Common use of Supplemental Disclosures Clause in Contracts

Supplemental Disclosures. (a) Purchaser agrees that, with respect to the representations and warranties of Seller contained in this Agreement, Seller shall have the continuing right until three (3) Business Days before the Closing Date to, in good faith, add to, supplement, amend or create any Seller Disclosure Schedules to its representations and warranties in Article 4 to the extent necessary to identify any matter first arising after the Execution Date which, if existing on the Execution Date, would have been required to be set forth or described in such Seller Disclosure Schedules and Seller shall provide any additional information regarding such matter that is within its possession or control to the extent reasonably requested by Purchaser. For all purposes of this Agreement, including for purposes of determining whether the conditions to Closing of Purchaser set forth in Article 7 have been fulfilled or satisfied, the Seller Disclosure Schedules to Seller’s representations and warranties contained in this Agreement shall be deemed to include only that information contained therein on the Execution Date and shall be deemed to exclude all information contained in any addition, supplement or amendment thereto; provided, however, that if as a result of the matter that is the subject of such addition, supplement or amendment the conditions to Closing of Purchaser set forth in Article 7 are not satisfied or fulfilled as of the Closing Date, and nonetheless Purchaser elects to waive such conditions and proceed with the Closing, and the Closing shall occur, then, for purposes of Article 11, the Seller Disclosure Schedules shall be deemed to include the relevant matters disclosed pursuant to such addition, supplement or amendment prior to Closing that resulted in such conditions not being satisfied or fulfilled and Purchaser shall not be entitled to make a claim under Section 11.3(b)(iii) with respect to a breach of the relevant representation or warranty in Article 4 with respect thereto after Closing.

Supplemental Disclosures. Seller shall, from time to time prior to or at the Closing, by notice in accordance with the terms of this Agreement, supplement or amend any Schedule or add a Schedule with a corresponding reference to be added in this Agreement to (a) Purchaser agrees that, with respect to the representations and warranties of Seller contained in this Agreement, Seller shall have the continuing right until three (3) Business Days before the Closing Date to, in good faith, add to, supplement, amend or create any Seller Disclosure Schedules to its representations and warranties in Article 4 to the extent necessary to identify disclose any matter first arising after the Execution Date which, if existing on occurring prior to the Execution Datedate hereof, would have been required to be set forth or described in the Schedules (each such supplement, amendment or addition, an “Updating Supplement”) or (b) to correct any inaccuracy or breach in the representations, warranties, covenants or agreements made by Seller Disclosure Schedules and in this Agreement discovered by Seller prior to Closing (each such supplement, amendment or addition, a “Correcting Supplement”). If Purchaser does not deliver a Breach Notice pursuant to Section 9.1(c) within ten (10) Business Days after receiving any Updating Supplement, Purchaser shall provide any additional information regarding such matter that is within its possession or control be deemed to the extent reasonably requested by Purchaser. For have waived for all purposes of this Agreement, Agreement all rights and remedies hereunder (including for purposes its right to not consummate the transactions contemplated by this Agreement due to the failure of determining whether any of the conditions to Closing of Purchaser set forth in Sections 7.1 or 7.2 and those rights and remedies set forth in Article 7 have been fulfilled VIII) or satisfied, under applicable Law with respect to the Seller Disclosure Schedules to Seller’s representations and warranties contained matters set forth in this Agreement shall be deemed to include only that information contained therein on the Execution Date and shall be deemed to exclude all information contained in any addition, supplement or amendment theretosuch Updating Supplement; provided, howeverthat upon delivery of any subsequent Updating Supplement, that if Purchaser shall again have ten (10) Business Days to determine whether to deliver a Breach Notice and in making its determination of whether or not there is a failure of any of the conditions set forth in Sections 7.1 or 7.2 as a result of the matter information disclosed in such subsequent Updating Supplement, Purchaser may take into account the matters disclosed in any prior Updating Supplement; provided, further, that is if the subject matters disclosed in any Updating Supplement would not be reasonably likely to cause the failure of such additionany condition set forth in Sections 7.1 or 7.2 to be satisfied, supplement or amendment the conditions then Purchaser shall not be deemed to Closing of Purchaser have waived its rights and remedies set forth in Article 7 are not satisfied or fulfilled as VIII. For the avoidance of the Closing Datedoubt, and nonetheless Purchaser elects to waive such conditions and proceed with the Closing, and the Closing shall occur, then, for purposes of Article 11, the Seller Disclosure Schedules no Correcting Supplement shall be deemed to include the relevant matters disclosed pursuant to such addition, supplement or amendment prior to Closing that resulted in such conditions not being satisfied or fulfilled and Purchaser shall not be entitled to make a claim under Section 11.3(b)(iiiamend any Schedule for the purpose of (i) with respect to a breach determining the accuracy of any of the relevant representation representations and warranties made by Seller in this Agreement as of the date of this Agreement, or warranty (ii) determining whether any of the conditions set forth in Article 4 with respect thereto after ClosingVII has been satisfied.

