Updated Letter definition

Updated Letter means an updated Disclosure Letter, to be dated the Second Closing Date, if any, attached to the Bring-Down Certificate. Such Updated Letter shall include all disclosure necessary to make the representations and warranties set forth in Section 7.01 true and correct as of the date of the Second Closing Date and to consist solely of information regarding circumstances, facts, events or conditions that have arisen, occurred or come into existence after the First Closing Date; provided, however, that such Updated Letter (i) shall not correct, supplement or amend the disclosures set forth in the Disclosure Letter delivered on the date hereof for purposes of the representations and warranties made by Borrower as of the date of the First Closing Date, but the disclosures contained in the Updated Letter shall be deemed to modify and qualify all representations and warranties made in this Agreement on and as of the Second Closing Date, other than (x) all references to “Disclosure Letter” shall be to the “Updated Letter” and (y) all references to the “Financial Statements” shall be to the consolidated balance sheets of Borrower and its Subsidiaries, audited at December 31, 2013, December 31, 2012 and December 31, 2011, and the related consolidated statements of operations and comprehensive loss, cash flows and changes in stockholders’ equity of Borrower and its Subsidiaries, audited for the years ended December 31, 2013, December 31, 2012 and December 31, 2011, and the accompanying footnotes thereto, and the consolidated balance sheets of Borrower and its Subsidiaries as of September 30, 2014 and September 30, 2013, and the related consolidated statements of operations and comprehensive loss, cash flows and changes in stockholders’ equity of Borrower and its Subsidiaries for the nine months ended September 30, 2014 and September 30, 2013, (ii) shall not change the nature or scope of the applicable representations and warranties by effectively amending or modifying the language contained in such representations and warranties (as opposed to merely listing exceptions or required disclosures thereto) and (iii) shall be written in specific terms in a manner consistent with the Disclosure Letter delivered to Lender on the First Closing Date and sufficient to put Lender on notice of the information being disclosed. Each item included in the Updated Letter shall identify the particular representation or warranty that must be qualified in light of the event or circumstance ...
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Examples of Updated Letter in a sentence

  • In the case of the Second Closing Date, the Bring-Down Certificate will also certify the Updated Letter, together with documentation reasonably supporting each item disclosed.

  • If the Second Notice of Borrowing is accompanied by a draft of the Updated Letter or if the Bring-Down Certificate is accompanied by the Updated Letter, Lender shall have no obligation to make the Loan of the Second Commitment unless the matters set forth in the Updated Letter are acceptable to Lender in its sole discretion.

  • Receipt by Purchaser of funding from the Underwriter and the Lender Group in accordance with the Updated Letter and the Commitment Letters, respectively.

  • Notwithstanding the foregoing, if the Updated Letter of Credit is not delivered to Landlord per the terms and conditions below, Landlord will issue Certificate Confirming Rent Schedule per Exhibit A once in Landlord is in receipt of the Updated Letter of Credit.

  • From and after the first day of the first calendar month following the delivery of the Updated Letter of Credit (defined below) meeting the requirements of the Lease, which is currently anticipated to be October 1, 2023, the Fixed Rent as set forth in subsection 15 of the Preamble of the Lease shall be payable as set forth in the table below.

  • The Purchaser shall use commercially reasonable efforts to provide to the Seller an updated Highly Confident Letter dated the later of (x) five (5) Business Days prior to the Road Show Date and (y) February 1, 2005 ("Updated Letter") reaffirming the Underwriters' ability to obtain the financing on substantially the same terms as set forth in the Highly Confident Letter.

  • Except as required by the Existing Stockholders Agreement, the Updated Letter Agreement or the Existing Exchange Agreement, the Stockholder agrees not to enter into any legally binding agreement or commitment with any Person the effect of which would violate, or frustrate the intent of, the provisions of this Agreement.

  • Copy of the Occupational Health and Safety Act (85 of 1993) or MHS Act (29 of 1996 when working on a mine) Updated Letter of Good Standing with WCA or FEM Clients Safety Specification Approved Risk Assessments Approved Fall Protection Plan Approved SHE Management Plan Risk Assessments - Const Reg.

  • The validity of the Updated Letter of Intent will be extended if necessary, from time to time, in a manner whereby the Updated Letter of Intent will be in force as at the date of effecting of the Second Payment.

  • Without limiting the foregoing, the parties hereto mutually covenant and agree that the final form of the LLC Agreement entered into by the parties at Closing shall be consistent with the Existing Letter Agreement and the Updated Letter Agreement, and the parties shall use reasonable best efforts and negotiate in good faith to finalize the form of LLC Agreement within thirty (30) Business Days after the date hereof, on terms and conditions reasonably acceptable to the Stockholder.