Common use of Duty to Update Clause in Contracts

Duty to Update. Prior to Closing, Seller and Buyer shall each promptly, upon such Party's acquiring of actual knowledge of any event or circumstance which makes any representation or warranty made by such Party hereunder materially untrue or misleading, provide the other Party with written notice of such event or circumstance. In such event, or if a Party otherwise discovers that any of the representations and warranties made herein by the other Party is not true in all material respects as if first made as of the date of such discovery, the Party's sole and exclusive remedy shall be: (i) to terminate this Agreement in accordance with the provisions of Section 7 hereof, unless the matters which cause such representations and warranties not to be true in all material respects is the result of a willful breach by the making Party of such representations and warranties, in which case the provisions of Section 13 hereof shall govern; or (ii) to proceed to Closing upon the terms and conditions set forth in this Agreement, subject to the matters which causes the representations and warranties not to be true in all material respects as if first made as of the date of such discovery and, in such a case, such representations and warranties shall be automatically modified to such extent and the making Party shall have no liability for the same.

Duty to Update. Prior to Closing, Seller and Buyer shall each promptly, upon such Party's ’s acquiring of actual knowledge of any event or circumstance which makes any representation or warranty made by such Party hereunder materially untrue or misleading, provide the other Party with written notice of such event or circumstance. In such event, or if a Party otherwise discovers that any of the representations and warranties made herein by the other Party is not true in all material respects as if first made as of the date of such discovery, the Party's ’s sole and exclusive remedy shall be: (i) to terminate this Agreement in accordance with the provisions of Section 7 hereof, unless the matters which cause such representations and warranties not to be true in all material respects is the result of a willful breach by the making Party of such representations and warranties, in which case the provisions of Section 13 hereof shall govern; or (ii) to proceed to Closing upon the terms and conditions set forth in this Agreement, subject to the matters which causes the representations and warranties not to be true in all material respects as if first made as of the date of such discovery and, in such a case, such representations and warranties shall be automatically modified to such extent and the making Party shall have no liability for the same.