Supplemental Disclosures. (a) Purchaser agrees that, with respect to the representations and warranties of Seller contained in this Agreement, Seller shall have the continuing right until three (3) Business Days before the Closing Date to, in good faith, add to, supplement, supplement or amend or create any Seller Disclosure Schedules to its representations and warranties in Article 4 to the extent necessary to identify any matter first arising after the Execution Date which, if existing on the Execution Date, would have been required to be set forth or described in such Seller Disclosure Schedules and Seller shall provide any additional information regarding such matter that is within its possession or control to the extent reasonably requested by Purchaser. For all purposes of this Agreement, including for purposes of determining whether the conditions to Closing of Purchaser set forth in Article 7 have been fulfilled or satisfied, the Seller Disclosure Schedules to Seller’s representations and warranties contained in this Agreement shall be deemed to include only that information contained therein on the Execution Date and shall be deemed to exclude all information contained in any addition, supplement or amendment thereto; provided, however, that if as a result of the matter that is the subject of such addition, supplement or amendment the conditions to Closing of Purchaser set forth in Article 7 are not satisfied or fulfilled as of the Closing Date, and nonetheless Purchaser elects to waive such conditions and proceed with the Closing, and the Closing shall occur, then, for purposes of Article 11, the Seller Disclosure Schedules then all matters giving rise to Purchaser’s termination right shall be deemed to include the relevant matters disclosed pursuant to such addition, supplement or amendment prior to Closing that resulted in such conditions not being satisfied or fulfilled waived and Purchaser shall not be entitled to make a claim thereon under Section 11.3(b)(iii) this Agreement or otherwise with respect to a breach of the relevant representation or warranty in such matters; provided, that Purchaser shall not waive its rights under Article 4 11 with respect thereto after Closingto any matters arising under this Section 6.8(a) that did not cause the conditions of Closing of Purchaser to fail to be satisfied.

