Common use of Updating Clause in Contracts

Updating. The foregoing representations and warranties under this ARTICLE IV shall be true as of the date of this Agreement and as of the date of Closing. In the event that the Seller becomes aware of any changes in the foregoing representations and warranties occurring after the Effective Date and prior to the date of Closing, the Seller shall promptly disclose such changes in writing to the Buyer. Should any of the Seller’s representations and warranties either be found to be incorrect in any materially detrimental respect as the result of any changes occurring after the Effective Date but prior to the Closing, the Seller shall notify the Buyer of such issue within 10 days of its discovery. The Seller shall use reasonable efforts to attempt to cure the same by the Closing. If the Seller is unable to cure same by the Closing, the Closing shall be postponed until 5 Business Days following the Buyer’s receipt of proof reasonably satisfactory to the Buyer that such matters have been cured, provided, however, if the Seller is unable to cure the same within 15 days after the scheduled Closing, the Buyer shall be entitled to elect by giving the Seller written notice that the Buyer either (i) waives the same and shall proceed to Closing or (ii) terminates this Agreement, whereupon the Xxxxxxx Money shall be immediately returned to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). For avoidance of doubt, if any of the Seller’s representations and warranties were incorrect when made on the Effective Date, the Seller shall be in breach of this Agreement.