Common use of Updated Schedules Clause in Contracts

Updated Schedules. (a) On one or more occasions, Transferor Parent may, at least five Business Days prior to Closing: (i) supplement Schedule 4.5(a) or 5.5(a), as applicable, to reflect leases, franchises, licenses, authorizations, consents, permits, Contracts or commitments which were entered into or obtained between the date hereof and the Closing Date not in violation of the terms of this Agreement and are required to be disclosed in Schedule 4.5(a) or 5.5(a), as applicable, in order for the representation and warranty contained in Section 4.5(a) or 5.5(a), as applicable, to be true, complete and correct, or (ii) supplement any other Schedule to this Agreement (other than the Schedules to any of Section 4.1, 4.2, 4.15, 4.18, 5.1, 5.2, 5.15 or 5.18) including, for the avoidance of doubt, 4.24 and 5.24, with additional information to the extent that it reflects events, acts or omissions that first occurred between the date hereof and the Closing Date and that are not prohibited by this Agreement to be taken, and that would have been required to be included in one or more Schedules to this Agreement in order for the representations and warranties of Transferor Parent contained in this Agreement to be true, complete and correct as of the Closing. Any such supplement to a Schedule pursuant to clause (i) above shall specifically identify each license, Contract or other item being added to Schedule 4.5(a) or 5.5(a), as applicable, and any supplement pursuant to clause (ii) above shall be made with reasonable specificity and shall identify, to Transferor Parent's knowledge, the potential Liability associated with the relevant action, condition or event. For purposes of determining whether there is any liability on the part of Transferor Parent following Closing for breaches of its representations and warranties under this Agreement, the Schedules to this Agreement shall be deemed to include only (a) the information contained therein on the date hereof and (b) information added to such Schedules by written supplements to this Agreement delivered in accordance with the first sentence of this Section 6.10; provided, that for purposes of determining the satisfaction of the condition set forth in Section 7.1(a) or 7.2(a), as applicable, any update to the Schedules pursuant to clause (b) of this sentence shall be disregarded.

Updated Schedules. (a) On one or more occasions, Transferor Parent Time Warner Cable may, at least five Business Days prior to Closing: (i) supplement Schedule 4.5(a6.5(a) or 5.5(a), as applicable, to reflect leases, franchises, licenses, authorizations, consents, permits, Contracts or commitments which were entered into or obtained between the Amendment Date (or, with respect to the SSBC Systems, the date hereof of delivery of the Second Stage Bringdown Certificate) and the Closing Date not in violation of the terms of this Agreement and are required to be disclosed in Schedule 4.5(a6.5(a) or 5.5(a), as applicable, in order for the representation and warranty contained in Section 4.5(a6.5(a) or 5.5(a), as applicable, to be true, complete and correct, correct or (ii) supplement any other Schedule to this Agreement (other than the Schedules to any of Section 4.16.1, 4.26.2, 4.15, 4.18, 5.1, 5.2, 5.15 6.15 or 5.186.18) including, for or to the avoidance of doubt, 4.24 and 5.24Tax Matters Agreement, with additional information to the extent that it reflects events, acts or omissions that first occurred between the date hereof (or, with respect to the Designated Systems and the Non-SSBC Original Systems, the Amendment Date) and the Closing Date and that are not prohibited by this Agreement to be taken, and that would have been required to be included in one or more Schedules to this Agreement or the Tax Matters Agreement in order for the representations and warranties of Transferor Parent Time Warner Cable contained in this Agreement or in the Tax Matters Agreement to be true, complete and correct as of the Closing. Any such supplement to a Schedule pursuant to clause (i) above shall specifically identify each license, Contract or other item being added to Schedule 4.5(a6.5(a) or 5.5(a), as applicable, and any supplement pursuant to clause (ii) above shall be made with reasonable specificity and shall identify, to Transferor ParentTime Warner Cable's knowledge, the potential Liability associated with the relevant action, condition or event. For Without limitation to Section 7.20, for purposes of determining whether there is any liability on the part of Transferor Parent Time Warner Cable following Closing for breaches of its representations and warranties under this Agreement, the Schedules to this Agreement shall be deemed to include only (a) the information contained therein on the date hereof (or, with respect to the Designated Systems, the Amendment Date), (b) to the extent relating to the SSBC Systems information added to the Schedules for Section 6.3(c), 6.3(f) or 6.5 pursuant to Section 7.20 and (bc) information added to such Schedules by written supplements to this Agreement delivered in accordance with the first sentence of this Section 6.107.11; provided, that for purposes of determining the satisfaction of the condition set forth in Section 7.1(a) or 7.2(a8.1(a), as applicable, any update to the Schedules pursuant to clause (bc) of this sentence shall be disregarded.

