Updating Representations and Warranties. To the extent necessary to cause the representations and warranties set forth in Section 3 to remain true, complete and accurate as of the date hereof and as of each day on which a Loan is made hereunder, the Loan Parties shall update in writing any Schedules provided for in Section 3 promptly upon learning of any circumstance which may have the effect of making any such representation or warranty contained in Section 3 untrue or misleading. Such Schedules, upon being updated by a Loan Party in accordance with this Agreement, will become the Schedules referenced in this Agreement. The requirement of the Loan Parties to update any Schedule provided for herein is not, and may not be construed to be, a modification of any of the covenants of this Agreement or a cure of any Event of Default occurring prior to any such update, as result of, or existing at the time of any such update without the waiver of such Event of Default by Lender.
Updating Representations and Warranties. To the extent necessary to cause the representations and warranties set forth in this Section 9 to remain true, complete and accurate as of the date hereof and as of each day on which a Loan is made hereunder, Borrower shall update in writing any Exhibits provided for in this Section 9 promptly upon learning of any circumstance which may have the effect of making any such representation or warranty contained in this Section 9 materially untrue or misleading. The requirement of Borrower to update any Exhibit provided for herein is not, and may not be construed to be, a cure of any Event of Default occurring prior to any such update or existing at the time of any such update without the written waiver of such Event of Default by the Lenders or Agent with the consent of the Lenders as provided herein.
Updating Representations and Warranties. To the extent necessary to cause the representations and warranties set forth in Section 9 to remain true, complete and accurate as of the date hereof and as of each day on which a Loan is made hereunder, Borrower shall update in writing any Schedules provided for in Section 9 promptly upon learning of any circumstance which may have the effect of making any such representation or warranty contained in Section 9 untrue or misleading. The requirement of Borrower to update any Schedule provided for herein is not, and may not be construed to be, a cure of any Event of Default occurring prior to any such update or existing at the time of any such update without the written waiver of such Event of Default by Bank.
Updating Representations and Warranties. With the delivery of each Compliance Certificate, Borrowers shall update any Exhibits or Schedules provided for in Article 5 of any circumstance which may have the effect of making any such representation or warranty contained in Article 5 untrue or misleading in any material respect (except that such representations and warranties shall not be further qualified by materiality where, by their respective terms, they are already qualified by reference to materiality, including a Material Adverse Effect), as of such date of such Compliance Certificate (except where such representations and warranties speak solely as of an earlier date) subject to such changes as are not prohibited hereby or do not constitute a Default or an Event of Default under this Agreement. The requirement of Borrowers to update any Exhibit provided for herein is not, and may not be construed to be, a cure of any Default or Event of Default occurring prior to any such update or existing at the time of any such update without the written waiver of such Default or Event of Default by the Requisite Lenders.
Updating Representations and Warranties. In the event that any representation or warranty of Seller needs to be modified due to changes since the Effective Date, Seller shall deliver to Buyer a certificate, dated as of the date of Closing and executed on behalf of Seller by a duly authorized officer thereof, identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Seller be liable to Buyer for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty which results from any change that (i) occurs between the Effective Date and the date of the Closing and (ii) is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of any change to a representation and warranty by Seller under this Article 3 shall, if materially adverse to Buyer, constitute the non-fulfillment of the condition set forth in Section 7.1.1 hereof. If, despite changes or other matters described in such certificate, the Closing occurs, Seller's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate. In no event shall
Updating Representations and Warranties. To the extent necessary to cause the representations and warranties set forth in this Article IX to remain true, complete and accurate as of the date hereof and as of each day on which a Loan is made hereunder, each Borrower shall update in writing any Schedules or Exhibits provided for in this Article IX promptly upon learning of any circumstance which may have the effect of making any such representation or warranty contained in this Article IX untrue or misleading. The requirement of each Borrower to update any Schedule or Exhibit provided for herein is not, and may not be construed to be, a cure of any Default or Event of Default occurring prior to any such update or existing at the time of any such update without the written waiver of such Default or Event of Default by the Lenders or Xxxxxx with the consent of the Lenders as provided herein.
Updating Representations and Warranties. To the extent necessary to cause the representations and warranties set forth in this Section 9 to remain true, complete and accurate as of the date hereof and as of each day on which a Loan is made hereunder (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true in all material respects as of such earlier date and except as otherwise permitted pursuant to Section 10.38 hereof), the Borrowers shall promptly update in writing any Schedules provided for in this Section 9 promptly upon learning of any circumstance which would make any such representation or warranty contained in this Section 9 untrue in any material respect as of the date upon which such representation will be made. Such updating by the Borrowers shall be subject to the written consent and approval of the Agent or the Majority Banks, except no consent and approval shall be required in the case of items which would not reasonably be expected to have a Material Adverse Effect and which are otherwise permitted or not prohibited by this Agreement or the other Loan Documents. The requirement of the Borrowers to update any Schedule provided for herein shall not be and shall not be deemed to be a cure of any Event of Default occurring prior to any such update or existing at the time of any such update without the written waiver of such Event of Default by the Majority Banks.
Updating Representations and Warranties. To the extent necessary to cause the representations and warranties set forth in this Section 9 to remain true, complete and accurate as of the date hereof and as of the date of any Credit Extension, Parent Guarantor and Borrower shall update in writing any Schedules provided for in this Section 9 to the extent they have knowledge of any circumstance which may have the effect of making any such representation or warranty contained in this Section 9 untrue or incomplete in any material respect. The requirement of Parent Guarantor and Borrower to update any Schedule provided for herein is not, and may not be construed to be, a cure of any Event of Default occurring prior to any such update or existing at the time of any such update without the written waiver of such Event of Default by Required Lenders (or Agent with the consent of Required Lenders as provided herein).
Updating Representations and Warranties. From time to time prior to the Closing, Seller shall promptly supplement or amend any of its representations and warranties under Article II which apply to the period after the date hereof by delivering an updated Schedule to Purchaser with respect to any change in fact occurring hereafter or event arising hereafter which would render any such representation or warranty, if made after the date of this Agreement, inaccurate or incomplete. Such supplement or amendment to Seller's representations and warranties contained in an updated schedule shall be deemed to modify the representations and warranties of Seller, and no such supplement or amendment, or the information contained in an updated Schedule, shall constitute a breach of a representation or warranty of Seller. If the information in such supplement or amendment, together with the information in any or all of the supplements or amendments previously provided by Seller or otherwise in the possession of Purchaser indicates to Purchaser that the Business has suffered or is reasonably likely to suffer a Material Adverse Effect, Purchaser may terminate this Agreement within fifteen (15) days after the receipt of such supplement or amendment, provided that if it appears to Purchaser that the Material Adverse Effect may be cured within thirty (30) days from the date the Purchaser received such supplement or amendment (the "Cure Period") and the cure is promptly commenced by the Seller, Purchaser may not terminate this Agreement under this Section until the day after the Cure Period expires.
Updating Representations and Warranties. To the extent necessary to cause the representations and warranties set forth in this SECTION 9 and in SECTION 7.1 to remain true, complete and accurate as of the date hereof and as of each day on which a Loan is made hereunder, Borrower shall promptly update in writing any Schedules provided for in this SECTION 9 and in SECTION 7.1 upon learning of any circumstance which might make any such representation or warranty contained in this SECTION 9 and in SECTION 7.1 untrue. Such updating by Borrower shall be subject to the written consent and
