Common use of Updating Disclosure Schedules Clause in Contracts

Updating Disclosure Schedules. During the Interim Period, Seller shall promptly (but no later than thirty (30) days after obtaining Knowledge thereof) notify Buyer of any changes or additions to the Seller Disclosure Schedules required by this Agreement with respect to any matter hereafter arising of which it becomes aware after the Partial Sale Trigger Date which, if existing or occurring on the Date of this Agreement, would have been required to be set forth or described in such Seller Disclosure Schedules (each, a “Schedule Supplement”). If the matters disclosed in such Schedule Supplement (or the matters disclosed in such Schedule Supplement together with the matters disclosed in prior Schedule Supplements) have had or are reasonably likely to have a Material Adverse Effect, Buyer has the right to terminate this Agreement under the terms and conditions of Section 9.01(c) (including, without limitation, the notice and cure period provided therein). If Buyer does not terminate this Agreement under the terms and conditions of Section 9.01(c)), Buyer shall be deemed to have irrevocably waived any right to (a) terminate this Agreement with respect to such matters (including, without limitation, any later right to terminate this Agreement under the terms and conditions of Section 9.01(c) based solely on such matters disclosed and previously disclosed in prior Schedule Supplements), or (b) fail to consummate the Transactions described in this Agreement based solely on such matters disclosed and previously disclosed in prior Schedule Supplements; provided, however, such matters can be taken into consideration together with any matters which are subsequently disclosed to Buyer, or of which Buyer becomes aware, in determining whether the aggregate breaches of representations or warranties and aggregate matters disclosed in any Schedule Supplements, collectively, constitute a Material Adverse Effect with respect to Schedule 9.01(c).

Updating Disclosure Schedules. During Between the Interim date hereof and the Closing Date (the “Update Period”), Seller shall promptly (but no later than thirty (30) days after obtaining Knowledge thereof) notify Buyer of any changes update, amend or additions to supplement the Seller Disclosure Schedules required by to this Agreement to reflect any event, effect, condition, change, development or occurrence first arising or first becoming known to Seller during the Update Period by providing Purchaser with respect to any matter hereafter arising of which it becomes aware after written notice setting forth the Partial Sale Trigger Date which, if existing proposed update and specifying the schedule or occurring on the Date of this Agreement, would have been required schedules to be set forth or described in such Seller Disclosure Schedules updated thereby (each, a “Schedule Supplement”). If In the matters disclosed in event that such event, effect, condition, change, development or occurrence which is the subject of a Schedule Supplement would reasonably be expected to result in any of the conditions to Closing to not be capable of being satisfied and has not been cured by Seller within fifteen (15) Business Days after written notice thereof by Purchaser (or, if earlier, on or prior to the matters disclosed in such Schedule Supplement together with the matters disclosed in prior Schedule Supplements) Outside Closing Date), then Purchaser shall have had or are reasonably likely to have a Material Adverse Effect, Buyer has the right to terminate this Agreement under upon written notice of termination delivered to the terms and conditions Seller not later than twenty (20) Business Days following Purchaser’s receipt of Section 9.01(c) (includingthe applicable Schedule Supplement; provided, without limitationthat if Purchaser has the right to, the notice and cure period provided therein). If Buyer but does not elect to, terminate this Agreement under and the terms and conditions of Section 9.01(c))Closing occurs, Buyer then (i) Purchaser shall be deemed to have irrevocably waived any right to (a) terminate this Agreement with respect to the matters set forth in such matters Schedule Supplement, (includingii) such Schedule Supplement shall be deemed to be incorporated into and to supplement, without limitationamend and modify the Disclosure Schedules, any later right and (iii) Purchaser shall have irrevocably waived its rights to terminate this Agreement indemnification under the terms and conditions of Section 9.01(c) based solely on such matters disclosed and previously disclosed in prior Schedule Supplements), or (b) fail to consummate the Transactions described in this Agreement based solely on such matters disclosed and previously disclosed in prior Schedule Supplements; provided, however, such matters can be taken into consideration together with any matters which are subsequently disclosed to Buyer, or of which Buyer becomes aware, in determining whether the aggregate breaches of representations or warranties and aggregate matters disclosed in any Schedule Supplements, collectively, constitute a Material Adverse Effect 11.2 with respect to the matters set forth in such Schedule 9.01(c)Supplement.

Updating Disclosure Schedules. During the Interim Period, Seller shall promptly (but no later than thirty (30) days after obtaining Knowledge thereof) notify Buyer of any changes or additions to the Seller Disclosure Schedules required by this Agreement with respect to any matter hereafter arising of which it becomes aware after the Partial Sale Trigger Date date hereof which, if existing or occurring on the Date of this Agreement, would have been required to be set forth or described in such Seller Disclosure Schedules (each, a “Schedule Supplement”). If the matters disclosed in such Schedule Supplement (or the matters disclosed in such Schedule Supplement together with the matters disclosed in prior Schedule Supplements) have had or are reasonably likely to have a Material Adverse Effect, Buyer has the right to terminate this Agreement under the terms and conditions of Section 9.01(c9.1(e) (including, without limitation, the notice and cure period provided therein). If Buyer does not terminate this Agreement under the terms and conditions of Section 9.01(c)9.1(e), Buyer shall be deemed to have irrevocably waived any right to (a) terminate this Agreement with respect to such matters (including, without limitation, any later right to terminate this Agreement under the terms and conditions of Section 9.01(c9.1(e) based solely on such matters disclosed and previously disclosed in prior Schedule Supplements), or (b) fail to consummate the Transactions Transaction described in this Agreement based solely on such matters disclosed and previously disclosed in prior Schedule Supplements; provided, however, such matters can be taken into consideration together with any matters which are subsequently disclosed to Buyer, or of which Buyer becomes aware, in determining whether the aggregate breaches of representations or warranties and aggregate matters disclosed in any Schedule Supplements, collectively, constitute a Material Adverse Effect with respect to Schedule 9.01(cSection 9.1.(e).

Updating Disclosure Schedules. During the Interim Period, Seller shall promptly (but no later than thirty (30) days after obtaining Knowledge thereof) notify Buyer of any changes or additions to the Seller Disclosure Schedules required by this Agreement with respect to any matter hereafter arising of which it becomes aware after the Partial Sale Trigger Date date hereof which, if existing or occurring on the Date of this Agreement, would have been required to be set forth or described in such Seller Disclosure Schedules (each, a “Schedule Supplement”). If the matters disclosed in such Schedule Supplement (or the matters disclosed in such Schedule Supplement together with the matters disclosed in prior Schedule Supplements) have had or are reasonably likely to have a Material Adverse Effect, Buyer has the right to terminate this Agreement under the terms and conditions of Section 9.01(c9.1(e) (including, without limitation, the notice and cure period provided therein). If Buyer does not terminate this Agreement under the terms and conditions of Section 9.01(c)9.1(e), Buyer shall be deemed to have irrevocably waived any right to (a) terminate this Agreement with respect to such matters (including, without limitation, any later right to terminate this Agreement under the terms and conditions of Section 9.01(c9.1(e) based solely on such matters disclosed and previously disclosed in prior Schedule Supplements), or (b) fail to consummate the Transactions Transaction described in this Agreement based solely on such matters disclosed and previously disclosed in prior Schedule Supplements; provided, however, such matters can be taken into consideration together with any matters which are subsequently disclosed to Buyer, or of which Buyer Xxxxx becomes aware, in determining whether the aggregate breaches of representations or warranties and aggregate matters disclosed in any Schedule Supplements, collectively, constitute a Material Adverse Effect with respect to Schedule 9.01(cSection 9.1.(e).