Common use of Update of Schedules Clause in Contracts

Update of Schedules. From time to time prior to the Closing Date and in accordance with the last sentence of this Section 5.11, Seller shall supplement or amend the Schedules with respect to any event, development, occurrence or non-occurrence of an event hereafter arising and of which Seller has Knowledge (each a “Schedule Supplement”) if such event, development, occurrence or non-occurrence of an event has caused, or would reasonably be expected to cause, any representation or warranty made by it to be untrue or inaccurate. For all purposes, including for purposes of Article 9 and for purposes of determining whether the conditions to Closing set forth in Article 6 have been fulfilled, the Schedules shall be deemed to include only that information contained in the Schedules on the Execution Date and shall be deemed to exclude the Schedule Supplement; provided, however, that if such event, development, occurrence or non-occurrence of any event which is the subject of the Schedule Supplement gives Buyer the right to terminate this Agreement on account of a breach of Seller’s representations, warranties and covenants under this Agreement relating to the Schedule Supplement, but Buyer does not terminate this Agreement and Closing occurs, then Buyer shall not be entitled to make any indemnity Claim with respect to the matter or matters on the Schedule Supplement that gave Buyer the right to terminate this Agreement. Seller agrees to provide any such Schedule Supplement to Buyer (i) no later than 5 Business Days prior to the Closing Date with respect to any event, development, occurrence or non-occurrence of an event that arises prior to the 5th Business Day prior to the Closing Date, and (ii) promptly (but in any event within 1 Business Day) following any event, development, occurrence or non-occurrence of an event that arises after the fifth Business Day prior to the Closing Date and before 1 Business Day prior to the Closing Date.