of a Proposed Schedule Update shall constitute a waiver of any of the Schedules for purposes Buyer’s remedies relating to any breach of determining whether Seller has satisfied representations or warranties made at a Closing prior to the condition set forth in date such Schedule Update is delivered, including any rights pursuant to Section 6.1(a). In the event that Seller provides a Schedule Update, Seller shall also promptly provide any additional information relating thereto as Buyer may reasonably request9.

Schedule Updates. From Sellers may, from time to time during prior to the Interim PeriodClosing, Seller may by notice in accordance with the terms of this Agreement, supplement or amend and deliver updates to any of (i) the Disclosure Schedules solely with respect to any changes the representations and warranties set forth in Article 4, or events occurring or conditions arising after (ii) the Effective Date, including such supplements or amendments Appendix A Disclosure Schedules solely with respect to Schedules expressly permitted or required herein the representations and warranties set forth in Appendix A (each, a an “Schedule Update”), to include any matter that is or would have been required to be set forth or described in the Disclosure Schedules or the Appendix A Disclosure Schedule. In the (b) If (i) any such Update is in respect of an event that first occurred or any Schedule matter that first arose prior to the Lockbox Date, such Update discloses shall not be deemed to have cured any breach that otherwise might exist or come to exist hereunder by reason of any matters reflected in such Update and shall not excludenor limit Buyer’s right for indemnification pursuant to Article 9 below in respect of any matters or events reflected in any Update, and (ii) any such change, Update is in respect of an event that first occurred or condition any matter that would prevent first arose on or after the Seller from satisfying the condition set forth in Section 6.1(a), then either (A) Seller shall have a reasonable opportunity to cure such fact or circumstance or (B) if Seller determines that such fact or circumstance is incapable of cure by Seller by the Outside Lockbox Date, Seller shall promptly notify and (x) Buyer of such determination, determines reasonably and then within five (5) Business Days of such determination, Buyer and Seller shall in good faith seek to quantify that any event or matter included in such Update constitutes an event or matter that has had a Material Adverse Effect, then Buyer shall have the amount of Losses relating to such fact or circumstance that Buyer would reasonably be expected to suffer as a result thereof. In the event the Buyer and Seller are unable to agree as to the amount of Losses resulting from such fact or circumstance, such matter shall be referred to the Independent Accountant for final determination. The amount of any such Losses finally determined (whether by agreement of the parties or by the Independent Accountant) shall result in a dollar for dollar reduction to the Base Purchase Price payable by Buyer at the Closing, provided, that if the amount of such Losses are equal to or greater than ten percent (10%) of the Base Purchase Price, either Seller or Buyer may, in their discretion, elect right to terminate this Agreement within ten (10) Business Days from receipt of such Update or (y) Buyer does not validly terminate this Agreement within such ten (10) Business Day period in lieu of accepting a reduction to accordance with the Base Purchase Price by delivering a written termination notice to the other Party. If, pursuant to this Section 5.15, either Seller cures such fact or circumstance, or the amount of Losses is finally determined foregoing clause (and, if applicable, neither Seller nor Buyer exercises any termination right pursuant to the previous sentencex), then the Schedule all matters contained in such Update relating to such fact or circumstance shall be deemed to be part of have amended the Disclosure Schedules for purposes of determining whether Seller has satisfied or the condition Appendix A Disclosure Schedules, as applicable, to qualify the representations and warranties set forth in Section 6.1(a). In Article 4 or Appendix A. For the event avoidance of doubt, the representations and warranties set forth in Article 4 or Appendix A shall not be deemed to have qualified to the extent that Seller provides a the matters contained in an Update should have been set forth or described in the Disclosure Schedules or the Appendix A Disclosure Schedule Update, Seller shall also promptly provide any additional information relating thereto as Buyer may reasonably requestof the date hereof.

