Common use of Updating Schedules Clause in Contracts

Updating Schedules. Prior to Closing, Seller shall (in reasonable detail so that Buyer can understand the consequence thereof) in writing by notice to the Buyer supplement and/or otherwise amend the Lists and only those Schedules which relate to the matters contained in Articles III and IV hereof, including by the addition of new schedules with respect to any representations and warranties of Seller in this Agreement for which no schedule was provided as of the date hereof (such Schedules as supplemented and/or otherwise amended and any such new schedules, being collectively referred to herein as the “Updated Schedules”, and such Lists as supplemented and/or otherwise amended being referred to herein as the “Updated Lists”), in each case with respect to matters arising after the date of this Agreement which matters, if existing as of the date of this Agreement, would have been set forth in such Schedules or Lists; provided that the foregoing shall not apply with respect to any Schedule or potion of a List that relates solely to the date of this Agreement. Notwithstanding the foregoing, no Updated Schedule or Updated List shall be deemed to have cured any breach of any representation or warranty made by Seller as of the date of this Agreement, unless Buyer otherwise consents in writing. Seller and Buyer acknowledge and agree that the inclusion of any item or statement in any Schedule, List, Updated Schedule or Updated List, which item or statement was not required to be included in such documents (because it does not meet a threshold amount for inclusion or for any other reason), shall not be construed to create any obligation to include any item or statement in the same or any different Schedule, List, Updated Schedule or Updated List, which item or statement is not required to be so included (because it does not meet a threshold amount for inclusion or for any other reason). Seller agrees to advise Buyer promptly in writing of any matter or occurrence of which it has or obtains Knowledge, and Buyer agrees to advise Seller promptly in writing of any matter of which Buyer has knowledge, which, in either case, may constitute a breach by either Party of any representation, warranty or covenant contained in this Agreement.

Updating Schedules. Prior The GP, U.S. Propane and the Venturers will, promptly upon becoming aware of any fact, matter, circumstance or event, which fact, matter, circumstance or event arose either (i) on or prior to Closing, Seller shall (in reasonable detail so that Buyer can understand the consequence thereof) in writing by notice to the Buyer supplement and/or otherwise amend the Lists and only those Schedules which relate to the matters contained in Articles III and IV hereof, including by the addition of new schedules with respect to any representations and warranties of Seller in this Agreement for which no schedule was provided as of the date hereof (such Schedules as supplemented and/or otherwise amended and any such new schedules, being collectively referred a "Pre-signing Event") or (ii) after the date hereof but prior to herein as the “Updated Schedules”, and such Lists as supplemented and/or otherwise amended being referred to herein as the “Updated Lists”Closing (a "Post-Signing Event"), in each case with respect any case, requiring supplementation or amendment of the schedules provided by the Venturers in the Disclosure Schedules of the Venturers, supplement or amend such schedules to matters arising after the date of this Agreement which mattersto reflect any fact, matter, circumstance or event, which, if existing as of existing, occurring or known on the date of this Agreement, would have been required to be set forth or described in such schedules which were or have been rendered inaccurate thereby. Notwithstanding the immediately preceding sentence, any such supplements or amendments must be made prior to such date on which the last of the conditions to Closing set forth in Sections 8.1 and 8.2 have been satisfied or waived by the party or parties entitled to waive the same, it being the intention of the parties that such schedules may not be amended within 72 hours prior to the Closing. All supplements and amendments to the schedules provided by the Venturers are provided for the information of the Acquirer only and no such supplement or amendment to the schedules shall (i) amend or supplement the representations and warranties (and corresponding schedules) made as of the date hereof or (ii) have any effect for the purpose of determining (A) satisfaction of the conditions set forth in Article 8 hereof or (B) compliance by the GP, U.S. Propane and the Venturers with their respective covenants and agreements set forth herein; provided, however, that if the Closing occurs the Disclosure Schedules as so supplemented or Lists; provided that amended as of the foregoing shall not apply Closing with respect to any Schedule or potion of a List that relates solely to the date of this Agreement. Notwithstanding the foregoing, no Updated Schedule or Updated List Pre-Signing Events and Post-Signing Events shall be deemed to have cured be the Disclosure Schedules for purposes of determining whether or not any breach of the representations and warranties of any representation or warranty made by Seller as of the date of this Agreement, unless Buyer otherwise consents in writing. Seller and Buyer acknowledge and agree that the inclusion of any item or statement in any Schedule, List, Updated Schedule or Updated List, which item or statement was not required to be included in such documents (because it does not meet a threshold amount for inclusion or for any other reason), shall not be construed to create any obligation to include any item or statement in the same or any different Schedule, List, Updated Schedule or Updated List, which item or statement is not required to be so included (because it does not meet a threshold amount for inclusion or for any other reason). Seller agrees to advise Buyer promptly in writing of any matter or occurrence of which it Venturers has or obtains Knowledge, and Buyer agrees to advise Seller promptly in writing of any matter of which Buyer has knowledge, which, in either case, may constitute a breach by either Party of any representation, warranty or covenant contained in this Agreementoccurred.