Updated Schedules. (a) On one or more occasions, Transferor Parent TWE may, at least five Business Days prior to Closing: (i) supplement Schedule 4.5(a6.5(a) or 5.5(a), as applicable, to reflect leases, franchises, licenses, authorizations, consents, permits, Contracts or commitments which were entered into or obtained between the date hereof and the Closing Date not in violation of the 65 terms of this Agreement and are required to be disclosed in Schedule 4.5(a6.5(a) or 5.5(a), as applicable, in order for the representation and warranty contained in Section 4.5(a6.5(a) or 5.5(a), as applicable, to be true, complete and correct, correct or (ii) supplement any other Schedule to this Agreement (other than the Schedules to any of Section 4.16.1, 4.26.2, 4.15, 4.18, 5.1, 5.2, 5.15 6.15 or 5.18) including, for the avoidance of doubt, 4.24 and 5.246.18), with additional information to the extent that it reflects events, acts or omissions that first occurred between the date hereof and the Closing Date and that are not prohibited by this Agreement to be taken, and that would have been required to be included in one or more Schedules to this Agreement in order for the representations and warranties of Transferor Parent TWE contained in this Agreement to be true, complete and correct as of the Closing. Any such supplement to a Schedule pursuant to clause (i) above shall specifically identify each license, Contract or other item being added to Schedule 4.5(a6.5(a) or 5.5(a), as applicable, and any supplement pursuant to clause (ii) above shall be made with reasonable specificity and shall identify, to Transferor Parent's TWE’s knowledge, the potential Liability associated with the relevant action, condition or event. For purposes of determining whether there is any liability on the part of Transferor Parent TWE following Closing for breaches of its representations and warranties under this Agreement, the Schedules to this Agreement shall be deemed to include only (a) the information contained therein on the date hereof and (b) information added to such Schedules by written supplements to this Agreement delivered in accordance with the first sentence of this Section 6.107.11; provided, that for purposes of determining the satisfaction of the condition set forth in Section 7.1(a) or 7.2(a9.1(b), as applicable, any update to the Schedules pursuant to clause (b) of this sentence shall be disregarded.

Updated Schedules. (a) On one or more occasions, Transferor Parent Time Warner Cable may, at least five Business Days prior to Closing: (i) supplement Schedule 4.5(a6.5(a) or 5.5(a), as applicable, to reflect leases, franchises, licenses, authorizations, consents, permits, Contracts or commitments which were entered into or obtained between the date hereof and the Closing Date not in violation of the terms of this Agreement and are required to be disclosed in Schedule 4.5(a6.5(a) or 5.5(a), as applicable, in order for the representation and warranty contained in Section 4.5(a6.5(a) or 5.5(a), as applicable, to be true, complete and correct, correct or (ii) supplement any other Schedule to this Agreement (other than the Schedules to any of Section 4.16.1, 4.26.2, 4.15, 4.18, 5.1, 5.2, 5.15 6.15 or 5.186.18) including, for or to the avoidance of doubt, 4.24 and 5.24Tax Matters Agreement, with additional information to the extent that it reflects events, acts or omissions that first occurred between the date hereof and the Closing Date and that are not prohibited by this Agreement to be taken, and that would have been required to be included in one or more Schedules to this Agreement or the Tax Matters Agreement in order for the representations and warranties of Transferor Parent Time Warner Cable contained in this Agreement or in the Tax Matters Agreement to be true, complete and correct as of the Closing. Any such supplement to a Schedule pursuant to clause (i) above shall specifically identify each license, Contract or other item being added to Schedule 4.5(a6.5(a) or 5.5(a), as applicable, and any supplement pursuant to clause (ii) above shall be made with reasonable specificity and shall identify, to Transferor Parent's Time Warner Cable’s knowledge, the potential Liability associated with the relevant action, condition or event. For purposes of determining whether there is any liability on the part of Transferor Parent Time Warner Cable following Closing for breaches of its representations and warranties under this Agreement, the Schedules to this Agreement shall be deemed to include only (a) the information contained therein on the date hereof and (b) information added to such Schedules by written supplements to this Agreement delivered in accordance with the first sentence of this Section 6.107.11; provided, that for purposes of determining the satisfaction of the condition set forth in Section 7.1(a) or 7.2(a8.1(b), as applicable, any update to the Schedules pursuant to clause (b) of this sentence shall be disregarded.