Schedule Updates. From time Purchaser agrees that, with respect to time during the Interim Periodrepresentations and warranties of the Seller contained in this Agreement, the Seller may shall have the continuing right until the Closing to, upon prior written notice to Purchaser, add, supplement or amend and deliver updates to the Schedules to its representations and warranties with respect to any changes matter arising or events occurring or conditions arising after the Effective Date that, if existing on the Effective Date, including would have been required to be set forth or described in the Schedules (such supplements additions, supplements, or amendments to Schedules expressly permitted or required herein (eachamendments, a the “Schedule UpdateUpdates”). In Each Schedule Update shall include a statement from Seller as to whether any of the event information contained in such Schedule Update would, in Seller’s reasonable judgment acting in good faith, give Purchaser such right to terminate this Agreement pursuant to Section 7.1(d)(i) (if such information were not deemed to supplement or amend the Schedules). For all purposes of this Agreement (except as provided for below), including for purposes of determining whether the conditions set forth in ARTICLE 6 have been fulfilled, the Schedules shall be deemed to include only that information contained therein on the Effective Date, and shall be deemed to exclude all information contained in any Schedule Update, and such excluded information shall not cure any breach of the applicable representation and warranty of the Seller for purposes of whether the conditions set forth in ARTICLE 6 have been fulfilled; provided, however, that if any information contained in any Schedule Update discloses any would give the Purchaser right to terminate this Agreement pursuant to Section 7.1(d)(i) (if such change, event information were not deemed to supplement or condition that would prevent amend the Seller from satisfying the condition set forth in Section 6.1(aSchedules), then either (A) the Purchaser shall be entitled to exercise such right to terminate this Agreement at any time during the period beginning on the date that Purchaser first receives written notice from Seller shall have a reasonable opportunity to cure such fact or circumstance or (B) if Seller determines that such fact or circumstance is incapable of cure by Seller by the Outside Date, Seller shall promptly notify Buyer of such determination, Schedule Update and then within ending on the date that is five (5) Business Days of such determinationafter the date Purchaser receives the Seller’s Schedule Update; provided, Buyer and Seller shall in good faith seek to quantify the amount of Losses relating to such fact or circumstance that Buyer would reasonably be expected to suffer as a result thereof. In the event the Buyer and Seller are unable to agree as to the amount of Losses resulting from such fact or circumstance, such matter shall be referred to the Independent Accountant for final determination. The amount of any such Losses finally determined (whether by agreement of the parties or by the Independent Accountant) shall result in a dollar for dollar reduction to the Base Purchase Price payable by Buyer at the Closing, providedfurther, that if the amount of such Losses are equal to or greater than ten percent (10%) of the Base Purchase Price, either Seller or Buyer may, in their discretion, Purchaser does not elect to terminate this Agreement in lieu of accepting a reduction to the Base Purchase Price by delivering a written termination notice to the other Party. If, pursuant to this Section 5.15, either Seller cures such fact or circumstance, or the amount of Losses is finally determined (and, if applicable, neither Seller nor Buyer exercises any termination right pursuant to the previous sentence)time period, then such information contained in the Schedule Update relating to such fact or circumstance shall be deemed to be part of included in the Schedules for purposes of determining whether Seller has satisfied ARTICLE 5 and ARTICLE 7 and the condition set forth Purchaser shall be deemed to have irrevocably waived any right to indemnification under ARTICLE 5 or right to terminate this Agreement under Section 7.1(d)(i) or (ii), in each case, with respect to any such information. Notwithstanding anything herein to the contrary, any Schedule Update to Schedule 2.15(b) or Schedule 2.15(c) shall be made in accordance with Section 6.1(a4.3(i). In the event that Seller provides a Schedule Update, Seller shall also promptly provide any additional information relating thereto as Buyer may reasonably request.

