Updates to Representations Clause Samples
The "Updates to Representations" clause requires parties to notify each other if any of the statements or assurances they have made in the contract become inaccurate or outdated during the term of the agreement. In practice, this means that if a party's circumstances change—such as a change in ownership, compliance status, or financial condition—they must promptly inform the other party to maintain the accuracy of the contract's representations. This clause ensures ongoing transparency and helps prevent disputes by keeping all parties informed of material changes that could affect their rights or obligations under the agreement.
Updates to Representations. Prior to Closing, Seller and Purchaser shall each promptly notify the other in writing if it becomes aware of any fact or condition that is inconsistent with any of Seller’s representations or warranties under this Agreement. Such representations and warranties shall automatically be deemed modified to reflect all information actually known to Purchaser prior to the Contract Date, including information contained in all third-party due diligence reports prepared at the direction of Purchaser.
Updates to Representations. Prior to the Closing, Seller and Purchaser shall each promptly notify the other in writing if it becomes aware of any fact or condition that is inconsistent with any of Seller’s representations or warranties under this Agreement. Such representations and warranties shall automatically be deemed modified to reflect (a) all information actually known to Purchaser prior to the Contract Date, and (b) the following information, which shall be deemed to be known to Purchaser: (x) information included prior to the Contract Date in the Virtual Data Room or otherwise delivered to Purchaser, (y) information related to any physical condition affecting any Hotel that existed prior to the Contract Date, and (z) any matters existing as of the Contract Date.
Updates to Representations. Borrower shall have concurrently delivered an update to the Representations as last delivered to PFG, with the information and disclosures contained therein true, correct, accurate and complete as of the Third Modification Effective Date, appended hereto as Exhibit B;
Updates to Representations. Prior to Closing, Seller and Purchaser shall each promptly notify the other in writing if it becomes aware of any fact or condition that is inconsistent with any of Seller's representations or warranties under this Agreement. Purchaser shall be bound by any state of facts of which it is aware prior to Closing, notwithstanding any representation or warranty to the contrary made hereunder by Seller. Accordingly, Seller shall not be deemed to have breached any representation or warranty made hereunder to the extent that Purchaser was aware prior to Closing that such representation or warranty was not accurate.
Updates to Representations. Borrower shall have delivered within one (1) Business Day prior to the Second Modification Date an update to the Representations delivered to PFG on the date of the Loan Agreement, with the information and disclosures contained therein true, correct, accurate and complete as of the Second Modification Date and the date delivered, appended hereto as Exhibit A;
Updates to Representations. Prior to the Closing, Seller and Purchaser shall each promptly notify the other in writing if it becomes aware of any fact or condition that is inconsistent with any of Seller’s representations or warranties under this Agreement. Such representations and warranties shall automatically be deemed modified to reflect (a) all information actually known to Purchaser prior to expiration of the Inspection Period and (b) the following information, which shall be deemed to be known to Purchaser: (x) information included prior to the expiration of the Inspection Period in the Virtual Data Room or in the Property Reports, and (y) information related to any physical condition affecting the Hotel that existed prior to the expiration of the Inspection Period.
Updates to Representations. Seller shall promptly notify Buyer in writing if any of the representations and warranties of Seller set forth in this Agreement are no longer true and correct as of the Closing. If Buyer discovers any facts or circumstances that render any of Seller's representations and warranties incorrect or inaccurate, Buyer shall promptly notify Seller in writing of such facts or circumstances. If any of Seller's representations and warranties ceases to be true and correct in any material respect, Buyer may elect to (1) terminate this Agreement, in which event the Deposit and the LDP Extension Fees, if any (less One Hundred and 00/100 Dollars ($100.00), which shall be disbursed to Seller), shall be returned to Buyer, or (2) proceed to Closing. If, Buyer, having the right of termination under this Section 8(d) based on a failure or breach of any representation or warranty of Seller set forth in this Agreement, does not terminate this Agreement due to such failure or breach, Buyer's choice in this regard shall constitute a waiver of Buyer's rights with respect to any loss or liability suffered as a result of the failure or breach of such representation or warranty, and any other remedies provided in this Agreement or by law or equity.
Updates to Representations. Within 7 calendar days of the Modification Effective Date, Borrower shall have delivered to PFG a true, correct accurate and complete amendment and resatement of the Representations in the form attached hereto as Exhibit B; (f) Modification Fee. Borrower shall have paid PFG a fee in consideration of this Modification in the amount of $75,000, due and payable promptly upon the earliest to occur of: (i) Borrower closing a financing of debt or equity and/or the sale of the capital stock and/or assets of Borrower's India Subsidiary providing aggregate cash proceeds from such transactions of greater than or equal to $2,500,000, (b) the Maturity Date, and ( c) the occurrence of an Event of Default.
Updates to Representations. Within 7 calendar days of the Modification Effective Date, Borrower shall have delivered to PFG a true, correct accurate and complete amendment and resatement of the Representations in the form attached hereto as Exhibit B; (f) Modification Fee. Borrower shall have paid PFG a fee in consideration of this Modification in the amount of $75,000, due and payable promptly upon the earliest to occur of: (i) Borrower closing a financing of debt or equity and/or the sale of the capital stock and/or assets of Borrower's India Subsidiary providing aggregate cash proceeds from such transactions of greater than or equal to $2,500,000, (b) the Maturity Date, and ( c) the occurrence of an Event of Default.