Common use of Update of Representations and Warranties Clause in Contracts

Update of Representations and Warranties. Seller’s and Buyer’s representations and warranties in Sections 6.1 and 6.2 shall be deemed to have been remade at and as of the Closing Date with the same force and effect as if first made on and as of such date (and Seller shall execute at Closing in favor of Buyer a certification to that effect), provided that from time to time after the Effective Date through the Closing, Seller or Buyer may deliver schedules or other documents that update or otherwise modify its representations and warranties in this Agreement or any of the Exhibits attached to this Agreement to reflect matters, if any, that arise after the Effective Date and, in such event, its representations and warranties will be deemed to have been remade with the changes, if any, set forth in such updated schedules or other documents. Buyer shall have ten (10) business days after its receipt of written notice of the material change (as defined in Section 6.3.5) of a representation and warranty from Seller within which to terminate this Agreement (and if so terminated, then Sections 4.3(a) through (d) shall apply). If Seller’s disclosure is made within five business days of, or at, the Closing, then Buyer may postpone the Closing for the relevant number of days to ensure it has a full ten (10)-business day period during which it may terminate hereunder.

Update of Representations and Warranties. Seller’s and Buyer’s representations and warranties in Sections 6.1 and 6.2 shall be deemed to have been remade at and as of the Closing Date with the same force and effect as if first made on and as of such date (and Seller shall execute at Closing in favor of Buyer a certification to that effect), provided that from time to time after the Effective Date through the Closing, Seller or Buyer may deliver schedules or other documents that update or otherwise modify its representations and warranties in this Agreement or any of the Exhibits attached to this Agreement to reflect matters, if any, that arise after the Effective Date and, in such event, its representations and warranties will be deemed to have been remade with the changes, if any, set forth in such updated schedules or other documents. Buyer shall have ten (10) business days after its receipt of written notice of the material change (as defined in Section 6.3.5) of a representation and warranty from Seller within which to terminate this Agreement (and if so terminated, then Sections 4.3(a) through (d) shall apply). If SellerXxxxxx’s disclosure is made within five business days of, or at, the Closing, then Buyer may postpone the Closing for the relevant number of days to ensure it has a full ten (10)-business day period during which it may terminate hereunder.