Updated Schedules. (a) On one or more occasions, Transferor Parent TWE may, at least five Business Days prior to Closing: (i) supplement Schedule 4.5(a6.5(a) or 5.5(a), as applicable, to reflect leases, franchises, licenses, authorizations, consents, permits, Contracts or commitments which were entered into or obtained between the date hereof and the Closing Date not in violation of the terms of this Agreement and are required to be disclosed in Schedule 4.5(a6.5(a) or 5.5(a), as applicable, in order for the representation and warranty contained in Section 4.5(a6.5(a) or 5.5(a), as applicable, to be true, complete and correct, correct or (ii) supplement any other Schedule to this Agreement (other than the Schedules to any of Section 4.16.1, 4.26.2, 4.15, 4.18, 5.1, 5.2, 5.15 6.15 or 5.18) including, for the avoidance of doubt, 4.24 and 5.246.18), with additional information to the extent that it reflects events, acts or omissions that first occurred between the date hereof and the Closing Date and that are not prohibited by this Agreement to be taken, and that would have been required to be included in one or more Schedules to this Agreement in order for the representations and warranties of Transferor Parent TWE contained in this Agreement to be true, complete and correct as of the Closing. Any such supplement to a Schedule pursuant to clause (i) above shall specifically identify each license, Contract or other item being added to Schedule 4.5(a6.5(a) or 5.5(a), as applicable, and any supplement pursuant to clause (ii) above shall be made with reasonable specificity and shall identify, to Transferor ParentTWE's knowledge, the potential Liability associated with the relevant action, condition or event. For purposes of determining whether there is any liability on the part of Transferor Parent TWE following Closing for breaches of its representations and warranties under this Agreement, the Schedules to this Agreement shall be deemed to include only (a) the information contained therein on the date hereof and (b) information added to such Schedules by written supplements to this Agreement delivered in accordance with the first sentence of this Section 6.107.11; provided, that for purposes of determining the satisfaction of the condition set forth in Section 7.1(a) or 7.2(a9.1(b), as applicable, any update to the Schedules pursuant to clause (b) of this sentence shall be disregarded.

Updated Schedules. (a) On one or more occasions, Transferor Parent Time Warner Cable may, at least five Business Days prior to Closing: (i) supplement Schedule 4.5(a6.5(a) or 5.5(a), as applicable, to reflect leases, franchises, licenses, authorizations, consents, permits, Contracts or commitments which were entered into or obtained between the Amendment Date (or, with respect to the SSBC Systems, the date hereof of delivery of the Second Stage Bringdown Certificate) and the Closing Date not in violation of the terms of this Agreement and are required to be disclosed in Schedule 4.5(a6.5(a) or 5.5(a), as applicable, in order for the representation and warranty contained in Section 4.5(a6.5(a) or 5.5(a), as applicable, to be true, complete and correct, correct or (ii) supplement any other Schedule to this Agreement (other than the Schedules to any of Section 4.16.1, 4.26.2, 4.15, 4.18, 5.1, 5.2, 5.15 6.15 or 5.186.18) including, for or to the avoidance of doubt, 4.24 and 5.24Tax Matters Agreement, with additional information to the extent that it reflects events, acts or omissions that first occurred between the date hereof (or, with respect to the Designated Systems and the Non-SSBC Original Systems, the Amendment Date) and the Closing Date and that are not prohibited by this Agreement to be taken, and that would have been required to be included in one or more Schedules to this Agreement or the Tax Matters Agreement in order for the representations and warranties of Transferor Parent Time Warner Cable contained in this Agreement or in the Tax Matters Agreement to be true, complete and correct as of the Closing. Any such supplement to a Schedule pursuant to clause (i) above shall specifically identify each license, Contract or other item being added to Schedule 4.5(a6.5(a) or 5.5(a), as applicable, and any supplement pursuant to clause (ii) above shall be made with reasonable specificity and shall identify, to Transferor Parent's Time Warner Cable’s knowledge, the potential Liability associated with the relevant action, condition or event. For Without limitation to Section 7.20, for purposes of determining whether there is any liability on the part of Transferor Parent Time Warner Cable following Closing for breaches of its representations and warranties under this Agreement, the Schedules to this Agreement shall be deemed to include only (a) the information contained therein on the date hereof (or, with respect to the Designated Systems, the Amendment Date), (b) to the extent relating to the SSBC Systems information added to the Schedules for Section 6.3(c), 6.3(f) or 6.5 pursuant to Section 7.20 and (bc) information added to such Schedules by written supplements to this Agreement delivered in accordance with the first sentence of this Section 6.107.11; provided, that for purposes of determining the satisfaction of the condition set forth in Section 7.1(a) or 7.2(a8.1(a), as applicable, any update to the Schedules pursuant to clause (bc) of this sentence shall be disregarded.

