Updating Sample Clauses

Updating. At the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the information contained in the Certification or, if applicable, Standard Form-LLL, Qualified Producer shall file with TVA an initial or new Standard Form-LLL with such new information or modifications as are necessary to correct any inaccuracies in the information originally declared and certified.
Updating. If your Computer is connected to the Internet, the Software may, without additional notice, check for Updates that are available for automatic download and installation to your Computer and let Adobe know the Software is successfully installed. For Reader, Updates may be automatically downloaded but not installed without additional notice unless you change your preferences to accept automatic installation. Only non-personally identifying information is transmitted to Adobe when this happens, except to the extent that IP Addresses may be considered personally identifiable in some jurisdictions. The use of such information, including your IP Address, as provided by the auto update process is governed by the Adobe Online Privacy Policy. Please consult the Documentation for information about changing default update settings at http://www.adobe.com/go/settingsmanager for Flash Player, http://www.adobe.com/go/update_details_url (or successor website) for Reader, and http://www.adobe.com/go/air_update_details for Adobe AIR.
Updating. Each Party shall promptly notify the other Party of any changes or additions to any of the Schedules to this Agreement provided by such Party, if any, to correct any matter that would constitute a breach of any representation or warranty of such Party in Articles 4, 5 or 6, as the case may be, of this Agreement as of a reasonably current date prior to the Closing, but in any event not later than three (3) Business Days prior thereto. Subject to Section 13.13, no such updates made pursuant to this Section 7.2 shall be deemed to cure any inaccuracy of any representation or warranty made in this Agreement as of the date hereof, unless the Party for whose benefit such representation or warranty was made specifically agrees thereto in writing, nor shall any such notification be considered to constitute or give rise to a waiver by the Party for whose benefit such representation or warranty was made of any condition set forth in this Agreement; provided, however, that if the Closing shall occur, then all matters disclosed by either Party pursuant to any such change or addition at or prior to the Closing shall be deemed to be matters of which the other Party had Knowledge for purposes of Section 13.13. Each Party agrees to advise the other Party promptly in writing of any matter or occurrence of which it has or obtains Knowledge which may constitute a breach by either Party of any representation, warranty or covenant contained in this Agreement, or of any reason of which it has or obtains Knowledge why a condition to the performance of either Party's obligations hereunder may not be satisfied on or before the Closing Date.
Updating. Each Party shall keep the other reasonably informed of developments in any action or proceeding relating to the potential infringement of the claims of a Patent Right relating to the Lead Carrier, the Commercial Carrier or the Back-Up Carrier including, to the extent permissible by law, the state of any settlement negotiations and the terms of any offer related thereto.
Updating. (a) Without limitation to EME's obligations under Section 6.20(b), EME shall notify the Purchaser of any changes or additions to any of EME's Schedules to this Agreement (including the EME Disclosure Schedule and the Structure Chart contained in Section 4.5(b) of the EME Disclosure Schedule) by the delivery of updates thereof, if any, as of a reasonably current date prior to the Closing, but in no event later than five (5) Business Days prior to the Closing, provided that EME shall continue to deliver updates relating to subsequent changes or additions to any of the Schedules of EME until the Closing. No such updates made pursuant to this Section 6.20(a) shall be deemed to cure any inaccuracy or breach of any representation or warranty made in this Agreement as of the Effective Date nor, for purposes of Section 8.2(a) or Section 11.3(a)(i) (subject to the terms of the second proviso contained therein), the Closing Date, unless the Purchaser specifically agrees thereto in writing, nor shall any such notification be deemed to constitute or give rise to a waiver (whether express or implied) by the Purchaser of any covenant or condition set forth in this Agreement. Without limiting the generality of the foregoing, EME shall notify the Purchaser reasonably promptly of the occurrence of any material casualty, physical damage, destruction or physical loss respecting, or, to the best of the Knowledge of EME, material adverse change in the physical condition of, any Project, subject to ordinary wear and tear and to routine maintenance.