Updating Schedules. Prior The Selling Parties shall be entitled to Closingupdate, Seller shall (amend or modify the Schedules to this Agreement set forth in reasonable detail so that Buyer can understand Article IV of this Agreement after the consequence thereof) in writing by notice date hereof to the Buyer supplement and/or otherwise amend Closing Date (the Lists and only those Schedules which relate "Update Period") to reflect factors, circumstances or events first arising or, in the matters contained in Articles III and IV hereof, including by the addition case of new schedules with respect to any representations and warranties of Seller given to the Selling Parties' Knowledge, becoming known to the Selling Parties during the Update Period by providing Silgan with written notice setting forth the update and specifying the Schedule to be updated thereby; provided, however, that if any such Schedules are updated, amended or modified in a manner that discloses any matter that, individually or in the aggregate with other such matters, has or would reasonably be expected to have a Material Adverse Effect, Silgan may immediately terminate this Agreement for which no schedule was provided as of pursuant to Section 8.1(f). In addition, the date hereof (such Selling Parties shall update, amend or modify Schedules as supplemented and/or otherwise amended and any such new schedules, being collectively referred to herein as the “Updated Schedules”, and such Lists as supplemented and/or otherwise amended being referred to herein as the “Updated Lists”1.1(A), in each case with respect 2.2(a)(ix), 2.2(a)(xiv), 2.2(b)(xii), 2.2(b)(xiv) and 3.2(c) to matters arising after the date of this Agreement which matters, if existing as of during the date of this Agreement, would have been set forth Update Period to reflect only changes in such Schedules for Contracts entered into, amended or Lists; provided that terminated in accordance with their terms or assets acquired or disposed of, each during the foregoing Update Period and in the ordinary course of business and consistent with Section 6.1 hereof. To the extent any such update pursuant to this Section 6.17 causes Silgan or an Acquired Company to incur a Loss and Silgan does not have the right to terminate this Agreement as hereinabove set forth, Silgan shall not apply be entitled to seek indemnification for such Loss in accordance with respect to any Schedule or potion of a List that relates solely Article X. Notwithstanding anything herein to the date of contrary, in the event Silgan exercises its right to terminate this Agreement. Notwithstanding Agreement as hereinabove set forth and the foregoingupdate, amendment or modification giving rise to such termination relates to facts, circumstances or events first arising during the Update Period, the Selling Parties shall have no Updated Schedule or Updated List shall be deemed to have cured any breach of any representation or warranty made by Seller as of the date of this Agreement, unless Buyer otherwise consents in writing. Seller and Buyer acknowledge and agree that the inclusion of any item or statement in any Schedule, List, Updated Schedule or Updated List, which item or statement was not required to be included in such documents (because it does not meet a threshold amount for inclusion or liability for any other reason), shall not be construed to create any obligation to include any item or statement in the same or any different Schedule, List, Updated Schedule or Updated List, which item or statement is not required to be so included (because it does not meet a threshold amount for inclusion or for any other reason). Seller agrees to advise Buyer promptly in writing of any matter or occurrence of which it has or obtains Knowledge, and Buyer agrees to advise Seller promptly in writing of any matter of which Buyer has knowledge, which, in either case, may constitute a breach by either Party of any representation, warranty or covenant contained in this AgreementLoss.

