Right to Update. From and after the date hereof until the earlier of three (3) days prior to the Closing or the termination of this Agreement in accordance with its terms, Sellers shall have the right (but not any obligation) to update or amend in any respect its disclosure of any matter set forth or permitted to be set forth in the Disclosure Schedule if such matter arises (or, in the case of matters for which such Sellers’ disclosure obligation is limited to the knowledge of Sellers, is discovered) after the date hereof. No such update or amendment shall (a) be considered or given effect for purposes of determining the satisfaction of the conditions of Buyers set forth in Article VI, (b) affect in any respect Buyers’ rights of termination and waiver set forth in Article VIII or (c) affect in any respect Buyers’ right or claim pursuant to the terms of this Agreement or otherwise, including pursuant to Article VII hereof, with respect to such disclosures. Notwithstanding the foregoing, if such updates or amendments (y) would permit Buyers to terminate this Agreement pursuant to Section 8.1(d) and (z) Buyers do not do so and the Closing shall occur, then Buyers shall be deemed to have waived any right or claim pursuant to the terms of this Agreement or otherwise, including pursuant to Article VII hereof, with respect to such disclosures.
Right to Update. Host reserves right to update the terms and conditions of this Agreement periodically for the purpose of maintaining relevance and currency of Agreement, and both Parties agree that no updating by Host shall affect binding nature of the Agreement. 110120
Right to Update. Until the Closing Date, Seller and Buyer shall each have the right to update or amend in any respect its disclosure of any matter set forth or permitted to be set forth on any Schedule with respect to Article IV or V to the extent permitted herein. No change or addition to a Schedule made pursuant to this Section 6.8 shall be deemed to cure any breach of any representation or warranty resulting from such change or addition unless (i) such breach is not reasonably expected to have a Material Adverse Effect, (ii) Buyer or Seller, as applicable, specifically agrees to such change or addition in writing or (iii) consummates the Closing under this Agreement. No such change or addition to any Schedule with respect to Article IV or V shall be considered to constitute or give rise to a waiver by Buyer or Seller, as applicable, of any condition set forth in this Agreement, unless (A) such change is not reasonably expected to have a Material Adverse Effect, (B) such Party specifically agrees to such change or addition in writing or (C) consummates the Closing under this Agreement after receipt of such updated Schedules. Further, if any change or addition to a Schedule made pursuant to this Section 6.8 is specifically agreed to in writing by the Buyer or Seller, as applicable, or if the Closing is consummated after receipt of such updated Schedules, in each case the updated Schedules to the extent agreed to or existing at the time of Closing, as applicable, shall be deemed so amended and used for purposes of determining whether any Indemnitee is entitled to indemnification under Article VIII hereof. Neither Buyer nor Seller shall have any right to update or amend any Schedule with respect to any other Article of this Agreement.
Right to Update. Seller shall promptly advise Buyer in writing if Seller obtains Actual Knowledge of any information following the Effective Date which would make any of Seller’s representations and warranties set forth in this Article 4 untrue in any material respect; provided, however, that it shall not be a breach of such representation or warranty if Seller did not have Actual Knowledge that such representation or warranty was untrue when made. If Seller or Buyer acquires Actual Knowledge following the Effective Date and prior to the Closing which would make any of the representations or warranties untrue in any material adverse respect, then, as Buyer’s sole remedy, Buyer shall have the right to terminate this Agreement by delivery of written notice to Seller prior to the Closing Date and, in the event of such termination, the Deposit shall be returned to Buyer and all rights and obligations under this Agreement shall cease except those which expressly survive. If, prior to the Closing, Buyer becomes aware of any facts that make any of the representations or warranties set forth in this Article 4 untrue, but Buyer nevertheless elects to close hereunder, then Buyer shall be deemed to have waived any claim against Seller based on such untrue representation or warranty. The provisions of the immediately preceding sentence shall survive the Closing.
