Update to Schedules. The parties acknowledge that the disclosure schedules of Seller attached to this Agreement have been prepared as of the date of this Agreement. Within five (5) days after the Closing Date, Seller shall provide Buyer with an updated version of Schedules 5.6 and 5.8 as of the Closing Date in order that the representations contained in Sections 5.6 and 5.8 shall be true and correct as of the Closing Date.
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. 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 Xxxxxx Xxxxx, Xxxxxxx Xxxx and Xxxxx-Xxxxx Xxxxxx 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 Xxxxxx Xxxxx Xxxxxxx Xxxx and Xxxxx-Xxxxx Xxxxxx; provided that knowledge shall be deemed actual knowledge and not any imputed knowledge. EXECUTED as of the Effective Date. Seller: Seller: INC., a Maryland Corporation PROPERTIES TRUST, a Maryland real estate investment trust
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. 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 Company may, by delivering written notice to the Buyer (an “Update Notice”), update the Schedules solely with respect to any representation and warranty by the Company hereunder to reflect any change, fact, circumstance, occurrence or event (collectively, “Change”) (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 the Company, of which the Company first acquires Knowledge during such period. The Company shall deliver all such Update Notices as soon as practicable after such information is available to the Company. Following receipt by the Buyer of any Update Notice setting forth any Change that constitutes a Material Adverse Effect, the Buyer may, in its sole discretion and without Liability to the Stockholders or any Acquired Entity, terminate this Agreement by giving notice of such termination to the Company within two (2) Business Days thereafter. If the Buyer does not timely provide the notice described in the preceding sentence, the Buyer shall be deemed to have waived (i) its right to terminate this Agreement or prevent consummation of the Transactions pursuant to Section 8.1(c) with respect to the Changes in such Update Notice and (ii) any right to make any claim against the Stockholders or the Acquired Entities in respect thereof, including pursuant to ARTICLE IX. On the date that is one (1) day prior to the Closing Date, the Company 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 5.8 shall impact Buyer’s right to make any claim against the Stockholders pursuant to ARTICLE IX as a result of any inaccuracy or breach of any representation or warranty made as of the date of this Agreement.
Update to Schedules. At the Closing, Seller shall deliver to Buyer updated Schedules to this Agreement, in such form and substance as Buyer and Seller mutually agree in good faith, that reflect any changes to the Purchased Assets, the Assumed Liabilities and/or the Purchase Price allocation that occur between the date of this Agreement and Closing.
Update to Schedules. 49 4 INDEX TO EXHIBITS Exhibit Description A Form of Bill xx 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. From and after the date hereof until the 30th day after the date hereof, the Company shall be entitled to modify, amend or supplement the schedules referred to in Article III of this Agreement. -----------
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.
