Common use of Updated Disclosure Schedule Clause in Contracts

Updated Disclosure Schedule. Seller Parent shall prepare and deliver to Buyer at least five (5) Business Days prior to the Closing an update of the Disclosure Schedule for the sole purpose of disclosing events or other matters which have occurred after the date of this Agreement other than as a result of the breach of this Agreement by Seller Parent, any of the Sellers, Recap Subco or Recap Co or occurred prior to the date of this Agreement but did not require disclosure as of the date of this Agreement (an "Update"). In the event of the delivery to Buyer of an Update which sets forth the occurrence or existence of an event or other matter which would cause the condition set forth in Section 6.2.1 hereof not to be satisfied (determined without regard to the Update), Buyer shall have no obligation to complete the Closing of the transactions contemplated by this Agreement and may terminate this Agreement pursuant to and in accordance with the procedure set forth in Section 7.1.1(d) (without regard to the twenty (20) day cure period); provided that in the event that Buyer does not so terminate this Agreement and the Closing occurs, the Disclosure Schedule shall be deemed to be amended as of the date of this Agreement to include the events or other matters set forth in the Update for all purposes of this Agreement, including Article 8.