Updating. (a) At any time prior to each Closing, by written notice to Purchaser, Seller may supplement or amend any of the Schedules to the applicable Acquired Companies Annex to include thereon any matters that have arisen after the applicable Effective Date as a result of any actions or inactions of Seller or any of its Affiliates with respect to any of the applicable Acquired Companies, the applicable Project or the applicable Facility that are not prohibited by Section 7.3, including any specific activities expected to be undertaken by Seller and its Affiliates during the Interim Period that is applicable to the Acquired Companies Acquisition as set forth on Schedule 7.3 to such Acquired Companies Annex. Any such Schedules that are supplemented or amended in accordance with this Section 7.7(a) shall be deemed so supplemented or amended for all purposes of this Agreement as if such matters were listed on such Schedules as of the applicable Effective Date.
Updating. From time to time until the Closing, Transferor may at its option supplement or amend and deliver written updates to (or add Schedules to) the Disclosure Schedules as necessary to disclose any events or developments that occur or information that is learned between the date of this Agreement and the Closing Date. Transferor shall be considered in material breach of this Agreement for purposes of Section 8.1(c) if the event, action, development or occurrence which is the subject of the supplement, amendment or update (a) constitutes a material breach by Transferor of any provision of this Agreement or (b) has a Material Adverse Effect, provided, however, that in the case of subclauses (a) or (b), in the event Transferee provides notice of termination for a material breach of this Agreement pursuant to Section 8.1(c) as a result of any supplement, amendment or update, Transferor shall have a period of 30 days following written notice from Transferee to cure any breach of this Agreement if the breach is curable; provided, further, that, if Transferee does not elect to terminate this Agreement pursuant to Section 8.1(c) as a result thereof, any such update made pursuant to this Section 5.5 shall be considered for purposes of determining whether the condition in Section 6.2(b) has been satisfied, but shall be disregarded for purposes of (x) determining whether the condition in Section 6.2(c) has been satisfied and (y) Article VII.
Updating. Parent and the Shareholder Agent shall promptly deliver to the Escrow Agent a revised EXHIBIT A to update the information contained therein following the occurrence of any of the following events: (i) a Capital Change, (ii) any issuance of Additional Escrow Shares; (iii) any change in the Closing Price; or (iv) any change in the information set forth in EXHIBIT A regarding the Company Shareholders. Unless and until the Escrow Agent receives such revised EXHIBIT A, the Escrow Agent may assume without inquiry that the last EXHIBIT A it received remains in effect and that such exhibit has not been, and is not required to be, modified.
Updating. The foregoing representations and warranties under this ARTICLE IV shall be true as of the date of this Agreement and as of the date of Closing. In the event that the Seller becomes aware of any changes in the foregoing representations and warranties occurring after the Effective Date and prior to the date of Closing, the Seller shall promptly disclose such changes in writing to the Buyer. Should any of the Seller’s representations and warranties either be found to be incorrect in any materially detrimental respect as the result of any changes occurring after the Effective Date but prior to the Closing, the Seller shall notify the Buyer of such issue within 10 days of its discovery. The Seller shall use reasonable efforts to attempt to cure the same by the Closing. If the Seller is unable to cure same by the Closing, the Closing shall be postponed until 5 Business Days following the Buyer’s receipt of proof reasonably satisfactory to the Buyer that such matters have been cured, provided, however, if the Seller is unable to cure the same within 15 days after the scheduled Closing, the Buyer shall be entitled to elect by giving the Seller written notice that the Buyer either (i) waives the same and shall proceed to Closing or (ii) terminates this Agreement, whereupon the Earnest Money shall be immediately returned to the Buyer, and, upon return of the Earnest Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). For avoidance of doubt, if any of the Seller’s representations and warranties were incorrect when made on the Effective Date, the Seller shall be in breach of this Agreement.