Updates to Disclosure Schedules. At any time prior to the Closing, the Company shall be entitled to deliver to the MAMP Parties updates to, or substitutions of, the Company Disclosure Schedules to reflect facts occurring after the date of this Agreement. Any update to, or substitution of, the Company Disclosure Schedules with respect to facts occurring after the date of this Agreement will modify the corresponding Company Disclosure Schedule, qualify the representations and warranties in this Agreement corresponding to such Company Disclosure Schedule, and cure any inaccuracy in or breach of representation or warranty that otherwise would have existed had such matter not been disclosed.
Updates to Disclosure Schedules. Seller may, no later than one (1) business day before the date Seller files a notice with the Bankruptcy Court with respect to the transactions contemplated by this Agreement and by the Asset Purchase Agreement, deliver to the Buyer revised versions of any or all of (i) the Real Estate Disclosure Schedule or (ii) the Disclosure Schedule (as defined in the Asset Purchase Agreement) (collectively, the “Revised Schedules”), with any changes through such date duly marked thereon; provided, that in the event that the Revised Schedules contain any disclosure or change that (a) should have been but was not shown on the Disclosure Schedules as of the date hereof and (b) is reasonably likely to result in a material adverse effect on the Garland Business (as defined in the Asset Purchase Agreement) or the operation thereof after the Closing Date (with (a) and (b) being collectively referred to herein as the “Material Deviations”), then Purchaser may, within five (5) business days of the receipt of the Revised Schedules, terminate this Agreement upon written notice to the Seller; provided, further, that the Inventory and the Excluded Inventory (as those terms are described and defined further in the Asset Purchase Agreement and Schedule 1.2(b) and Schedule 1.3(h) to the Asset Purchase Agreement) as of the Effective Date shall not be changed from the Inventory and Excluded Inventory draft Disclosure Schedule provided by Seller to Buyer on the date hereof unless such change is mutually agreed upon in writing by Seller and Buyer. If Purchaser does not terminate this Agreement within such five (5) business day period, then Purchaser shall be deemed to have approved the Revised Schedules in full, including all Material Deviations, and the Material Deviations shall be considered for purposes of Section 14.1.1.
Updates to Disclosure Schedules. The Company and the Seller shall supplement the information set forth in the Company and Seller Disclosure Schedule with respect to any matter hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Company and Seller Disclosure Schedule or that is necessary to correct any information in the Company and Seller Disclosure Schedule or in any representation or warranty of the Company and the Seller which has been rendered inaccurate in a material respect thereby within five days following delivery by Seller of the Exercise Notice to Nant Health. The Company and the Seller may further update the Company and Seller Disclosure Schedule as to new matters arising after a Company and Seller Disclosure Schedule has been delivered, up to the Closing Date. The final Company and Seller Disclosure Schedule and all supplements and updates thereto shall be referred hereto collectively as the “Final Company and Seller Disclosure Schedule.” The Final Company and Seller Disclosure Schedule shall qualify and limit all representations and warranties of the Company and the Seller made as of the Closing and each reference to the “Company and Seller Disclosure Schedule” in Article IV shall be deemed to be a reference to the Final Company and Seller Disclosure Schedule for purposes of the Company’s and the Seller’s representations and warranties to be made at the Closing Date.
Updates to Disclosure Schedules. From time to time prior to and up to three (3) days prior to the Closing Date, Seller shall provide written notice to Buyer of any fact, matter, condition, event or circumstance that occurs following the date of this Agreement and that, individually or in the aggregate, renders Seller unable, without amending the Disclosure Schedules, to satisfy the condition precedent under Section 3.4(b) (each, an “Update”). For the avoidance of doubt, the uploading of documents to the electronic data site of Seller related to the Colstrip 4 Interests or other delivery of documents to Buyer or Seller, as applicable, shall not constitute written notice of an Update. In the event that Buyer does not terminate this Agreement pursuant to Section 9.1(d)(i) following delivery of such Update, then Seller shall be permitted to update the applicable Schedule(s) to properly reflect the fact, matter, condition, event or circumstance disclosed to Buyer in such Update, and the applicable representations and warranties of Seller set forth in this Agreement made following the Update shall be subject to the Schedules attached hereto, as modified or amended by such Update, for purposes of satisfying the conditions to Closing set forth in Section 3.4; provided, that, if the Closing occurs, such Update shall not be deemed to have modified the Schedules for purposes of determining whether there has been a breach of the applicable representations and warranties related to Seller’s indemnification obligations in ARTICLE 8.
Updates to Disclosure Schedules. The Parties acknowledge and understand that the Disclosure Schedules, as of the date of execution of this Agreement, are not complete and, as such, from time to time prior to the Closing, the Equity Holders shall promptly complete, supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which they become aware after the date hereof, which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. Any supplement or amendment to the Disclosure Schedules shall be deemed to amend or modify the applicable representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or for determining whether or not the conditions set forth in Section 2.2 have been satisfied, as if the supplemented or amended Disclosure Schedules had been the original Disclosure Schedules to this Agreement.
Updates to Disclosure Schedules. Upon delivery of any duly completed and executed Pledge Supplement in accordance with the terms hereof, the applicable Schedules hereto shall be deemed to have been updated as provided therein. Except as otherwise set forth herein, the Grantors may execute at any time and deliver to the Collateral Agent and the Administrative Agent a completed and executed Pledge Supplement.
