Common use of Updated Certificates Clause in Contracts

Updated Certificates. At any time prior to Closing, Seller may revise and update the Disclosure Schedules attached to this Agreement and provide changes, additions or exceptions thereto by providing a written certificate (each, a “Seller’s Update Certificate”) to Purchaser setting forth such information. If the Closing occurs, any Seller’s Update Certificate shall be effective for all purposes (including for purposes of indemnification under ARTICLE XII) except as set forth herein. At Closing, all representations and warranties shall be deemed modified by all such Seller’s Update Certificates. Seller shall be required to provide such Seller’s Update Certificates to Purchaser not later than ten (10) Business Days prior to the proposed Closing Date. Purchaser shall have ten (10) Business Days from receipt of any Seller’s Update Certificates to determine reasonably whether such Seller’s Update Certificates disclose a Material Adverse Effect, to notify Seller of such determination and, at Purchaser’s option, terminate this Agreement pursuant to Section 13.02, herein. Notwithstanding the foregoing and for the avoidance of doubt, in the event a Seller’s Update Certificate delivered to Purchaser by Seller: (i) discloses a breach or default by Seller of any of the Contracts, Governmental Approvals or Licenses that pertain to the Ashtabula III Project, or (ii) is provided to correct an untrue or incorrect statement of fact or omission arising from the willful misconduct or fraud of Seller which such breach, default, untrue or incorrect statement of fact or omission causes a Material Adverse Effect, Purchaser shall have the rights set forth in Section 13.03 as its sole and exclusive remedy.

Updated Certificates. At any time prior to Closing, Seller Purchaser may revise and update the Disclosure Schedules attached to this Agreement and provide changes, additions or exceptions thereto by providing a written certificate (each, a “SellerPurchaser’s Update Certificate”) to Purchaser Seller setting forth such information. If the Closing occurs, any SellerPurchaser’s Update Certificate shall be effective for all purposes (including for purposes of indemnification under ARTICLE XII) except as set forth herein. At Closing, all representations and warranties shall be deemed modified by all such SellerPurchaser’s Update Certificates. Seller Purchaser shall be required to provide such SellerPurchaser’s Update Certificates to Purchaser Seller not later than ten (10) Business Days prior to the proposed Closing Date. Purchaser Seller shall have ten (10) Business Days from receipt of any SellerPurchaser’s Update Certificates to determine reasonably whether such SellerPurchaser’s Update Certificates disclose discloses a Material Adverse Effect, to notify Seller Purchaser of such determination and, at Purchaser’s option, and to terminate this Agreement pursuant to Section 13.02, herein. Notwithstanding the foregoing and for the avoidance of doubt, in the event a SellerPurchaser’s Update Certificate delivered to Seller by Purchaser by Seller: (i) discloses a breach or default by Seller of any of the Contracts, Governmental Approvals or Licenses that pertain to the Ashtabula III Project, or (ii) is provided to correct an untrue or incorrect statement of fact or omission arising from the willful misconduct or fraud of Seller Purchaser which such breach, default, untrue or incorrect statement of fact or omission causes a Material Adverse Effect, Purchaser Seller shall have the rights set forth in Section 13.03 as its sole and exclusive remedy.