Updating Schedules. Prior to Closing, Seller shall (in reasonable detail so that Buyer can understand the consequence thereof) in writing by notice to the Buyer supplement and/or otherwise amend the Lists Material Contracts List and only those Schedules which relate to the matters contained in Articles III and IV hereof, including by the addition of new schedules with respect to any representations and warranties of Seller in this Agreement for which no schedule was provided as of the date hereof (such Schedules as supplemented and/or otherwise amended and any such new schedules, being collectively referred to herein as the “Updated Schedules”, ,” and such Lists Material Contracts List as supplemented and/or otherwise amended being referred to herein as the “Updated ListsMaterial Contracts List”), in each case with respect to matters arising after the date of this Agreement which matters, if existing as of the date of this Agreement, would have been set forth in such Schedules or Liststhe Material Contracts List; provided that the foregoing shall not apply with respect to any Schedule or potion of a the Material Contracts List that relates solely to the date of this Agreement. Notwithstanding the foregoing, no Updated Schedule or Updated Material Contracts List shall be deemed to have cured any breach of any representation or warranty made by Seller as of the date of this Agreement, unless Buyer otherwise consents in writing. Seller and Buyer acknowledge and agree that the inclusion of any item or statement in any Schedule, Material Contracts List, Updated Schedule or Updated Material Contracts List, which item or statement was not required to be included in such documents (because it does not meet a threshold amount for inclusion or for any other reason), shall not be construed to create any obligation to include any item or statement in the same or any different Schedule, Material Contracts List, Updated Schedule or Updated Material Contracts List, which item or statement is not required to be so included (because it does not meet a threshold amount for inclusion or for any other reason). Seller agrees to advise Buyer promptly in writing of any matter or occurrence of which it has or obtains Knowledge, and Buyer agrees to advise Seller promptly in writing of any matter of which Buyer has knowledge, which, in either case, may constitute a breach by either Party of any representation, warranty or covenant contained in this Agreement.

Updating Schedules. Prior Sellers must, from time to Closingtime, Seller shall (in reasonable detail so that prior to the Closing Date, provide to Buyer can understand a supplement or amendment to the consequence thereof) Schedules in writing by notice (a “Schedules Notice”) to the Buyer supplement and/or otherwise amend the Lists and only those Schedules which relate to the matters contained in Articles III and IV hereofdisclose any information, including by the addition of new schedules with respect to any circumstance or event, that otherwise would render any representation or warranty of Sellers contained in ARTICLE III (Representations and Warranties of Sellers), if made on the Closing Date (or, in the case of representations and warranties of Seller in this Agreement for which no schedule was provided that address matters only as of the date hereof (a particular date, as of that date), untrue or inaccurate in any material respect; provided, that any such Schedules as supplemented and/or otherwise amended and Notice will not be taken into account in determining the existence of a breach of any such new schedules, being collectively referred to herein as the “Updated Schedules”, and such Lists as supplemented and/or otherwise amended being referred to herein as the “Updated Lists”representation or warranty for purposes of ARTICLE VIII (Indemnification), . If Sellers deliver a Schedules Notice (which may contain additional Schedules that are not in each case with respect to matters arising after the date of this Agreement which matters, if existing existence as of the date of this Agreement, would have been Agreement relating to any of the provisions contained in ARTICLE III (Representations and Warranties of Sellers)) pursuant to this Section 5.15 and disclose information that makes it impossible for Sellers to satisfy the condition set forth in Section 6.2(a) (Conditions Precedent to Buyers' Obligation to Close), then Buyers will have the right to terminate this Agreement by providing written notice of such termination to Sellers within seven (7) Business Days of Buyers' receipt of the final Schedules or ListsNotice; provided that provided, for the foregoing shall not apply with respect to any Schedule or potion avoidance of doubt, the delivery of a List that relates solely to Schedules Notice will not constitute an action set forth in subsection (b)(vii) of the date definition of “Material Adverse Effect”, and any items and/or actions set forth in a Schedules Notice may be taken into account when assessing whether there has been a Material Adverse Effect for purposes of this Agreementsentence. Notwithstanding In assessing the foregoing, no Updated Schedule or Updated List shall be deemed to have cured any existence of a breach of any representation or warranty made by Seller as for purposes of the date of this Agreement, unless Buyer otherwise consents in writing. Seller and Buyer acknowledge and agree that the inclusion of any item or statement in any Schedule, List, Updated Schedule or Updated List, which item or statement was not required to be included in such documents ARTICLE VIII (because it does not meet a threshold amount for inclusion or for any other reasonIndemnification), shall not the accuracy of such representation or warranty will be construed assessed without reference to create any obligation to include any item or statement in the same or any different Schedule, List, Updated Schedule or Updated List, which item or statement is not required to be so included (because it does not meet a threshold amount for inclusion or for any other reason). Seller agrees to advise Buyer promptly in writing of any matter or occurrence of which it has or obtains Knowledge, and Buyer agrees to advise Seller promptly in writing of any matter of which Buyer has knowledge, which, in either case, may constitute a breach by either Party of any representation, warranty or covenant contained in this AgreementSchedules Notice.