Common use of Right to Update Clause in Contracts

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. Until Prior to the Closing Date, Seller may notify Purchaser in writing of any facts, conditions or circumstances which come to Seller’s Knowledge that render any of the representations and Buyer shall each have the right to update or amend warranties set forth in this Section 4.2 in any respect its disclosure way inaccurate, incomplete, incorrect or misleading. Except as set forth below, in the event of any matter set forth or permitted update to Seller’s warranties and representations, Seller shall not be set forth on any Schedule with respect to Article IV or V to the extent permitted hereinin default hereunder and shall have no liability as a result thereof. No change or addition to a Schedule made pursuant to this Section 6.8 shall be deemed to cure any breach of If an update makes any representation or warranty resulting from such change previously given materially inaccurate, incomplete, incorrect or addition unless misleading, Purchaser may, at its option, (i) such breach is not reasonably expected proceed to have a Material Adverse Effectpurchase the Property pursuant to this Agreement, in which case Purchaser’s objection to the inaccuracy of Seller’s representations and warranties shall be deemed waived by Purchaser, or (ii) Buyer terminate this Agreement by giving written notice thereof to Seller, in which case the E▇▇▇▇▇▇ Money shall be refunded to Purchaser and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations; provided, however, if such inaccuracy is attributable to events or circumstances that existed prior to the execution of this Agreement of which Seller or Seller’s Representative, as applicable, specifically agrees had knowledge or to such change intentional acts or addition omissions of Seller taken in writing or (iii) consummates Bad Faith between the Closing under date of this Agreement. No such change or addition to any Schedule with respect to Article IV or V Agreement and the Closing, Purchaser shall be considered entitled to constitute or give rise to a waiver by Buyer or Seller, as applicable, of any condition the remedies provided in Section 7.1. The warranties and representations set forth in this AgreementSection 4.2 shall survive Closing for a period of nine (9) months. As used in this Agreement when referring to the acts of Seller, unless “Bad Faith” shall mean (Ai) such change an act that a reasonable third party would consider was taken outside of the ordinary course of business in order to prevent or dissuade Purchaser from purchasing the Property from Seller, including, but not limited to, the placement of a consensual lien upon the Property as a result of the actions of Seller which is not reasonably expected released at or before Closing or an amendment to have a Material Adverse Effector termination of the Lease executed by Seller to which Purchaser does not consent, (B) such Party specifically agrees to such change or addition in writing or (Cii) consummates Seller’s failure to satisfy its obligation to close the Closing under transaction contemplated by this Agreement. As used in 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 when referring to the extent agreed acts of Purchaser, “Bad Faith” shall mean an act that a reasonable third party would consider was taken outside of the ordinary course of business in order to prevent or existing at dissuade Seller from selling the time of Closing, as applicable, shall be deemed so amended and used for purposes of determining whether any Indemnitee is entitled Property 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 AgreementPurchaser.