Common use of Right to Update Clause in Contracts

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. 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 Buyer or the Selling Parties shall have the right (but not any obligation) to update or amend in any respect its their respective disclosure of any matter set forth or permitted to be set forth in the Disclosure Schedule disclosure schedules if such matter arises (or, in the case of matters for which such Sellers’ the applicable disclosure obligation is limited to the knowledge of Sellersthe Person making the representation, is discovered) after the date hereof. No such update or amendment shall (ai) be considered or given effect for purposes of determining the satisfaction of the conditions of Buyers the Selling Parties or Buyer set forth in Article VIVII, (bii) affect in any respect Buyersthe Selling Parties’ or Buyer’s rights of termination and waiver set forth in Article VIII X or (ciii) affect in any respect Buyersthe Selling Parties’ or Buyer’s right or claim pursuant to the terms of this Agreement or otherwise, including pursuant to Article VII hereof, otherwise with respect to such disclosures. Notwithstanding the foregoing, if such updates or amendments (yA) would permit Buyers the Selling Parties’ or Buyer to terminate this Agreement pursuant to Section 8.1(d) Article X and (zB) Buyers the Selling Parties or Buyer do not do so and the Closing shall occur, then Buyers the Selling Parties or Buyer shall be deemed to have waived any right or claim pursuant to the terms of this Agreement or otherwise, including pursuant to Article VII X hereof, with respect to the matters set forth in such supplemental disclosures.

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 Buyer or the Selling Parties shall have the right (but not any obligation) to update or amend in any respect its their respective disclosure of any matter set forth or permitted to be set forth in the Disclosure Schedule disclosure schedules if such matter arises (or, in the case of matters for which such Sellers’ the applicable disclosure obligation is limited to the knowledge of Sellersthe Person making the representation, is discovered) after the date hereof. No such update or amendment shall (ai) be considered or given effect for purposes of determining the satisfaction of the conditions of Buyers the Selling Parties or Buyer set forth in Article VIVIII, (bii) affect in any respect Buyersthe Selling Parties’ or Buyer’s rights of termination and waiver set forth in Article VIII XI or (ciii) affect in any respect Buyersthe Selling Parties’ or Buyer’s right or claim pursuant to the terms of this Agreement or otherwise, including pursuant to Article VII hereof, otherwise with respect to such disclosures. Notwithstanding the foregoing, if such updates or amendments (yA) would permit Buyers the Selling Parties’ or Buyer to terminate this Agreement pursuant to Section 8.1(d) Article XI and (zB) Buyers the Selling Parties or Buyer do not do so and the Closing shall occur, then Buyers the Selling Parties or Buyer shall be deemed to have waived any right or claim pursuant to the terms of this Agreement or otherwise, including pursuant to Article VII XI hereof, with respect to the matters set forth in such supplemental disclosures.