Update of Representations and Warranties. Seller’s and Buyer’s representations and warranties in Sections 6.1 and 6.2 shall be deemed to have been remade at and as of the Closing Date with the same force and effect as if first made on and as of such date (and Seller shall execute at Closing in favor of Buyer a certification to that effect), provided that from time to time after the Effective Date through the Closing, Seller or Buyer may deliver schedules or other documents that update or otherwise modify its representations and warranties in this Agreement or any of the Exhibits attached to this Agreement to reflect matters, if any, that arise after the Effective Date and, in such event, its representations and warranties will be deemed to have been remade with the changes, if any, set forth in such updated schedules or other documents. Buyer shall have ten (10) business days after its receipt of written notice of the material change (as defined in Section 6.3.5) of a representation and warranty from Seller within which to terminate this Agreement (and if so terminated, then Sections 4.3(a) through (d) shall apply). If Seller’s disclosure is made within five business days of, or at, the Closing, then Buyer may postpone the Closing for the relevant number of days to ensure it has a full ten (10)-business day period during which it may terminate hereunder.
Update of Representations and Warranties. Prior to the Closing, Eldorado shall have the right to amend and otherwise modify the representations and warranties made by Eldorado by written notice thereof to Buyer to reflect any change in facts or circumstances first occurring after the Effective Date not resulting from a breach or default by Eldorado or its Affiliates under this Agreement. Nothing contained herein shall be deemed to affect Buyer’s rights under Section 8.1(c) hereof.
Update of Representations and Warranties. Prior to the Closing, Seller shall have the right to amend and otherwise modify the representations and warranties made by Seller by written notice thereof to Buyer to reflect any change in facts or circumstances first occurring after the Effective Date not resulting from a breach or default by Seller or its Affiliates under this Agreement.
Update of Representations and Warranties. Upon and after any increase of aggregate Commitments pursuant to this Section 2.19:
Update of Representations and Warranties. Prior to the Closing, Seller shall have the right to amend and otherwise modify the representations and warranties made by Seller by written notice thereof to Buyer to reflect any change in facts or circumstances first occurring after the Effective Date not resulting from a breach or default by Seller or its Affiliates under this Agreement. If such changes, individually or in the aggregate, result in a Material Adverse Effect, Buyer shall have the right to elect either (x) to continue with the Closing, without any reduction of the Purchase Price or any credit or allowance on account thereof or any other claim against Seller on account thereof, in which case Seller shall not be liable to Buyer (and Buyer shall have no rights or remedies) with respect to the matter, condition or circumstance which was the basis of the applicable modification to such modified representation or warranty, notwithstanding anything in this Agreement to the contrary, or (y) to terminate this Agreement, whereupon following any such termination, neither party shall have any further rights or obligations hereunder except for obligations which expressly survive termination of this Agreement.
Update of Representations and Warranties. Each of the Parties’ respective representations and warranties set forth in Sections 3.1 and 3.2 shall be deemed to have been remade at and as of the Closing Date.
Update of Representations and Warranties. Buyer and Seller shall each deliver a certificate updating their respective warranties and representations and, in the case of Seller, if necessary, reflect changes of warranted or represented matters occurring between the date of this Agreement and the Closing, in the form attached as Exhibit “EE.”
Update of Representations and Warranties. Upon and after any increase in the aggregate Commitments pursuant to this Section 2.19, the representation and warranties contained in Sections 4.04(a) and (b) shall be deemed to refer to the financial statements furnished most recently prior to the Increase Effective Date, pursuant to Section 5.01(b) and (a), respectively.
Update of Representations and Warranties. Between the date of this Agreement and the Closing Date' Seller shall give notice to Buyer promptly upon Seller's or Shareholders becoming aware of (a) any inaccuracy of a representation or warranty set forth in Section 5 or in any Schedule hereto, or (b) any event or state of facts that, if it had occurred or existed on or prior to the date of this Agreement, would have caused any such representation or warranty to be inaccurate, and any such notice shall describe such inaccuracy, event or state of facts in detail.
Update of Representations and Warranties. Upon and after any extension of the Maturity Date(s) pursuant to this Section 2.17, the representation and warranties contained in Sections 4.4(a) and (b) shall be deemed to refer to the financial statements furnished most recently prior to the Extension Effective Date, pursuant to Section 5.2(a).
