Common use of Schedule Supplements Clause in Contracts

Schedule Supplements. Each party shall have the right to supplement such party’s Schedules to this Agreement to reflect (i) changes in the operation of the Project or the Purchased Assets consented to by Buyer and (ii) facts, events or circumstances occurring subsequent to the date hereof (or, in the case of items that are based on a party’s Knowledge, matters of which such party first acquires such Knowledge after the date hereof); provided, that the supplementing party provides such supplement to the other party promptly upon the supplementing party becoming aware of such changes, facts, events or circumstances. (a) To the extent that any such subsequent facts, events or circumstances (i) would cause, or would reasonably be expected to cause, a Material Adverse Effect (considered without giving effect to part (v) of the definition of “Excluded Matter” set forth in the definition of “Material Adverse Effect”), (ii) would cause, or would reasonably be expected to cause, any representation and warranty of the supplementing party hereunder not qualified by materiality to not be true and correct in all material respects, or (iii) would cause, or would reasonably be expected to cause, any representation or warranty of the supplementing party hereunder qualified by materiality to not be true and correct in all respects (each of the foregoing, a “Supplemental Triggering Event”), then the non-supplementing party shall have the right to terminate this Agreement, which must be exercised (if at all) by written notice to the supplementing party within ten (10) business days of the non-supplementing party’s receipt of such supplement. If the non-supplementing party fails to so terminate this Agreement as a result of such supplements, such supplements shall be deemed accepted by such party, in which event any breach of any representation or warranty made by the supplementing party which would otherwise exist absent such supplement will be deemed cured for all purposes of this Agreement. (b) Upon each new supplement contemplated by this Section, the non-supplementing party shall be permitted to review the cumulative effect of such supplement and all previous supplements to determine whether such cumulative effect results in a Supplemental Triggering Event, regardless of whether the prior supplements were accepted, or were deemed to be accepted, by the non-supplementing party. (c) Notwithstanding the provisions of Section 10.2, the termination right described herein shall be the sole remedy of the non-supplementing party hereunder.

Schedule Supplements. Each party shall have the right to supplement such party’s Schedules to this Agreement to reflect (i) changes in the operation of the Project or the Purchased Assets consented to by Buyer and (ii) facts, events or circumstances occurring subsequent to the date hereof (or, in the case of items that are based on a party’s Knowledge, matters of which such party first acquires such Knowledge after the date hereof); provided, that the supplementing party provides such supplement to the other party promptly upon the supplementing party becoming aware of such changes, facts, events or circumstances. (a) To the extent that any such subsequent facts, events or circumstances (i) would cause, or would reasonably be expected to cause, a Material Adverse Effect (considered without giving effect to part (v) of the definition of “Excluded Matter” set forth in the definition of “Material Adverse Effect”), (ii) would cause, or would reasonably be expected to cause, any representation and warranty of the supplementing party hereunder not qualified by materiality to not be true and correct in all material respects, or (iii) would cause, or would reasonably be expected to cause, any representation or warranty of 40 Goose APA DOCSNY1:1120714.11 12115-16 RM9/RM9 the supplementing party hereunder qualified by materiality to not be true and correct in all respects (each of the foregoing, a “Supplemental Triggering Event”), then the non-supplementing party shall have the right to terminate this Agreement, which must be exercised (if at all) by written notice to the supplementing party within ten (10) business days of the non-supplementing party’s receipt of such supplement. If the non-supplementing party fails to so terminate this Agreement as a result of such supplements, such supplements shall be deemed accepted by such party, in which event any breach of any representation or warranty made by the supplementing party which would otherwise exist absent such supplement will be deemed cured for all purposes of this Agreement. (b) Upon each new supplement contemplated by this Section, the non-supplementing party shall be permitted to review the cumulative effect of such supplement and all previous supplements to determine whether such cumulative effect results in a Supplemental Triggering Event, regardless of whether the prior supplements were accepted, or were deemed to be accepted, by the non-supplementing party. (c) Notwithstanding the provisions of Section 10.2, the termination right described herein shall be the sole remedy of the non-supplementing party hereunder.