Supplemental Disclosures. (a) Purchaser hereby agrees that, with respect to the representations and warranties of Seller contained in this AgreementArticle 4, Seller shall have the continuing right until three five (35) Business Days before prior to the Closing Date toClosing, in good faith, add to, supplement, Seller may supplement or amend or create any the Seller Disclosure Schedules with respect to its representations and warranties in Article 4 to the extent necessary to identify any matter first hereafter arising after the Execution Date which, if existing on (or in the case of any representation or warranty qualified by “Seller’s knowledge” or other phrases referenced in Section 4.24(c), known) at the Execution Date, would have been required to be set forth or described in such Seller Seller’s Disclosure Schedules and Seller shall provide any additional information regarding such matter that is within its possession or control in order to the extent reasonably requested by Purchaser. For all purposes avoid a breach of this Agreement, including for purposes of determining whether . In the conditions to Closing of Purchaser set forth in Article 7 have been fulfilled event that Seller supplements or satisfied, amends the Seller Disclosure Schedules pursuant to the preceding sentence, Seller shall deliver a copy of the amendment or supplement (in either case, the “Supplemental Disclosure”) to the Purchaser. The Purchaser shall have five (5) days after receipt of a Supplemental Disclosure (the “Termination Period”) in which to review the Supplemental Disclosure. If a Supplemental Disclosure discloses facts that would constitute a breach of the Seller’s representations and warranties contained hereunder and such breach would result in the failure of the Purchaser’s condition to Closing specified in Section 7.2(a) to be satisfied at the Closing, the Purchaser may terminate this Agreement by delivering a termination notice to the Seller within the Termination Period (which termination notice shall specify the representation or warranty breached, identify the specific facts in the Supplemental Disclosure that constitute the breach, and describe why the failure of such condition would reasonably be deemed expected to include only that information contained therein on the Execution Date and shall be deemed to exclude all information contained in any addition, supplement or amendment theretooccur); provided, however, that if the termination of this Agreement pursuant to a termination notice delivered as a result provided in this Section 6.8 shall not be effective unless the Seller fails to cure such breach within the earlier to occur of (a) thirty (30) days following the matter date the Seller receives such termination notice and (b) the date specified in Section 10.1(e). To the extent that is the subject of such addition, supplement or amendment the Supplemental Disclosure would have resulted in Purchaser’s conditions to Closing of not being satisfied and Purchaser set forth nonetheless elected to proceed to Closing, the relevant Seller Disclosure Schedules will be deemed, for all purposes, to be amended or supplemented as described in Article 7 are not satisfied or fulfilled the Supplemental Disclosure, as of the Closing Execution Date, and nonetheless Purchaser elects to waive such conditions and proceed with the Closing, and the Closing shall occur, then, for purposes of Article 11, the Seller Disclosure Schedules shall be deemed to include the relevant matters disclosed pursuant to such addition, supplement or amendment prior to Closing that resulted in such conditions not being satisfied or fulfilled and Purchaser shall not be entitled to make a claim under Section 11.3(b)(iii) with respect to a breach of the relevant representation or warranty in Article 4 with respect thereto after Closing.

Supplemental Disclosures. (a) Purchaser agrees thatThe Company and the Seller Representative may, with respect from time to time prior to the representations and warranties of Seller contained Closing, by written notice in this Agreement, Seller shall have accordance with the continuing right until three (3) Business Days before the Closing Date to, in good faith, add to, supplement, amend or create any Seller Disclosure Schedules to its representations and warranties in Article 4 to the extent necessary to identify any matter first arising after the Execution Date which, if existing on the Execution Date, would have been required to be set forth or described in such Seller Disclosure Schedules and Seller shall provide any additional information regarding such matter that is within its possession or control to the extent reasonably requested by Purchaser. For all purposes terms of this Agreement, including supplement or amend any Schedule (other than any Schedule relating to Section 3.18) in order to add information relating to or resulting from facts or events occurring subsequent to the execution of this Agreement (which were not known by a Seller Party prior to the date of this Agreement), provided that such facts or events do not result from a breach of the covenants described in Section 6.3 (such supplements, amendments and updates are referred to herein as “Supplemental Disclosures”). In the event that the Company or the Seller Representative provide any Supplemental Disclosures, the matters set forth on such Supplemental Disclosures shall not be effective to cure and correct for purposes of determining whether Section 7.2 any breach of any representation, warranty or covenant which would have existed