Schedule Updates. From time to time during During the Interim Period, Seller may shall supplement or (b) amend and deliver updates to the Schedules hereto with respect to any changes matter (regardless of whether such matter arose prior to, on or events occurring or conditions arising after the Effective Date, including such supplements date hereof) if necessary to remedy any inaccuracy of any representation or amendments to Schedules expressly permitted or required herein warranty of Seller (each, a “Schedule Update”); provided that, except as specifically provided in this Section 5.15(b), no Schedule Update shall be deemed to be incorporated into or to supplement, amend or modify the Schedules. In If Seller notifies Buyer that such event, development or occurrence which is the event subject of the Schedule Update arose after the Effective Date and was not the result of a breach of this Agreement by Seller and constitutes a Material Adverse Effect, then Buyer shall have the right to terminate this Agreement without any penalty whatsoever. If Buyer has the right to, but does not elect to terminate this Agreement and the Closing occurs, then (i) Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matters specifically set forth in such Schedule Update that constituted or otherwise had a Material Adverse Effect, (ii) such Schedule Update shall be deemed to be incorporated into and to supplement, amend and modify the Schedules, and (iii) Buyer shall have irrevocably waived its rights to indemnification under Section 7.2 solely with respect to the matters specifically set forth in such Schedule Update. For purpose of clarity, Buyer and the Seller acknowledge and agree that any Schedule Update discloses any such changethat reflects an event, event development or condition occurrence that would prevent either (A) occurred prior to the Seller from satisfying Effective Date and should have been set forth on the Schedules as of the execution of this Agreement or (B) that does not give Public Service Company of New Hampshire dba Eversource Energy Docket DE 17-124 October 12, 2017 Attachment 2 Page 75 of 159 EXECUTION VERSION Buyer the right to terminate this Agreement for failure to satisfy the closing condition set forth in Section 6.1(a)) or otherwise pursuant to this Agreement shall be deemed to have been provided for information purposes only, then either (A) Seller shall have a reasonable opportunity not be deemed to cure such fact any breach of this Agreement or circumstance affect the conditions to Closing or (B) if Seller Buyer’s indemnification rights set forth in this Agreement. In the event Buyer determines that such fact or circumstance is incapable of cure by Seller by the Outside Date, Seller shall promptly notify Buyer of such determination, and then within five (5) Business Days of such determination, Buyer and Seller shall in good faith seek to quantify that any such Schedule Update, or prior Schedule Updates in the amount of Losses relating to such fact or circumstance that Buyer would aggregate, could reasonably be expected to suffer as a result thereof. In in the event the incurrence by Buyer and Seller are unable to agree as to the amount of Losses resulting from such fact or circumstance, such matter shall be referred to the Independent Accountant for final determination. The amount in excess of any such Losses finally determined one percent (whether by agreement 1.00%) of the parties or by Base Purchase Price, Buyer shall notify Seller of such determination within twenty (20) days of receipt of such Schedule Update from Seller, and the Independent Accountant) Parties shall result negotiate in a dollar for dollar reduction good faith an equitable adjustment to the Base Purchase Price payable by to account for such Losses. Buyer at will have the Closing, provided, that right to terminate this Agreement without any liability whatsoever if the amount aggregate of all such Losses are equal to or greater than exceeds ten percent (10%) of the Base Purchase Price, either Seller or Buyer may, in their discretion, elect to terminate this Agreement in lieu of accepting a reduction to the Base Purchase Price by delivering a written termination notice to the other Party. If, pursuant to this Section 5.15, either Seller cures such fact or circumstance, or the amount of Losses is finally determined (and, if applicable, neither Seller nor Buyer exercises any termination right pursuant to the previous sentence), then the Schedule Update relating to such fact or circumstance shall be deemed to be part of the Schedules for purposes of determining whether Seller has satisfied the condition set forth in Section 6.1(a). In the event Buyer fails to deliver such determination to Seller within such twenty (20) day period, the Parties agree that Seller provides a no such equitable adjustment shall be made in respect of such Schedule Update, Seller shall also promptly provide any additional information relating thereto as Buyer may reasonably request.