Updates to Disclosure Schedules. (a) (i) MHR shall have the right (but not the obligation) to deliver to MSI, from time to time after the execution of this Agreement or the Initial Closing Date, but no later than the second Business Day prior to either the Initial Closing Date or the Second Closing Date, as applicable, a schedule of changes to any of the Disclosure Schedules relating to any representations or warranties in Article IV with respect to matters arising after the execution of this Agreement or the Initial Closing Date, as the case may be, that, if existing at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules in order to make the applicable representations and warranties true and correct in all material respects as of the date hereof (each, an “Update Schedule”). Such Update Schedule shall be deemed to be incorporated into and to supplement and amend the Disclosure Schedules (and all references to the “Disclosure Schedules” in this Agreement shall include such Update Schedule to the extent applicable). To the extent that MHR determines that any such event, development or occurrence on or after the execution of this Agreement or the Initial Closing Date (and any such determination prior to the Initial Closing Date shall be made in good faith by MHR), as applicable, that is the subject of the Update Schedule constitutes or relates to something that (either individually or in the aggregate with all or any other predecessor Update Schedule) would cause the representations and warranties contained in Article IV to not be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which event, development or occurrence would cause such representations and warranties to be not true and correct in all respects), then MHR will advise MSI in writing of such determination at the time that such Update Schedule is delivered to MSI (any Update Schedule in which MHR provides MSI written notice of such determination, a “Material Update”). Upon MSI’s receipt of any Material Update, MSI shall have the right to terminate Section 2.2 or Section 2.3 of this Agreement, as applicable, for all purposes without any liability whatsoever to MSI or MHR or their respective Affiliates.
Updates to Disclosure Schedules. (a) Seller Parties shall, within thirty (30) days from the date of this Agreement, finalize and deliver to Buyer, Schedules 2.8, 3.1(a), 3.3, 3.4, 3.5(a), 3.5(b), 3.6(a), 3.6(b), 3.6(c), 3.7(b)(i), 3.7(b)(ii), 3.8, 3.9(a), 3.9(b), 3.11(a), 3.11(f), 3.12(a), 3.12(b), 3.12(c), 3.12(d), 3.13(a), 3.13(d), 3.13(e), 3.14(a), 3.14(b), 3.16(a), 3.16(b), 3.16(e), 3.18(a), 3.18(b), 3.19, 3.20(a), 3.20(b), 3.20(c), 3.21, 3.22, 3.23, 3.24(c), 3.24(d) and 5.7 (the “Initial Schedule Update”) in form and substance reasonably satisfactory to Buyer. From and after the date of this Agreement until the Closing, Buyer may, in its sole discretion, update, amend or modify Schedules 2.8, 4.3 and 7.1(a) to reflect any facts, circumstances or events arising or becoming known to Buyer during the period subsequent to the date hereof in connection with the Initial Schedule Update.
Updates to Disclosure Schedules. The Company hereby represents and warrants to Acquiror and Merger Sub that, except as set forth in a supplement to the Company Disclosure Schedules delivered to Acquiror and Merger Sub in connection with the execution and delivery of this Amendment, since the date of the Agreement, the Company has not become aware of any fact, condition or occurrence that would require any change in the Company Disclosure Schedules previously delivered to Acquiror and Merger Sub as of the date of the Agreement for the Company to be in compliance with Section 6.8 of the Agreement (provided that the reference to “Breach” therein shall be qualified with “material” for this purpose), or otherwise to prevent such Company Disclosure Schedules from being materially misleading to Acquiror and Merger Sub, in each case as of the date hereof. Acquiror and Merger Sub hereby represent and warrant to the Company that, except as set forth in a supplement to the Acquiror Disclosure Schedules delivered to the Company in connection with the execution and delivery of this Amendment, since the date of the Agreement, Acquiror and Merger Sub have not become aware of any fact, condition or occurrence that would require any change in the Acquiror Disclosure Schedules previously delivered to the Company as of the date of the Agreement for Acquiror to be in compliance with Section 7.3 of the Agreement (provided that the reference to “Breach” therein shall be qualified with “material” for this purpose), or otherwise to prevent such Acquiror Disclosure Schedules from being materially misleading to the Company, in each case as of the date hereof.
Updates to Disclosure Schedules. From time to time prior to and up to three (3) days prior to the Closing Date, Avista shall provide written notice to NorthWestern of any fact, matter, condition, event or circumstance that occurs following the date of this Agreement and that, individually or in the aggregate, renders Avista unable, without amending 28 the Disclosure Schedules, to satisfy the condition precedent under Section 3.4(b) (each, an “Update”). For the avoidance of doubt, the delivery of documents to NorthWestern or Avista, as applicable, shall not constitute written notice of an Update. In the event that NorthWestern does not terminate this Agreement pursuant to Section 9.1(d)(i) following delivery of such Update, then Avista shall be permitted to update the applicable Schedule(s) to properly reflect the fact, matter, condition, event or circumstance disclosed to NorthWestern in such Update, and the applicable representations and warranties of Avista set forth in this Agreement made following the Update shall be subject to the Schedules attached hereto, as modified or amended by such Update, for purposes of satisfying the conditions to Closing set forth in Section 3.4; provided, that, if the Closing occurs, such Update shall not be deemed to have modified the Schedules for purposes of determining whether there has been a breach of the applicable representations and warranties related to Avista’s indemnification obligations in Article 8.
