Updating Party definition
Examples of Updating Party in a sentence
The Non-Updating Party shall exercise its termination right pursuant to the foregoing sentence by delivering notice to the Updating Party specifying in reasonable detail the Updating Information forming the basis for the decision to terminate, the condition which is not capable of satisfaction and the reason therefor.
Upon the acceptance of any Updated Disclosure Schedules by the non-Updating Party pursuant to Section 3.04(b), the Disclosure Schedules of the Updating Party shall be deemed to be supplemented, modified or amended by such Updated Disclosure Schedules for all purposes of this Agreement, including to cure any incorrectness or breach of a representation or warranty that would have occurred absent such Updated Disclosure Schedules.
In the event an Updating Party elects to invoke the procedures set forth under this Section 3.5(b), such Updating Party shall promptly deliver written notice of such election (an Updating Election Notice) to the Non-Updating Party.
Such termination right shall be the Non-Updating Party’s sole remedy in respect of the incorrectness or a breach of a representation and warranty as disclosed by such Updating Information if the procedures set forth in this Section 3.5(b) have been invoked by the Updating Party in connection therewith.
The Updating Party must promptly provide to the other party any information or documentation reasonably requested by the other party in order to evaluate the Development, and, if the Update is provided less than ten (10) days before the Outside Financing Date, the Outside Financing Date will be extended until ten (10) days after the Update to afford the other party an opportunity to review such information.
If the Non-Updating Party does not deliver a written notice to the Updating Party within such twenty (20) day period, then the Non-Updating Party shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such Schedule Supplement.
The Updating Party shall promptly provide to the other Party any information or documentation reasonably requested by the other Party in order to evaluate the Development, and, if the Update is provided less than five (5) Business Days before the Outside Date, the Outside Date will be extended until five (5) Business Days after the Update to afford the other Party an opportunity to review such information.
Each of Purchaser and Seller (the "Updating Party") will have the right (but will not be required) to notify the other party at any time prior to the Closing Date of any material development that that occurs after the Effective Date and before the Closing Date causing the Updating Party's inability to satisfy the conditions set forth in Section 7.1(b) and Section 7.2(b) hereof, as applicable (a "Development").
At any time within the Terminating Notice Period, the Non-Updating Party shall have the right to terminate this Agreement by written notice to the Updating Party if the Updating Information, together with all previously provided Updating Information, discloses that a condition precedent to the Non-Updating Party’s obligation to consummate the transactions set out in this ARTICLE III would not be satisfied as of the Closing Date after taking into account such Updating Information.
Upon the Non-Updating Party’s receipt of a Schedule Update, the Non-Updating Party shall have the right to terminate this Agreement by delivery of a written notice to the Updating Party within twenty (20) days of such receipt.