Update to Schedules. The Seller shall give prompt written notice to Buyer of (i) the occurrence (including the discovery of facts after the execution of this Agreement not known as of the date hereof to the disclosing party) or non-occurrence of any event, the occurrence or non-occurrence of which would, or would be reasonably likely to, cause, (x) any representation or warranty contained in Articles 8, 9, or 10 hereof to be untrue or inaccurate in any material respect or (y) any covenant or agreement contained in this Agreement not to be complied with in any material respect and (ii) any failure to satisfy any condition to the consummation of the transactions contemplated by this Agreement; provided however that the delivery of any notice pursuant to this Section 19 (I) shall not (x) operate to in any way modify or cure any breach of the representations and warranties made by the Seller in Article 9 hereof or any exhibits or schedules referred to herein or attached hereto or (y) limit or otherwise affect the remedies available hereunder to the party receiving such notice, including the right not to consummate the transactions contemplated by this Agreement if the matters referred to in the notice would cause any of the conditions to the receiving party’s obligations not to be fulfilled. Within 15 days of the date of this Agreement, the Seller shall update all of the schedules described in Article 19 (K) as necessary to make the representations and warranties related to such schedules to be true and correct in all material respects. Notwithstanding the foregoing, Purchaser acknowledges that Xxxxxx Xxxxx and other persons associated with the Purchaser have detailed knowledge of the Seller, the Project Partnerships and the Subject Properties. Consequently, no failure by Seller to give notice to Purchaser pursuant to this Section 19.L shall entitle Purchaser to any remedies against Seller if the facts constituting the basis for such claim were known by Xxxxxx Xxxxx or other person associated with the Purchaser. EXECUTED as of the Effective Date. Seller: AMERICAN COMMUNITY PROPERTIES TRUST, a Maryland real estate investment trust By: _________________________________
Update to Schedules. From time to time on or before the Closing Date, the Representative may, by delivering written notice to Buyer (an “Update Notice”), update the Schedules solely with respect to any representation and warranty by the Sellers and/or the Seller Parties hereunder to reflect any change, fact, circumstance, occurrence or event that (x) would cause the failure of the closing condition set forth in Section 7.2(a) or (y) would require an update to a “listing” representation or warranty (i.e., a representation or warranty that expressly requires disclosure of documents or facts), and would not constitute an exception to a representation or warranty, to the extent occurring or arising in the Ordinary Course of Business (a) occurring or arising during the period after the date hereof and on or before the Closing Date; or (b) in the case of any representations or warranties made to the Knowledge of any Seller or Seller Party, of which such Seller or Seller Party first acquires Knowledge during such period. On the date that is three (3) days prior to the Closing Date, the Companies shall deliver to the Buyer a true, complete and final copy of the Schedules, including all information contained in the Update Notices, if any. Nothing in this Section 6.13 shall impact Buyer’s right to make any claim pursuant to Article IX as a result of any inaccuracy or breach of any representation or warranty made on the date hereof as qualified by the Schedules hereto as supplemented or amended.
Update to Schedules. At any time prior to the second Business Day prior to the Closing Date, Seller may update the Schedules to this Agreement, in a manner consistent with the level of specificity contained in such Schedules, to disclose to Buyer in writing any information which arises after the date hereof and which would have been required to be included in the applicable Schedule(s) if such information had existed on the date hereof; provided that, in the event the updates delivered hereunder, individually or in the aggregate, Materially affect the value of the Purchased Assets, the Parties agree to negotiate in good faith and in an expeditious manner to make an appropriate adjustment to the Purchase Price based upon the decrease in the value of the Purchased Assets. The matters disclosed hereunder shall be deemed to update and amend the applicable Schedule(s); provided, however, such amendment shall not be considered when determining whether the condition to closing set forth in Section 7.2(b) has been satisfied, but such amendment shall be deemed to replace the applicable Schedule(s) as delivered on the Execution Date for all other purposes.
