No statute decides whether a disclosure-schedule update cures the closing-condition bring-down alone or the indemnity as well — a clause curing 'for all purposes' folds them into a single decision, while a narrower clause keeps them separate.
Short answer
It depends entirely on how the update clause is worded: a clause that cures “for all purposes” collapses the closing-condition bring-down and the indemnity into one decision, so closing after an update means automatically giving up the indemnity for whatever it disclosed, while a clause limited to satisfying the closing condition — commonly paired with a carve-out preserving indemnification — keeps the two separate.
No statute decides whether updating a disclosure schedule cures only the closing-condition bring-down, or the indemnity as well — that depends entirely on how the update clause itself is drafted. A closing-condition cure asks whether the buyer still has to close given what the updated schedules now show, with the option to walk if the update is serious enough. An indemnity cure asks a different question: whether the seller still owes compensation for what the update disclosed, after the deal has already closed on that basis.
A clause that cures “for all purposes” is not ambiguous, and a court will not read genuine ambiguity into plain words just because one side would prefer a narrower result — contra proferentem, construing genuine ambiguity against the drafter, applies only to real ambiguity in a standard-form contract one side had no real ability to negotiate, not to a clearly worded clause in an arm's-length agreement between two represented parties. A representation qualified except as set forth in Schedule 4.9 is, separately, not qualified by anything not actually set forth in that named schedule — a document genuinely available somewhere in a data room does not count unless the agreement's own definitions say a data-room upload counts as disclosure.
Some purchase agreements deliberately expand the definition, adding a “deemed disclosure” or data-room qualifier that treats anything genuinely available in the data room as disclosed for every representation. Absent that language, a scheduled-disclosure representation is qualified only by what actually appears in the named schedule, however prominently the same fact might sit elsewhere in the data room.
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