Updated Disclosure Schedules. Notwithstanding anything to the contrary contained in this Agreement, Sellers and Target shall have the right to revise the Disclosure Schedules with respect to Sellers’ and Target’s representations and warranties set forth in Sections 3.02, 5.05, 5.06, 5.09, 5.10, 5.14, 5.19, 5.22 (solely as it relates to updates of the documents and accounts referred to therein), 5.23, 5.25 and 5.26 of this Agreement to reflect circumstances or events that may occur after the date of signing this Agreement (collectively, “Post-Agreement Disclosures”) by delivering a revised Disclosure Schedule to Buyer at any time within five (5) Business Days prior to the Closing Date (without further modification other than the addition of any such Post-Agreement Disclosures), provided that (a) the term “Post-Agreement Disclosures” shall not include any circumstances or events of which Sellers or Target either had Knowledge as of the date of this Agreement or would have had Knowledge had Sellers or Target exercised commercially reasonable diligence to determine whether such circumstances or events existed prior to the date of this Agreement (provided that Sellers and Target shall not be required to contact any Third Party operator of the Properties to exercise commercially reasonable diligence) or which relate to any action or inaction on the part of Nominee or any Owner that constitutes a breach of a covenant contained in this Agreement, (b) Sellers and Target shall not have the right to revise the Disclosure Schedule to reflect or incorporate any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” and (c) notwithstanding anything herein to the contrary, no disclosure of any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” will, or shall be deemed to, cure (or result in a waiver by Buyer of) any breach as of the Execution Date by an Owner of a representation or warranty due to such circumstances or events. If such Post-Agreement Disclosures, in the aggregate could reasonably be expected to result in an adverse effect to the Transferred Interests, the Properties or Buyer in an amount greater than or equal to $5,000,000, then, at any time prior to the Closing, Buyer shall, as the sole and exclusive remedy of the Buyer, have the right to terminate this Agreement by written notice to Seller Representative, in which event the Deposit shall...
Updated Disclosure Schedules. Between the date of this Agreement and the Closing Date, if any Controlling Shareholder or the Company becomes aware of any fact or condition that causes any of the representations and warranties in this Agreement to become untrue, misleading, or inaccurate in any material respect, such party will promptly deliver to Purchaser an updated Disclosure Schedule ("Updated Disclosure Schedule") setting forth the facts or conditions that cause such representation, warranty, or Disclosure Schedule to become untrue, misleading, or inaccurate.
Updated Disclosure Schedules. Seller shall have the right (but not the obligation), no later than five Business Days prior to the Closing Date, to deliver an updated Disclosure Schedule to Purchaser (an “Updated Disclosure Schedule”). Any additional disclosures provided in such Updated Disclosure Schedule that were not set forth in the Disclosure Schedule delivered by Seller to Purchaser on the Effective Date shall be deemed to have qualified the representations and warranties made by Seller as of the Closing Date (and to cure any inaccuracy in such representations and warranties as of the Closing Date that would otherwise have existed) and be taken into account solely for the purpose of determining whether the representations or warranties made by the Seller in ARTICLE 3 are true and correct as of the Closing (and, for the avoidance of doubt, not as of the Effective Date) for purposes of Seller’s indemnity pursuant to ARTICLE 8 and, for the avoidance of doubt, shall not be taken into account for the purpose of determining whether the condition to the Closing set forth in Section 6.1(b) has been satisfied. The right to deliver an Updated Disclosure Schedule shall be at Seller’s sole discretion, and the failure of Seller to deliver an Updated Disclosure Schedule hereunder (or to otherwise notify Purchaser in the event a representation or warranty made by Seller hereunder is or becomes untrue) shall not constitute a breach of this Agreement or give rise to any Liability of Seller (other than pursuant to the indemnity obligations set forth in ARTICLE 8 in the event of an inaccuracy of the representations and warranties made by Seller in ARTICLE 3).
Updated Disclosure Schedules. A certificate signed by the chief financial officer or chief executive officer of the Borrower dated as of the Sixth Amended and Restated Effective Date, proposing any necessary changes to the Schedules to this Agreement in form and substance reasonably satisfactory to the Agent occurring after the Original Closing Date.
Updated Disclosure Schedules. The Buyer shall be satisfied in its sole discretion with any disclosures contained on any Updated Disclosure Schedules.
Updated Disclosure Schedules. Updated Disclosure Schedules delivered by Borrowers at the request of Lender.
Updated Disclosure Schedules. Seller shall promptly disclose to Purchaser in writing any information contained in the representations and warranties or the Disclosure Schedules which, because of an event occurring after the Effective Date, is incomplete or is no longer correct as of all times after the Effective Date until the Closing Date and shall, three days before the Closing Date, document all such disclosures in an updated Disclosure Schedule. Such updated Disclosure Schedule shall not be deemed to amend or supplement the representations and warranties of Seller or the Disclosure Schedules thereto for the purposes of Article V of this Agreement unless Purchaser shall have consented thereto in writing.
Updated Disclosure Schedules. At any time prior to the Closing, Parent shall be entitled to deliver to Buyer updates to or substitutions of the Disclosure Schedules provided that such updates or substitutions are clearly marked as such and are addressed to Buyer at the address listed in Section 12.01. In the event that Parent delivers updated or substitute Disclosure Schedules on or after the third day before any scheduled closing date, Buyer shall be entitled to extend the scheduled closing date to the third day after it receives the updated or substitute Disclosure Schedules, or if such day is not a Business Day, to the next Business Day. The delivery by Parent of updated or substitute Disclosure Schedules shall not prejudice any rights of Buyer under this Agreement, including but not limited to the right to claim that the representations and warranties of Parent, when made on the date of this Agreement, were untrue.
Updated Disclosure Schedules. At any time prior to the Closing, each Member shall be entitled to deliver to the other Member updates to, or substitutions of, such Member’s Disclosure Schedules; provided, that such updates or substitutions are clearly marked as such and are addressed to the other Member at the addresses listed in Section 13.01. In the event any Member delivers updated or substitute Disclosure Schedules within three days of any date scheduled for Closing, the other Member shall be entitled to extend, by written notice to the updating Member, the scheduled date for Closing to the third day after it receives the updated or substitute Disclosure Schedules, or if such day is not a Business Day, to the next Business Day. The delivery by a Member of updated or substitute Disclosure Schedules shall not prejudice any rights of the other Member under this Agreement, including the right to claim that the representations and warranties of the updating Member, when made on the date of this Agreement or as of the Closing Date, were untrue, or that any condition to Closing (without regard to any such updates or substitutions) was unfulfilled.
Updated Disclosure Schedules. Prior to Closing, the Company Group shall be entitled to deliver to Buyer updates to, or substitutions of, any Schedule identified in Articles V and VI to reflect actions taken by the Company after the date hereof specifically permitted by Section 8.1 and the corresponding representation and warranty related to such schedule shall automatically be deemed to be qualified as set forth in such updated schedule as of the Closing Date solely for the purposes of indemnification obligations of the Sellers hereunder.