if the conditions Company or the Seller Representative had not provided such Supplemental Disclosures except as provided in this Section 6.9. In the event that prior to the Closing of Purchaser set forth in Article 7 have been fulfilled or satisfiedDate, the Company or the Seller Disclosure Schedules Representative provides to Seller’s representations and warranties contained Purchaser notification pursuant to the terms of this Section 6.9 of the failure of any condition in Section 7.2 as a result of any breach of any representation, warranty or covenant of a Seller Party due to facts or events occurring subsequent to the execution of this Agreement that, but for this Section 6.9, would entitle Purchaser to not consummate the Closing (a “Termination Update”), Purchaser may terminate this Agreement in accordance with Section 9.1(c) and Purchaser shall retain any and all rights and remedies in connection with such termination. If Purchaser proceeds to consummate the Closing after receiving a Termination Update, Purchaser shall be deemed to include only have waived any and all rights, remedies or other recourse against any Seller to which Purchaser might otherwise be entitled in respect of a breach that information contained therein on would be cured by such Termination Update, including any rights or remedies under Article 10, and such Termination Update shall be effective to cure and correct for all other purposes any such breach of any representation or warranty which would have existed if the Execution Date Company or the Seller Representative had not provided such Termination Update, and all references to any Schedule hereto which is supplemented or amended as provided in this Section 6.9 shall for all purposes after the Closing be deemed to exclude all information contained in be a reference to such Schedule as so supplemented or amended. If Purchaser proceeds to consummate the Closing after receiving any addition, supplement or amendment thereto; provided, however, that if as a result of the matter Supplemental Disclosure that is the subject not a Termination Update, Purchaser shall be entitled to exercise any rights or remedies pursuant to this Agreement in respect of a breach that would be cured by such additionSupplemental Disclosures, supplement including any rights or amendment the conditions to Closing of Purchaser set forth in remedies under Article 7 are not satisfied or fulfilled as of the Closing Date10, and nonetheless Purchaser elects to waive such conditions and proceed with the Closing, and the Closing shall occur, then, for purposes of Article 11, the Seller Supplemental Disclosure Schedules shall be deemed to include the relevant matters disclosed pursuant to such addition, supplement or amendment prior to Closing that resulted in such conditions not being satisfied or fulfilled and Purchaser shall not be entitled effective to make a claim under Section 11.3(b)(iii) with respect to a cure and correct for any purpose any such breach of any representation, warranty or covenant which would have existed if the relevant representation Company or warranty in Article 4 with respect thereto after Closingthe Seller Representative had not provided such Supplemental Disclosure.

Supplemental Disclosures. (a) Purchaser agrees that, with respect to the representations and warranties of Seller contained in this Agreement, Seller shall have the continuing right until three (3) Business Days before the Closing Date to, in good faith, add to, supplement, supplement or amend or create any Seller Disclosure Schedules to its representations and warranties in Article 4 to the extent necessary to identify any matter first arising after the Execution Date which, if existing on the Execution Date, would have been required to be set forth or described in such Seller Disclosure Schedules and Seller shall provide any additional information regarding such matter that is within its possession or control to the extent reasonably requested by Purchaser. For all purposes of this Agreement, including for purposes of determining whether the conditions to Closing of Purchaser set forth in Article 7 have been fulfilled or satisfied, the Seller Disclosure Schedules to Seller’s representations and warranties contained in this Agreement shall be deemed to include only that information contained therein on the Execution Date and shall be deemed to exclude all information contained in any addition, supplement or amendment thereto; provided, however, that if as a result of the matter that is the subject of such addition, supplement or amendment the conditions to Closing of Purchaser set forth in Article 7 are not satisfied or fulfilled as of the Closing Date, and nonetheless Purchaser elects to waive such conditions and proceed with the Closing, and the Closing shall occur, then, for purposes of Article 11, the Seller Disclosure Schedules all matters giving rise to Purchaser’s termination right shall be deemed to include the relevant matters disclosed pursuant to such addition, supplement or amendment prior to Closing that resulted in such conditions not being satisfied or fulfilled waived and Purchaser shall not be entitled to make a claim thereon under Section 11.3(b)(iii) this Agreement or otherwise with respect to a breach of the relevant representation or warranty in such matters; provided, that Purchaser shall not waive its rights under Article 4 11 with respect thereto after Closingto any matters arising under this Section 6.8 that did not cause the conditions of Closing of Purchaser to fail to be satisfied.