Update to Schedules. The parties acknowledge that the disclosure schedules of Sellers attached to this Agreement have been prepared either as of the date of this Agreement or, at the request of the Buyers, as of December 31, 1996. At least three days prior to the Closing Date, the Sellers shall provide the Buyers with updated schedules as of the Closing Date in order that such schedules shall be true and correct as of such Closing
Update to Schedules. From time to time on or before the Closing Date, the Company shall deliver written notice to the Buyer (an “Update Notice”) to reflect any change, fact, circumstance, occurrence or event (collectively, “Change”): (a) that may constitute a breach of any covenant or agreement of the Company or the Stockholders’ Representative or may constitute a breach of any representation or warranty of the Company or the Stockholders’ Representative if such representation or warranty were made on the date of the occurrence or discovery of such Change or the Closing Date; or (b) in the case of any representations or warranties made to the Knowledge of the Company, which occurred prior to the date hereof but of which the Company first acquires Knowledge after the date hereof, in each case, together with any additions, supplements, or modifications necessary to make the information set forth in the Schedules true, accurate, and complete in all respects as soon as practicable after such information is available to the Company. At any time following receipt by the Buyer of any Update Notice setting forth any Change that constitutes a Material Adverse Effect, the Buyer may, in its sole discretion and without Liability to the Stockholders or any Acquired Entity, terminate this Agreement by giving written notice of such termination to the Company. If any Update Notice sets forth any change that does not constitute a Material Adverse Effect, upon disclosure thereof the Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to Section 8.1(c) or prevent consummation of the Transactions pursuant to Section 7.1(a) with respect to such Changes set forth in the applicable Update Notice unless any such Change later becomes a Material Adverse Effect. In the event that (i) a Change occurs that does not constitute a Material Adverse Effect, or (ii) a Change occurs that constitutes a Material Adverse Effect but for which the Buyer does not elect to terminate this Agreement pursuant to this Section 5.7, the Buyer shall use its commercially reasonable efforts to deliver to the Stockholders’ Representative prior to the Closing a notice setting forth if it then intends to make a claim for indemnification pursuant to ARTICLE IX (“Claim Intent Notice”), it being understood, acknowledged and agreed that neither (A) the Update Notice nor (B) any disclosure after the date hereof of the inaccuracy of any representation or warranty made in this Agreement or delivery of an u...
Update to Schedules. Following the Control Acquisition Date, Borrower shall be allowed to update the Schedules to this Term Loan Agreement as necessary to reflect changes in such Schedules attributable to the such acquisition.
Update to Schedules. Schedules 4.15(c) [Location of Executive Offices], 5.2(a) [States of Qualification and Good Standing], 5.2(b) [Subsidiaries], and 5.4 [Federal Tax Identification Number] are hereby amended and restated as set forth on the corresponding schedules attached to this Amendment.
Update to Schedules. In the event that the West Coast Stockholders or ASI Sellers provide written notice of an update to the Schedules prior to the Closing, then Pentacon and Acquisition Sub may (i) consent to such amendment and proceed with the Closing or (ii) terminate the Agreement. If Pentacon and Acquisition consent to such amendment whereby the Schedules are amended, then the representation or warranty in question shall not be deemed to have been breached as a consequence of such express additional disclosure and Pentacon and Acquisition Sub shall have no indemnification right with respect to matters as expressly disclosed in the notice.
Update to Schedules. Pursuant to Section 6.01(s) of the Credit Agreement, the Borrowers hereby submits an update to (i) Schedule 4.01 of the Credit Agreement, attached hereto as Amended Schedule 4.01, (ii) Schedule 4.07 of the Credit Agreement, attached hereto as Amended Schedule 4.07 and (iii) Schedule 4.08 of the Credit Agreement, attached hereto as Amended Schedule 4.08. The Lender hereby accepts the updates reflected on these amended schedules and waives any Event of Default or Potential Default under the Credit Agreement arising from such updates.
Update to Schedules. 36 ARTICLE VII
