Certain Updates Sample Clauses
The "Certain Updates" clause establishes the right or process for making specific changes or modifications to an agreement or its referenced documents. Typically, this clause outlines which party may issue updates, the scope of permissible changes, and any notice requirements or limitations on the frequency or substance of updates. For example, it may allow a service provider to update technical specifications or policies with prior notice to the customer. The core function of this clause is to provide flexibility for necessary adjustments over time while maintaining transparency and predictability for all parties involved.
Certain Updates. On a periodic basis between the date hereof and the Closing Date, Seller and the Company may supplement or amend the Disclosure Schedule and deliver such supplemented or amended Disclosure Schedule to Purchaser with respect to any fact, occurrence, event, effect, change, circumstance or development. If any such supplement or amendment gives Purchaser a right to terminate this Agreement pursuant to Article XII and the Closing occurs, then such supplement or amendment will be deemed to have amended the Disclosure Schedule, to have modified the representations and warranties contained in Article III or Article IV, as applicable, and to have cured any misrepresentation in or inaccuracy or breach of any representation or warranty that otherwise might have existed hereunder by reason of the fact, occurrence, event, effect, change, circumstance or development (and neither Seller nor the Company will have any liability to Purchaser with respect to such fact, occurrence, event, effect, change, circumstance or development). If any such supplement or amendment does not give Purchaser a right to terminate this Agreement pursuant to Article XII, then Purchaser will be entitled to seek indemnification for any Damages related to such supplement or amendment in accordance with the terms and provisions of Article XII.
Certain Updates. During the Pre-Closing Period, the Company shall promptly notify Purchaser of:
(a) Any Material Adverse Effect or any other fact or circumstance which otherwise results in the Company determining that a condition to its obligations to consummate the transactions contemplated hereby cannot be fulfilled;
(b) Any written notice or other written communication from or to any Governmental Entity in connection with the transactions contemplated hereby;
(c) Any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(d) Any Proceeding commenced, threatened against, relating to or involving or otherwise affecting the Company that, if pending on the date hereof, would have been required to have been disclosed pursuant to this Agreement; and
(i) The damage or destruction by fire or other casualty of any material asset or part thereof or (ii) any asset or part thereof becoming the subject of any proceeding or threatened proceeding for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action. The Company hereby acknowledges that Purchaser does not and shall not waive any right it may have hereunder as a result of such notifications and any notification given pursuant to this Section 5.4 shall (i) not have any effect for purposes of determining satisfaction of the conditions set forth in Section 8.2 of this Agreement, (ii) not in any way limit Purchaser’s exercise of its rights hereunder, including those rights set forth in Article IX; and (iii) not constitute an update or supplement to the Schedules for any purpose.
Certain Updates. From time to time prior to the Closing, Seller may provide Buyer with written notice of the occurrence, or failure to occur, after the date hereof of any event (a "Matter") that, if it occurred, or failed to occur, on or prior to the date hereof, would have been required to be set forth or described on a Schedule in response to any representation or warranty contained in Article II hereof and that would prevent Seller from satisfying the condition set forth in Section 5.2(e) hereof (any such notice, an "Update"). The Update will be deemed to update the Schedules for purposes of the conditions specified in Section 5.2(b) and Section 5.2(e); provided, however, that Buyer shall continue to have the right to terminate this Agreement pursuant to Section 7.1(c) or Section 7.1(d) as a result of the Matter disclosed in such Update. If Buyer does not terminate the Agreement pursuant to Section 7.1(c) or Section 7.1(d) as a result of the Matter disclosed in such Update, then the Buyer Indemnified Parties shall have no right to indemnification under Article VI hereof in respect of such Matter, notwithstanding anything contained in this Agreement to the contrary.
Certain Updates. If necessary, then, on a periodic basis during the Pre-Closing Period, Seller Representative may supplement or amend the Disclosure Schedule and deliver such supplemented or amended Disclosure Schedule to Purchaser Representative with respect to any event, circumstance or development. If any such supplement or amendment gives Purchaser Representative a right to terminate this Agreement pursuant to Article XI and Purchaser Representative elects to waive its right to terminate this Agreement and consummate the transactions contemplated by this Agreement, then such supplement or amendment will be deemed to have amended the Disclosure Schedule, to have modified the representations and warranties contained in Article III and to have cured any misrepresentation, inaccuracy or breach of warranty that otherwise might have existed hereunder by reason of the event, circumstance or development (and Sellers will have no Liability to Purchasers with respect to such event, circumstance or development). If any such supplement or amendment does not give Purchaser Representative a right to terminate this Agreement pursuant to Article XI, then Purchaser Representative will be entitled to seek indemnification after the Closing for any Damages related to such supplement or amendment in accordance with the terms and provisions of Article IX. The Seller Representative may update the Purchased Japan Assets Attachment attached to the Schedule of Purchased Japan Assets, the Assumed Japan Liabilities Attachment attached to the Schedule of Assumed Japan Liabilities, the Purchased Germany Assets Attachment attached to the Schedule of Purchased Germany Assets and the Assumed Germany Liabilities Attachment attached to the Schedule of Assumed Germany Liabilities as necessary to reflect any change or development in the make-up of the assets set forth therein that has occurred following the date hereof consistent with the covenants set forth in Section 5.5.
Certain Updates. On the seventh day prior to the Closing, the Seller shall deliver to the Purchaser (a) a schedule listing each of the Open Incoming POs and Open Outgoing POs as of that date, and (b) a list of the Transferred Inventory as of that date.
Certain Updates. From the date hereof until the Closing or the earlier termination of this Agreement, the Company and Sellers shall disclose to Purchaser in writing promptly upon discovery thereof (a) any material variances from the representations and warranties contained in Article III, IV or Section 7.2 (as applicable), (b) if the employment of any key employee, or group of employees, of any Target Company is terminated for any reason, whether by a Target Company or by such key employee, or group of employees, (c) any written notice or other communication from any third party relating to a default or event which, with notice or lapse of time or both, would become a default, received subsequent to the date of this Agreement, under any Material Contract to which any Target Company is a party or is subject, or (d) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement. No disclosure pursuant to this Section 6.5 shall be deemed to amend or supplement the Disclosure Letter or to prevent or cure any breach or inaccuracy of any representation or warranty.
Certain Updates. The Company and each Equityholder shall have the right to update the Updateable Schedules for a period of 10 calendar days from the date hereof (each such update being referred to herein as a “Schedule Update”). Upon Purchaser’s receipt of a Schedule Update, the Purchaser shall have the right, in its sole discretion to (i) terminate this Agreement or (ii) negotiate an adjustment to the terms of the Agreement with the Equityholder Representative; provided that the Purchaser shall have the right to terminate this Agreement if the Purchaser and the Equityholder Representative cannot agree on such an adjustment to the terms of this Agreement. In the event the Purchaser and Equityholder Representative agree to such an adjustment with respect to a Schedule Update, the Purchaser shall be deemed to have waived any right to terminate this Agreement solely with respect to such Schedule Update.