Supplemental Disclosures. (a) Purchaser agrees that, with respect The Parties acknowledge that they have not had an opportunity prior to the representations Execution Date to compile a data room or conduct full due diligence and warranties that this Section 4.9, together with Section 10.1(d), is intended to provide Buyer’s sole and exclusive remedy in connection with any disclosure by Seller of Seller contained in this Agreementadditional matters after the Initial Schedules Update. Within thirty (30) days of the Execution Date (the “Initial Schedules Update”), Seller shall have update the continuing right until three (3) Business Days before the Closing Date to, in good faith, add to, supplement, amend or create any Seller Disclosure Schedules to its representations this Agreement and warranties in Article 4 the Schedules to the extent necessary Environmental Agreement to identify any matter first arising after the Execution Date which, if existing reflect information not provided on such Schedules as of the Execution Date. Thereafter, would have been Seller may notify Buyer of additions or changes to the Schedules to this Agreement or the Environmental Agreement (as applicable) solely required to reflect events occurring subsequent to, or facts discovered by Seller after, the Initial Schedules Update, so as to cause such Schedules to accurately reflect the information required to be set forth or described in such Seller Disclosure Schedules disclosed thereon and Seller shall provide any additional information regarding such matter that is within its possession or control to the extent reasonably requested by Purchaser. For all purposes of this Agreement, including for purposes of determining whether the conditions to Closing of Purchaser set forth in Article 7 have been fulfilled or satisfied, the Seller Disclosure Schedules to Seller’s representations and warranties contained herein (other than any which speak as to a particular date) to be true and correct in all material respects as of the Closing Date. Subject to the following sentence, notices given by Seller pursuant to this Section 4.9 will be deemed to have amended the Schedules to this Agreement or the Environmental Agreement (as applicable), to have qualified the representations and warranties contained in ARTICLE 7, and to have corrected any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the fact, circumstance, event or development (with the result that no misrepresentation or breach shall be deemed to include only that information contained therein on have occurred), in each case to the Execution Date and shall be deemed to exclude all information extent of the disclosure contained in any additionsuch notice, supplement including for purposes of Section 6.1 (a). If such additions or amendment theretochanges are reasonably estimated (as determined by the Parties acting in good faith) to result (individually or in the aggregate) in Losses to Buyer in excess of Five Hundred Thousand Dollars ($500,000), the Parties shall negotiate in good faith to determine a reasonable adjustment to the Purchase Price to fully reflect such Losses estimated to be incurred by Buyer resulting from such matters; provided, however, that in the event such Losses are reasonably estimated (as determined by the Parties acting in good faith) to exceed Fifty Million Dollars ($50,000,000), then either Party shall have the right to terminate this Agreement pursuant to Section 10.1(d) and if as a result of the matter that is the subject of such addition, supplement or amendment the conditions to Closing of Purchaser set forth in Article 7 are not satisfied or fulfilled as of the Closing Dateoccurs Buyer shall have no right to make a Claim with respect to such matters under ARTICLE 11 (Indemnification) or otherwise. For the avoidance of doubt, the Parties agree that to the extent this Agreement otherwise provides for a remedy in connection with a matter disclosed pursuant to this Section 4.9 (including, but not limited to, the ability to drop Purchased Premises and nonetheless Purchaser elects related adjustments to waive the Purchase Price), then such conditions and proceed with the Closing, and the Closing matter shall occur, then, not be deemed to result in a Loss to Buyer for purposes of Article 11, the Seller Disclosure Schedules shall be deemed to include the relevant matters disclosed pursuant to such addition, supplement or amendment prior to Closing that resulted in such conditions not being satisfied or fulfilled and Purchaser shall not be entitled to make a claim under Section 11.3(b)(iii) with respect to a breach of the relevant representation or warranty in Article 4 with respect thereto after Closingtwo preceding sentences.

