Supplements and Updates to Representations and Warranties and Related Disclosure Schedule Sample Clauses

Supplements and Updates to Representations and Warranties and Related Disclosure Schedule. Upon notice pursuant to Section 10.03, Purchaser shall deliver to Seller any supplemental information updating or amending the information set forth in the representations and warranties set forth in Article V of this Agreement (each a "Purchaser Schedule Supplement") so that such representations and warranties as supplemented by such information will be true and correct as of the Closing Date as if then made on such date, and each such Purchaser Schedule Supplement shall be deemed to be incorporated into and to supplement and amend the Disclosure Schedules as of the Closing Date; provided that no information added to or deleted from the representations and warranties of Purchaser and the updated Disclosure Schedules after the Effective Date shall impair Seller's right to assert failure of a condition precedent to Seller's obligations to consummate the transactions contemplated by this Agreement and/or a claim for a breach of the Purchaser's representations and warranties made on the Effective Date, and any Damages accruing to Seller shall be paid as provided in the indemnification provisions of this Agreement. At least ten (10) Business Days prior to the Closing Date, Purchaser shall advise Seller of any facts which would constitute a breach of a representation or warranty as of the date made or a default in a covenant contained herein. To the extent Seller fails to exercise its right to assert failure of a condition precedent to consummation of the transaction after Purchaser's disclosure of these facts and the Parties consummate the Closing, Seller shall be deemed to have waived its right to make a Claim based upon the facts as disclosed by Purchaser. The previous sentence, however, shall not apply to a breach or alleged breach of a representation or warranty contained in Section 5.01 or Section 5.02.
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Related to Supplements and Updates to Representations and Warranties and Related Disclosure Schedule

  • Certain Covenants, Representations and Warranties of Client In connection with the Co-Managers’ activities hereunder, Client hereby represents, warrants, covenants, and agrees, as applicable, to each Co-Manager:

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to Amylin as of the Effective Date that:

  • Representations and Warranties Accurate All representations and warranties of Buyer contained in this Agreement shall be true and accurate in all material respects on and as of the Closing Date as if made again at and as of such date.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

  • Representations and Warranties of Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • Representations and Warranties to Survive Unless otherwise provided, all of the representations and warranties contained in this Agreement and in any certificate, exhibit or other document delivered pursuant to this Agreement shall survive the Closing for a period of two (2) years. No investigation made by any party hereto or their representatives shall constitute a waiver of any representation or warranty, and no such representation or warranty shall be merged into the Closing.

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