Updated Schedules. (a) On one or more occasions, Transferor Parent Time Warner Cable may, at least five Business Days prior to Closing: (i) supplement Schedule 4.5(a6.5(a) or 5.5(a), as applicable, to reflect leases, franchises, licenses, authorizations, consents, permits, Contracts or commitments which were entered into or obtained between the date hereof and the Closing Date not in violation of the terms of this Agreement and are required to be disclosed in Schedule 4.5(a6.5(a) or 5.5(a), as applicable, in order for the representation and warranty contained in Section 4.5(a6.5(a) or 5.5(a), as applicable, to be true, complete and correct, correct or (ii) supplement any other Schedule to this Agreement (other than the Schedules to any of Section 4.16.1, 4.26.2, 4.15, 4.18, 5.1, 5.2, 5.15 6.15 or 5.186.18) including, for or to the avoidance of doubt, 4.24 and 5.24Tax Matters Agreement, with additional information to the extent that it reflects events, acts or omissions that first occurred between the date hereof and the Closing Date and that are not prohibited by this Agreement to be taken, and that would have been required to be included in one or more Schedules to this Agreement or the Tax Matters Agreement in order for the representations and warranties of Transferor Parent Time Warner Cable contained in this Agreement or in the Tax Matters Agreement to be true, complete and correct as of the Closing. Any such supplement to a Schedule pursuant to clause (i) above shall specifically identify each license, Contract or other item being added to Schedule 4.5(a6.5(a) or 5.5(a), as applicable, and any supplement pursuant to clause (ii) above shall be made with reasonable specificity and shall identify, to Transferor ParentTime Warner Cable's knowledge, the potential Liability associated with the relevant action, condition or event. For purposes of determining whether there is any liability on the part of Transferor Parent Time Warner Cable following Closing for breaches of its representations and warranties under this Agreement, the Schedules to this Agreement shall be deemed to include only (a) the information contained therein on the date hereof and (b) information added to such Schedules by written supplements to this Agreement delivered in accordance with the first sentence of this Section 6.107.11; provided, that for purposes of determining the satisfaction of the condition set forth in Section 7.1(a) or 7.2(a8.1(b), as applicable, any update to the Schedules pursuant to clause (b) of this sentence shall be disregarded.

