Right to Update. From and after the date hereof until the earlier of three (3) days prior to the Closing or the termination of this Agreement in accordance with its terms, Sellers shall have the right (but not any obligation) to update or amend in any respect its disclosure of any matter set forth or permitted to be set forth in the Disclosure Schedule if such matter arises (or, in the case of matters for which such Sellers’ disclosure obligation is limited to the knowledge of Sellers, is discovered) after the date hereof. No such update or amendment shall (a) be considered or given effect for purposes of determining the satisfaction of the conditions of Buyers set forth in Article VI, (b) affect in any respect Buyers’ rights of termination and waiver set forth in Article VIII or (c) affect in any respect Buyers’ right or claim pursuant to the terms of this Agreement or otherwise, including pursuant to Article VII hereof, with respect to such disclosures. Notwithstanding the foregoing, if such updates or amendments (y) would permit Buyers to terminate this Agreement pursuant to Section 8.1(d) and (z) Buyers do not do so and the Closing shall occur, then Buyers shall be deemed to have waived any right or claim pursuant to the terms of this Agreement or otherwise, including pursuant to Article VII hereof, with respect to such disclosures.
Right to Update. Host reserves right to update the terms and conditions of this Agreement periodically for the purpose of maintaining relevance and currency of Agreement, and both Parties agree that no updating by Host shall affect binding nature of the Agreement. 110120
Right to Update. Until the Closing Date, Seller and Buyer shall each have the right to update or amend in any respect its disclosure of any matter set forth or permitted to be set forth on any Schedule with respect to Article IV or V to the extent permitted herein. No change or addition to a Schedule made pursuant to this Section 6.8 shall be deemed to cure any breach of any representation or warranty resulting from such change or addition unless (i) such breach is not reasonably expected to have a Material Adverse Effect, (ii) Buyer or Seller, as applicable, specifically agrees to such change or addition in writing or (iii) consummates the Closing under this Agreement. No such change or addition to any Schedule with respect to Article IV or V shall be considered to constitute or give rise to a waiver by Buyer or Seller, as applicable, of any condition set forth in this Agreement, unless (A) such change is not reasonably expected to have a Material Adverse Effect, (B) such Party specifically agrees to such change or addition in writing or (C) consummates the Closing under this Agreement after receipt of such updated Schedules. Further, if any change or addition to a Schedule made pursuant to this Section 6.8 is specifically agreed to in writing by the Buyer or Seller, as applicable, or if the Closing is consummated after receipt of such updated Schedules, in each case the updated Schedules to the extent agreed to or existing at the time of Closing, as applicable, shall be deemed so amended and used for purposes of determining whether any Indemnitee is entitled to indemnification under Article VIII hereof. Neither Buyer nor Seller shall have any right to update or amend any Schedule with respect to any other Article of this Agreement.
Right to Update. From time to time prior to the Closing, Seller shall have the right (but not any obligation) to update or amend in any respect its disclosure of any matter set forth or permitted to be set forth in the Disclosure Schedule. No such update or amendment shall be considered or given effect for purposes of determining the satisfaction of the conditions set forth in Article VI or the ---------- right to terminate and the effect of termination in Article VIII but, if the ------------ transactions contemplated hereunder are consummated, the Disclosure Schedule (as so updated or amended) shall be used for purposes of determining whether the Buyer Indemnified Parties are entitled to indemnification under Section ------- 7.2(a)(ii). ----------
Right to Update. Due to the evolving nature of the COVID-19 pandemic, the College reserves the right to update and modify its COVID-19 health and safety requirements at any time, as it deems necessary. The student should refer to xxxxx://xxx.xxx.xxx/covid-19-resource-page for more information.
Right to Update. The Contracting Party shall promptly give the Collateral Agent a notice updating any Statement if the Contracting Party becomes aware that:
Right to Update. To the Knowledge of Sellers, all matters set --------------- forth in the Exhibits or Schedules hereto are complete and accurate. From time to time prior to the Closing, Sellers shall have the right (but not any obligation) to update or amend in any respect its disclosure of any matter set forth or permitted to be set forth in an Exhibit or Schedule hereto. If Buyer at its discretion, objects to any prepared update or amendment, Buyer may notify Sellers in writing within ten (10) business days after the date on which Sellers notify Buyer of the proposed update or amendment that is objectionable. If Buyer fails to so notify Sellers within such ten (10) business day period, the update or amendment shall be deemed to have been accepted by Buyer. If Buyer does so notify Sellers, within ten (10) business days of Sellers' receipt of such notice, the parties shall meet to attempt in good faith to negotiate an equitable resolution, by adjustment of the Purchase Price or otherwise. If the parties are unable to reach such a resolution within ten (10) business days of such meeting, Buyer may terminate this Agreement by written notice to Sellers.
Right to Update. Sizzix reserves the right, at our discretion, to change, modify, add or remove portions of these Terms at any time by distributing to you a revised version of Terms.
Right to Update. Seller shall promptly advise Buyer in writing if Seller obtains Actual Knowledge of any information following the Effective Date which would make any of Seller’s representations and warranties set forth in this Article 4 untrue in any material respect; provided, however, that it shall not be a breach of such representation or warranty if Seller did not have Actual Knowledge that such representation or warranty was untrue when made. If Seller or Buyer acquires Actual Knowledge following the Effective Date and prior to the Closing which would make any of the representations or warranties untrue in any material adverse respect, then, as Buyer’s sole remedy, Buyer shall have the right to terminate this Agreement by delivery of written notice to Seller prior to the Closing Date and, in the event of such termination, the Deposit shall be returned to Buyer and all rights and obligations under this Agreement shall cease except those which expressly survive. If, prior to the Closing, Buyer becomes aware of any facts that make any of the representations or warranties set forth in this Article 4 untrue, but Buyer nevertheless elects to close hereunder, then Buyer shall be deemed to have waived any claim against Seller based on such untrue representation or warranty. The provisions of the immediately preceding sentence shall survive the Closing.
Right to Update. From time to time prior to the Closing, ---------------
