Update Information. Not earlier than ten (10) and not less than five (5) calendar days before the date scheduled for Closing, Seller and Purchaser shall correct and supplement in writing any information furnished on Schedules that, to the knowledge of Seller or Purchaser, respectively, is incorrect or incomplete, and shall promptly furnish such corrected and supplemented information to the other, so that such information shall be correct and complete to the knowledge of such party at the time such updated information is so provided. Thereafter, prior to the Closing, Seller and Purchaser shall each notify the other in writing of any changes or supplements to the updated information needed, to the knowledge of Seller or Purchaser, respectively, to make such information correct and complete to the knowledge of such party as of the Closing. It is agreed that the furnishing of such corrected and supplemental information, in and of itself, shall not create any presumption that such information constitutes or evidences the existence of a material change or any breach or violation by Seller or Purchaser of any provision of this Agreement, it being understood that any determination as to whether such a breach or violation exists shall be made on the basis of any and all relevant information, which may include information as is so furnished under this Section 6.2.
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Sources: Asset Purchase Agreement (UCI Holdco, Inc.), Asset Purchase Agreement (United Components Inc)
Update Information. Not earlier than ten (10) and not less than five (5) calendar 5 business days before the date scheduled for Closing, Seller AEL and Purchaser Buyer shall correct and supplement in writing any information furnished on Schedules that, to the knowledge of Seller AEL or PurchaserBuyer, respectively, is incorrect or incompleteincomplete in any material respect, and shall promptly furnish such corrected and supplemented information to the other, so that such information shall be correct and complete in all material respects to the knowledge of such party at the time such updated information is so provided. Thereafter, prior to the Closing, Seller AEL and Purchaser Buyer shall each notify the other in writing of any changes or supplements to the updated information needed, to the knowledge of Seller AEL or PurchaserBuyer, respectively, to make such information correct and complete to the knowledge of such party as of the Closing. It is agreed that the furnishing of such corrected and supplemental information, in and of itself, shall not create any presumption that such information constitutes or evidences the existence of a material change or any breach or violation by Seller AEL or Purchaser Buyer of any provision of this Agreement, it being understood that any determination as to whether such a breach or violation exists shall be made on the basis of any and all relevant information, which may include information as is so furnished under this Section 6.23.12.
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