Updated Schedules. (a) On one or more occasions, Transferor Parent may, at least five Business Days prior to Closing: (i) supplement Schedule 4.5(a) or 5.5(a), as applicable, to reflect leases, franchises, licenses, authorizations, consents, permits, Contracts or commitments which were entered into or obtained between the date hereof and the Closing Date not in violation of the terms of this Agreement and are required to be disclosed in Schedule 4.5(a) or 5.5(a), as applicable, in order for the representation and warranty contained in Section 4.5(a) or 5.5(a), as applicable, to be true, complete and correct, or (ii) supplement any other Schedule to this Agreement (other than the Schedules to any of Section 4.1, 4.2, 4.15, 4.18, 4.23, 5.1, 5.2,[ 5.15 or] 5.15, 5.15 5.18 or 5.185.23) including, for the avoidance of doubt, 4.24 and 5.24, with additional information to the extent that it reflects events, acts or omissions that first occurred between the date hereof and the Closing Date and that are not prohibited by this Agreement to be taken, and that would have been required to be included in one or more Schedules to this Agreement in order for the representations and warranties of Transferor Parent contained in this Agreement to be true, complete and correct as of the Closing. Any such supplement to a Schedule pursuant to clause (i) above shall specifically identify each license, Contract or other item being added to Schedule 4.5(a) or 5.5(a), as applicable, and any supplement pursuant to clause (ii) above shall be made with reasonable specificity and shall identify, to Transferor Parent's ’s knowledge, the potential Liability associated with the relevant action, condition or event. For purposes of determining whether there is any liability on the part of Transferor Parent following Closing for breaches of its representations and warranties under this Agreement, the Schedules to this Agreement shall be deemed to include only (a) the information contained therein on the date hereof and (b) information added to such Schedules by written supplements to this Agreement delivered in accordance with the first sentence of this Section 6.10; provided, that for purposes of determining the satisfaction of the condition set forth in Section 7.1(a) or 7.2(a), as applicable, any update to the Schedules pursuant to clause (b) of this sentence shall be disregarded.110

Updated Schedules. (a) On one or more occasions, Transferor Parent Time Warner Cable may, at least five Business Days prior to Closing: (i) supplement Schedule 4.5(a6.5(a) or 5.5(a), as applicable, to reflect leases, franchises, licenses, authorizations, consents, permits, Contracts or commitments which were entered into or obtained between the Amendment Date (or, with respect to the SSBC Systems, the date hereof of delivery of the Second Stage Bringdown Certificate) and the Closing Date not in violation of the terms of this Agreement and are required to be disclosed in Schedule 4.5(a6.5(a) or 5.5(a), as applicable, in order for the representation and warranty contained in Section 4.5(a6.5(a) or 5.5(a), as applicable, to be true, complete and correct, correct or (ii) supplement any other Schedule to this Agreement (other than the Schedules to any of Section 4.16.1, 4.26.2, 4.15, 4.18, 5.1, 5.2, 5.15 6.15 or 5.186.18) including, for or to the avoidance of doubt, 4.24 and 5.24Tax Matters Agreement, with additional information to the extent that it reflects events, acts or omissions that first occurred between the date hereof (or, with respect to the Designated Systems, the Amendment Date) and the Closing Date and that are not prohibited by this Agreement to be taken, and that would have been required to be included in one or more Schedules to this Agreement or the Tax Matters Agreement in order for the representations and warranties of Transferor Parent Time Warner Cable contained in this Agreement or in the Tax Matters Agreement to be true, complete and correct as of the Closing. Any such supplement to a Schedule pursuant to clause (i) above shall specifically identify each license, Contract or other item being added to Schedule 4.5(a6.5(a) or 5.5(a), as applicable, and any supplement pursuant to clause (ii) above shall be made with reasonable specificity and shall identify, to Transferor ParentTime Warner Cable's knowledge, the potential Liability associated with the relevant action, condition or event. For Without limitation to Section 7.20, for purposes of determining whether there is any liability on the part of Transferor Parent Time Warner Cable following Closing for breaches of its representations and warranties under this Agreement, the Schedules to this Agreement shall be deemed to include only (a) the information contained therein on the date hereof (or, with respect to the Designated Systems, the Amendment Date), (b) to the extent relating to the SSBC Systems information added to the Schedules for Section 6.3(c), 6.3(f) or 6.5 pursuant to Section 7.20 and (bc) information added to such Schedules by written supplements to this Agreement delivered in accordance with the first sentence of this Section 6.107.11; provided, that for purposes of determining the satisfaction of the condition set forth in Section 7.1(a) or 7.2(a8.1(a), as applicable, any update to the Schedules pursuant to clause (bc) of this sentence shall be disregarded.