Right to Update. 27 6.8 Removal of Trademarks . . . . . . . . . . . . . . . . . . . . 27
Right to Update. From time to time prior to the Closing, Seller shall have the right (but not any obligation) to update or amend in any respect its disclosure of any matter set forth or permitted to be set forth in any Exhibit or Schedule hereto. If Buyer believes in good faith that the information in any such update or amendment discloses any fact or circumstance that could have a Material Adverse Effect or could constitute a Material Environmental Matter, then Buyer shall so notify Seller in writing within five (5) business days after the date on which Seller notifies Buyer of the proposed update or amendment. If Buyer fails to so notify Seller within such five (5) business day period, the update or amendment shall be deemed to have been accepted by Buyer. If Buyer does so notify Seller, within five (5) business days of Seller's receipt of such notice, the parties shall meet to attempt in good faith to negotiate an equitable resolution, by adjustment of the Purchase Price or otherwise. If the parties are unable to reach such a resolution within ten (10) business days of such meeting, Buyer may terminate this Agreement by written notice to Seller. Effective as of the Closing, except as the parties may otherwise expressly agree in connection with any objection raised by Buyer pursuant to this Section 6.7, Buyer shall be deemed to have waived its right to make any claim for indemnification under this Agreement on the basis of any facts disclosed to Buyer prior to the Closing in any update or amendment to the Exhibits or Schedules as discussed above.
Right to Update. From time to time prior to the Closing, ---------------
Right to Update. From time to time prior to the Closing, Seller shall have the right (but not any obligation, subject to Section 5.4(o)) to update or amend in any respect its disclosure of any matter set forth or permitted to be set forth in the Disclosure Schedule that does not arise from (i) any breach of this Agreement by Seller or (ii) any inaccuracy of any representation or warranty made by Seller in this Agreement as of the date hereof. No such update or amendment shall: (a) be considered or given effect for purposes of determining the satisfaction of the conditions of Buyer Entities set forth in Article VI; or (b) affect in any respect Buyer Entities’ right of termination and waiver set forth in Article VIII.
Right to Update. Prior to the Closing Date, Seller may notify Purchaser in writing of any facts, conditions or circumstances which come to Seller’s Knowledge that render any of the representations and warranties set forth in this Section 4.2 in any way inaccurate, incomplete, incorrect or misleading. Except as set forth below, in the event of any update to Seller’s warranties and representations, Seller shall not be in default hereunder and shall have no liability as a result thereof. If an update makes any representation or warranty previously given materially inaccurate, incomplete, incorrect or misleading, Purchaser may, at its option, (i) proceed to purchase the Property pursuant to this Agreement, in which case Purchaser’s objection to the inaccuracy of Seller’s representations and warranties shall be deemed waived by Purchaser, or (ii) terminate this Agreement by giving written notice thereof to Seller, in which case the Exxxxxx Money shall be refunded to Purchaser and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations; provided, however, if such inaccuracy is attributable to events or circumstances that existed prior to the execution of this Agreement of which Seller or Seller’s Representative, as applicable, had knowledge or to intentional acts or omissions of Seller taken in Bad Faith between the date of this Agreement and the Closing, Purchaser shall be entitled to the remedies provided in Section 7.1. The warranties and representations set forth in this Section 4.2 shall survive Closing for a period of nine (9) months. As used in this Agreement when referring to the acts of Seller, “Bad Faith” shall mean (i) an act that a reasonable third party would consider was taken outside of the ordinary course of business in order to prevent or dissuade Purchaser from purchasing the Property from Seller, including, but not limited to, the placement of a consensual lien upon the Property as a result of the actions of Seller which is not released at or before Closing or an amendment to or termination of the Lease executed by Seller to which Purchaser does not consent, or (ii) Seller’s failure to satisfy its obligation to close the transaction contemplated by this Agreement. As used in this Agreement when referring to the acts of Purchaser, “Bad Faith” shall mean an act that a reasonable third party would consider was taken outside of the ordinary course of business in order to prevent or dissuade Seller from selling the ...
Right to Update. Sizzix reserves the right, at our discretion, to change, modify, add or remove portions of these Terms at any time by distributing to you a revised version of Terms.
