Updating to Closing Clause Samples
The "Updating to Closing" clause establishes the procedures and obligations for updating information or documents between the signing of an agreement and the actual closing date. Typically, this clause requires parties to provide updated disclosures, schedules, or representations if there are any material changes during this interim period. For example, if a seller learns of a new liability or change in business operations after signing but before closing, they must notify the buyer. The core function of this clause is to ensure transparency and allow parties to address any new developments that could affect the transaction, thereby reducing the risk of surprises at closing.
Updating to Closing. If the Closing is effected, Seller further warrants and undertakes to and with Buyer that the representations and warranties in this ARTICLE V (subject to any Buyer Agreed Changes) will be true and accurate in all material respects (without having regard to any material qualifiers in any individual representations and warranties), and not misleading at the Closing Date (except for those representations and warranties that are expressly made as of a date other than the signing date or the Closing Date) as if they had been given again at the Closing Date.
Updating to Closing. 35 8 [Intentionally Omitted]...................................................................................36
Updating to Closing. 7.3.1 The Vendors further represent and warrant to the Purchasers that:
(i) subject to matters disclosed in the Disclosure Letter, the Warranties (other than those set out in Schedule 5) shall be true and accurate in all respects and not misleading in any respect at Closing, in each case as if they had been given at Closing; and
(ii) if prior to Closing, any Vendor shall become aware of any event or circumstance which results in or is reasonably likely to result in any of the Warranties being unfulfilled, untrue, misleading or incorrect in any material respect at Closing, the US Vendor shall promptly notify the US Purchaser in writing thereof prior to Closing.
7.3.2 The Purchasers further represent and warrant to the Vendors that if prior to the Closing, any Purchaser shall become aware of any event or circumstance which results in or is reasonably likely to result in any of the Warranties being untrue, misleading or incorrect in any material respect at Closing, such Purchaser shall promptly notify the US Vendor in writing thereof prior to Closing.
9.1 BASIS OF PREPARATION OF NET ASSET STATEMENT As soon as practicable and in any event not later than 40 days following the Closing Date, the US Vendor shall prepare, or cause to be prepared, a statement (the NET ASSET STATEMENT) of the aggregate amount of the Acquired Assets less the aggregate amount of the Assumed Liabilities as at Closing, determined in accordance with the principles set forth in Schedule 7.