Updated Schedules. (a) On one or more occasions, Transferor Parent Time Warner Cable may, at least five Business Days prior to Closing: (i) supplement Schedule 4.5(a6.5(a) or 5.5(a), as applicable, to reflect leases, franchises, licenses, authorizations, consents, permits, Contracts or commitments which were entered into or obtained between the date hereof and the Closing Date not in violation of the terms of this Agreement and are required to be disclosed in Schedule 4.5(a6.5(a) or 5.5(a), as applicable, in order for the representation and warranty contained in Section 4.5(a6.5(a) or 5.5(a), as applicable, to be true, complete and correct, correct or (ii) supplement any other Schedule to this Agreement (other than the Schedules to any of Section 4.16.1, 4.26.2, 4.15, 4.18, 5.1, 5.2, 5.15 6.15 or 5.186.18) including, for or to the avoidance of doubt, 4.24 and 5.24Tax Matters Agreement, with additional information to the extent that it reflects events, acts or omissions that first occurred between the date hereof and the Closing Date and that are not prohibited by this Agreement to be taken, and that would have been required to be included in one or more Schedules to this Agreement or the Tax Matters Agreement in order for the representations and warranties of Transferor Parent Time Warner Cable contained in this Agreement or in the Tax Matters Agreement to be true, complete and correct as of the Closing. Any such supplement to a Schedule pursuant to clause (i) above shall specifically identify each license, Contract or other item being added to Schedule 4.5(a6.5(a) or 5.5(a), as applicable, and any supplement pursuant to clause (ii) above shall be made with reasonable specificity and shall identify, to Transferor ParentTime Warner Cable's knowledge, the potential Liability associated with the relevant action, condition or event. For Without limitation to Section 7.20, for purposes of determining whether there is any liability on the part of Transferor Parent Time Warner Cable following Closing for breaches of its representations and warranties under this Agreement, the Schedules to this Agreement shall be deemed to include only (a) the information contained therein on the date hereof hereof, (b) information added to the Schedules for Section 6.3(c), 6.3(f) or 6.5 pursuant to Section 7.20 and (bc) information added to such Schedules by written supplements to this Agreement delivered in accordance with the first sentence of this Section 6.107.11; providedPROVIDED, that for purposes of determining the satisfaction of the condition set forth in Section 7.1(a) or 7.2(a8.1(a), as applicable, any update to the Schedules pursuant to clause (bc) of this sentence shall be disregarded.

Updated Schedules. (a) On one or more occasions, Transferor Parent may, at least five Business Days prior to Closing: (i) supplement Schedule 4.5(a) or 5.5(a), as applicable, to reflect leases, franchises, licenses, authorizations, consents, permits, Contracts or commitments which were entered into or obtained between the date hereof and the Closing Date not in violation of the terms of this Agreement and are required to be disclosed in Schedule 4.5(a) or 5.5(a), as applicable, in order for the representation and warranty contained in Section 4.5(a) or 5.5(a), as applicable, to be true, complete and correct, or (ii) supplement any other Schedule to this Agreement (other than the Schedules to any of Section 4.1, 4.2, 4.15, 4.18, 5.1, 5.2, 5.15 or 5.18) including, for the avoidance of doubt, 4.24 and 5.24, with additional information to the extent that it reflects events, acts or omissions that first occurred between the date hereof and the Closing Date and that are not prohibited by this Agreement to be taken, and that would have been required to be included in one or more Schedules to this Agreement in order for the representations and warranties of Transferor Parent contained in this Agreement to be true, complete and correct as of the Closing. Any such supplement to a Schedule pursuant to clause (i) above shall specifically identify each license, Contract or other item being added to Schedule 4.5(a) or 5.5(a), as applicable, and any supplement pursuant to clause (ii) above shall be made with reasonable specificity and shall identify, to Transferor Parent's ’s knowledge, the potential Liability associated with the relevant action, condition or event. For purposes of determining whether there is any liability on the part of Transferor Parent following Closing for breaches of its representations and warranties under this Agreement, the Schedules to this Agreement shall be deemed to include only (a) the information contained therein on the date hereof and (b) information added to such Schedules by written supplements to this Agreement delivered in accordance with the first sentence of this Section 6.10; provided, that for purposes of determining the satisfaction of the condition set forth in Section 7.1(a) or 7.2(a), as applicable, any update to the Schedules pursuant to clause (b) of this sentence shall be disregarded.