Supplemental Disclosures. (a) Purchaser agrees thatDuring the Interim Period, the Company and the Sellers shall promptly notify Buyer in writing with respect to the representations and warranties of Seller contained in this Agreement, Seller shall have the continuing right until three (3) Business Days before the Closing Date to, in good faith, add to, supplement, amend or create any Seller Disclosure Schedules to its representations and warranties in Article 4 to the extent necessary to identify any matter first hereafter arising after the Execution Date whichor discovered that, if existing or known on the Execution Datedate hereof, would have been required to be set forth or described in such Seller the Company Disclosure Schedules on the date hereof or would cause the representations and Seller warranties of the Company or the Sellers made pursuant to this Agreement not to be true and correct; provided, however, no such disclosure shall provide cure any additional information regarding such matter that is within its possession breach of any representation or control warranty except to the extent reasonably requested set forth in the final sentence of this Section 5.7. With respect to a disclosure made pursuant to the preceding sentence, the Company and the Seller Representative on behalf of the Sellers may by Purchasernotice in accordance with the terms of this Agreement, supplement or amend the Company Disclosure Schedules in respect of any event, circumstance or matter so disclosed (i) that occurred (or, with respect to any existing circumstance, worsened) during the Interim Period, (ii) as to which to the Company or the Seller, as applicable, did not have Knowledge as of the date of this Agreement and (iii) that did not arise as a result of the breach of a covenant of the Company or a Seller contained in this Agreement (any disclosure meeting such requirement, a “Special Supplemental Disclosure”). For all purposes Except as set forth in the final sentence of this Section 5.7, no such Special Supplemental Disclosure shall be deemed to cure any breach for any purpose of this Agreement, including for purposes Section 6.2(a) or 6.2(b) or Buyer’s right to indemnification pursuant to Section 9.2. Notwithstanding the foregoing, if (a) such Special Supplemental Disclosures, in the aggregate, would, taken together with all other breaches of determining whether the conditions to Closing of Purchaser set forth representations, warranties and covenants contained herein, result in Article 7 have been fulfilled a Company Material Adverse Effect or satisfieda Seller Material Adverse Effect, (b) the Company or the Seller Representative delivers notice to Buyer no later than three (3) Business Days prior to the Closing that indicates that such Special Supplemental Disclosures in the aggregate, have, taken together with all other breaches of the representations, warranties and covenants contained herein, resulted in a Company Material Adverse Effect or a Seller Material Adverse Effect, and (c) the Closing nevertheless occurs, any Special Supplemental Disclosures will be effective to cure and correct for all purposes any breach of any representation or warranty that would have existed if the Company or the Seller Representative had not made such Special Supplemental Disclosures, and all references to the Company Disclosure Schedules to Seller’s representations and warranties contained in this Agreement shall for all purposes after the Closing be deemed to include only that information contained therein on be a reference to the Execution Date and shall be deemed to exclude all information contained in any addition, supplement or amendment thereto; provided, however, that if as a result of the matter that is the subject of such addition, supplement or amendment the conditions to Closing of Purchaser set forth in Article 7 are not satisfied or fulfilled as of the Closing Date, and nonetheless Purchaser elects to waive such conditions and proceed with the Closing, and the Closing shall occur, then, for purposes of Article 11, the Seller Company Disclosure Schedules shall be deemed to include the relevant matters disclosed pursuant to as so supplemented or amended by such addition, supplement or amendment prior to Closing that resulted in such conditions not being satisfied or fulfilled and Purchaser shall not be entitled to make a claim under Section 11.3(b)(iii) with respect to a breach of the relevant representation or warranty in Article 4 with respect thereto after ClosingSpecial Supplemental Disclosures.