Update to Schedules Sample Clauses

Update to Schedules. The Seller shall give prompt written notice to Buyer of (i) the occurrence (including the discovery of facts after the execution of this Agreement not known as of the date hereof to the disclosing party) or non-occurrence of any event, the occurrence or non-occurrence of which would, or would be reasonably likely to, cause, (x) any representation or warranty contained in Articles 8, 9, or 10 hereof to be untrue or inaccurate in any material respect or (y) any covenant or agreement contained in this Agreement not to be complied with in any material respect and (ii) any failure to satisfy any condition to the consummation of the transactions contemplated by this Agreement; provided however that the delivery of any notice pursuant to this Section 19 (I) shall not (x) operate to in any way modify or cure any breach of the representations and warranties made by the Seller in Article 9 hereof or any exhibits or schedules referred to herein or attached hereto or (y) limit or otherwise affect the remedies available hereunder to the party receiving such notice, including the right not to consummate the transactions contemplated by this Agreement if the matters referred to in the notice would cause any of the conditions to the receiving party’s obligations not to be fulfilled. Within 15 days of the date of this Agreement, the Seller shall update all of the schedules described in Article 19 (K) as necessary to make the representations and warranties related to such schedules to be true and correct in all material respects. Notwithstanding the foregoing, Purchaser acknowledges that ▇▇▇▇▇▇ ▇▇▇▇▇ and other persons associated with the Purchaser have detailed knowledge of the Seller, the Project Partnerships and the Subject Properties. Consequently, no failure by Seller to give notice to Purchaser pursuant to this Section 19.L shall entitle Purchaser to any remedies against Seller if the facts constituting the basis for such claim were known by ▇▇▇▇▇▇ ▇▇▇▇▇ or other person associated with the Purchaser. EXECUTED as of the Effective Date. Seller: AMERICAN COMMUNITY PROPERTIES TRUST, a Maryland real estate investment trust By: _________________________________

Update to Schedules. At any time prior to the second Business Day prior to the Closing Date, Seller may update the Schedules to this Agreement, in a manner consistent with the level of specificity contained in such Schedules, to disclose to Buyer in writing any information which arises after the date hereof and which would have been required to be included in the applicable Schedule(s) if such information had existed on the date hereof; provided that, in the event the updates delivered hereunder, individually or in the aggregate, Materially affect the value of the Purchased Assets, the Parties agree to negotiate in good faith and in an expeditious manner to make an appropriate adjustment to the Purchase Price based upon the decrease in the value of the Purchased Assets. The matters disclosed hereunder shall be deemed to update and amend the applicable Schedule(s); provided, however, such amendment shall not be considered when determining whether the condition to closing set forth in Section 7.2(c) has been satisfied, but such amendment shall be deemed to replace the applicable Schedule(s) as delivered on the Execution Date for all other purposes.

Update to Schedules. Pursuant to Section 6.01(s) of the Credit Agreement, the Borrowers hereby submits an update to (i) Schedule 4.01 of the Credit Agreement, attached hereto as Amended Schedule 4.01, (ii) Schedule 4.07 of the Credit Agreement, attached hereto as Amended Schedule 4.07 and (iii) Schedule 4.08 of the Credit Agreement, attached hereto as Amended Schedule 4.08. The Lender hereby accepts the updates reflected on these amended schedules and waives any Event of Default or Potential Default under the Credit Agreement arising from such updates.

Update to Schedules. From time to time on or before the Closing Date, the Representative may, by delivering written notice to Buyer (an “Update Notice”), update the Schedules solely with respect to any representation and warranty by the Sellers and/or the Seller Parties hereunder to reflect any change, fact, circumstance, occurrence or event that (x) would cause the failure of the closing condition set forth in Section 7.2(a) or (y) would require an update to a “listing” representation or warranty (i.e., a representation or warranty that expressly requires disclosure of documents or facts), and would not constitute an exception to a representation or warranty, to the extent occurring or arising in the Ordinary Course of Business (a) occurring or arising during the period after the date hereof and on or before the Closing Date; or (b) in the case of any representations or warranties made to the Knowledge of any Seller or Seller Party, of which such Seller or Seller Party first acquires Knowledge during such period. On the date that is three (3) days prior to the Closing Date, the Companies shall deliver to the Buyer a true, complete and final copy of the Schedules, including all information contained in the Update Notices, if any. Nothing in this Section 6.13 shall impact Buyer’s right to make any claim pursuant to Article IX as a result of any inaccuracy or breach of any representation or warranty made on the date hereof as qualified by the Schedules hereto as supplemented or amended.

Update to Schedules. 49 4 INDEX TO EXHIBITS Exhibit Description A Form of Bill ▇▇ Sale, Assignment and Assumption Agreement B Form of Non-Compete Agreement C Form of Proxy with respect to GHS D Form of Proxy with respect to Global and Management

Update to Schedules. At least five (5) Business Days prior to the Closing, Sellers shall provide Acquirer with updates to Sections 1.1(a), 1.1(b), and 1.4(a) of the Disclosure Schedule.

Update to Schedules. The Seller shall give prompt written notice to Buyer, and Buyer shall give prompt written notice to the Seller, of (i) the occurrence (including the discovery of facts after the execution of this Agreement not known as of the date hereof to the disclosing party) or non-occurrence of any event, the occurrence or non-occurrence of which would, or would be reasonably likely to, cause, (x) any representation or warranty contained in Article III or IV hereof to be untrue or inaccurate in any material respect or (y) any covenant or agreement contained in this Agreement not to be complied with in any material respect and (ii) any failure to satisfy any condition to the consummation of the transactions contemplated by this Agreement; provided however that, except as otherwise provided herein, the delivery of any notice pursuant to this Section shall not (x) operate to in any way modify or cure any breach of the representations and warranties made by the Seller or Buyer herein or (y) limit or otherwise affect the remedies available hereunder to the party receiving such notice, including the right not to consummate the transactions contemplated by this Agreement if the matters referred to in the notice would cause any of the conditions to the receiving party's obligations not to be fulfilled.

Update to Schedules. The Shareholders shall promptly (a) supplement, amend and update any and all of the Schedules referred to in Article IV of this Agreement to reflect each and every change to each Schedule and every action, matter or event occurring or arising after the date of this Agreement and prior to the Closing Date which would make any of Shareholders’ representations and warranties and/or any such Schedule incomplete or inaccurate or which, if in existence or having occurred as of or prior to the date of this Agreement, would have been required to be set forth or described in any such Schedule (collectively, the “Updated Schedules and Materials”), and (b) disclose in writing to Purchaser each and every document, action, matter, event or other information which, if existing or known to the Shareholders or Management as of the date hereof, would have made any of the representations or warranties of the Shareholders contained herein inaccurate, untrue or misleading. No Updated Schedule or Material and no disclosure pursuant to this Section will be deemed to amend, modify or limit, or to provide any exceptions with respect to, any representation or warranty or any original Schedule. The Shareholders acknowledge that any delivery by them of Updated Schedules and Materials shall be subject to, and shall not affect, Purchaser’s rights under Section 7.1 hereof in the event that any Updated Schedules and Materials reveal any representation or warranty given as of the date hereof was or is no longer true.

Update to Schedules. Following the Control Acquisition Date, Borrower shall be allowed to update the Schedules to this Term Loan Agreement as necessary to reflect changes in such Schedules attributable to the such acquisition.