Certain Updates Sample Clauses

The "Certain Updates" clause establishes the right or process for making specific changes or modifications to an agreement or its referenced documents. Typically, this clause outlines which party may issue updates, the scope of permissible changes, and any notice requirements or limitations on the frequency or substance of updates. For example, it may allow a service provider to update technical specifications or policies with prior notice to the customer. The core function of this clause is to provide flexibility for necessary adjustments over time while maintaining transparency and predictability for all parties involved.
Certain Updates. On a periodic basis between the date hereof and the Closing Date, Seller and the Company may supplement or amend the Disclosure Schedule and deliver such supplemented or amended Disclosure Schedule to Purchaser with respect to any fact, occurrence, event, effect, change, circumstance or development. If any such supplement or amendment gives Purchaser a right to terminate this Agreement pursuant to Article XII and the Closing occurs, then such supplement or amendment will be deemed to have amended the Disclosure Schedule, to have modified the representations and warranties contained in Article III or Article IV, as applicable, and to have cured any misrepresentation in or inaccuracy or breach of any representation or warranty that otherwise might have existed hereunder by reason of the fact, occurrence, event, effect, change, circumstance or development (and neither Seller nor the Company will have any liability to Purchaser with respect to such fact, occurrence, event, effect, change, circumstance or development). If any such supplement or amendment does not give Purchaser a right to terminate this Agreement pursuant to Article XII, then Purchaser will be entitled to seek indemnification for any Damages related to such supplement or amendment in accordance with the terms and provisions of Article XII.
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Certain Updates. During the Pre-Closing Period, the Company shall promptly notify Purchaser of: (a) Any Material Adverse Effect or any other fact or circumstance which otherwise results in the Company determining that a condition to its obligations to consummate the transactions contemplated hereby cannot be fulfilled; (b) Any written notice or other written communication from or to any Governmental Entity in connection with the transactions contemplated hereby; (c) Any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby; (d) Any Proceeding commenced, threatened against, relating to or involving or otherwise affecting the Company that, if pending on the date hereof, would have been required to have been disclosed pursuant to this Agreement; and (i) The damage or destruction by fire or other casualty of any material asset or part thereof or (ii) any asset or part thereof becoming the subject of any proceeding or threatened proceeding for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action. The Company hereby acknowledges that Purchaser does not and shall not waive any right it may have hereunder as a result of such notifications and any notification given pursuant to this ‎Section 5.4 shall (i) not have any effect for purposes of determining satisfaction of the conditions set forth in ‎Section 8.2 of this Agreement, (ii) not in any way limit Purchaser’s exercise of its rights hereunder, including those rights set forth in ‎Article IX; and (iii) not constitute an update or supplement to the Schedules for any purpose.
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Certain Updates. From time to time prior to the Closing, Seller may provide Buyer with written notice of the occurrence, or failure to occur, after the date hereof of any event (a "Matter") that, if it occurred, or failed to occur, on or prior to the date hereof, would have been required to be set forth or described on a Schedule in response to any representation or warranty contained in Article II hereof and that would prevent Seller from satisfying the condition set forth in Section 5.2(e) hereof (any such notice, an "Update"). The Update will be deemed to update the Schedules for purposes of the conditions specified in Section 5.2(b) and Section 5.2(e); provided, however, that Buyer shall continue to have the right to terminate this Agreement pursuant to Section 7.1(c) or Section 7.1(d) as a result of the Matter disclosed in such Update. If Buyer does not terminate the Agreement pursuant to Section 7.1(c) or Section 7.1(d) as a result of the Matter disclosed in such Update, then the Buyer Indemnified Parties shall have no right to indemnification under Article VI hereof in respect of such Matter, notwithstanding anything contained in this Agreement to the contrary.
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Certain Updates. If necessary, then, on a periodic basis during the Pre-Closing Period, Seller Representative may supplement or amend the Disclosure Schedule and deliver such supplemented or amended Disclosure Schedule to Purchaser Representative with respect to any event, circumstance or development. If any such supplement or amendment gives Purchaser Representative a right to terminate this Agreement pursuant to Article XI and Purchaser Representative elects to waive its right to terminate this Agreement and consummate the transactions contemplated by this Agreement, then such supplement or amendment will be deemed to have amended the Disclosure Schedule, to have modified the representations and warranties contained in Article III and to have cured any misrepresentation, inaccuracy or breach of warranty that otherwise might have existed hereunder by reason of the event, circumstance or development (and Sellers will have no Liability to Purchasers with respect to such event, circumstance or development). If any such supplement or amendment does not give Purchaser Representative a right to terminate this Agreement pursuant to Article XI, then Purchaser Representative will be entitled to seek indemnification after the Closing for any Damages related to such supplement or amendment in accordance with the terms and provisions of Article IX. The Seller Representative may update the Purchased Japan Assets Attachment attached to the Schedule of Purchased Japan Assets, the Assumed Japan Liabilities Attachment attached to the Schedule of Assumed Japan Liabilities, the Purchased Germany Assets Attachment attached to the Schedule of Purchased Germany Assets and the Assumed Germany Liabilities Attachment attached to the Schedule of Assumed Germany Liabilities as necessary to reflect any change or development in the make-up of the assets set forth therein that has occurred following the date hereof consistent with the covenants set forth in Section 5.5.
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Certain Updates. On the seventh day prior to the Closing, the Seller shall deliver to the Purchaser (a) a schedule listing each of the Open Incoming POs and Open Outgoing POs as of that date, and (b) a list of the Transferred Inventory as of that date.
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Certain Updates. From the date hereof until the Closing or the earlier termination of this Agreement, the Company and Sellers shall disclose to Purchaser in writing promptly upon discovery thereof (a) any material variances from the representations and warranties contained in Article III, IV or Section 7.2 (as applicable), (b) if the employment of any key employee, or group of employees, of any Target Company is terminated for any reason, whether by a Target Company or by such key employee, or group of employees, (c) any written notice or other communication from any third party relating to a default or event which, with notice or lapse of time or both, would become a default, received subsequent to the date of this Agreement, under any Material Contract to which any Target Company is a party or is subject, or (d) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement. No disclosure pursuant to this Section 6.5 shall be deemed to amend or supplement the Disclosure Letter or to prevent or cure any breach or inaccuracy of any representation or warranty.
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Certain Updates. The Company and each Equityholder shall have the right to update the Updateable Schedules for a period of 10 calendar days from the date hereof (each such update being referred to herein as a “Schedule Update”). Upon Purchaser’s receipt of a Schedule Update, the Purchaser shall have the right, in its sole discretion to (i) terminate this Agreement or (ii) negotiate an adjustment to the terms of the Agreement with the Equityholder Representative; provided that the Purchaser shall have the right to terminate this Agreement if the Purchaser and the Equityholder Representative cannot agree on such an adjustment to the terms of this Agreement. In the event the Purchaser and Equityholder Representative agree to such an adjustment with respect to a Schedule Update, the Purchaser shall be deemed to have waived any right to terminate this Agreement solely with respect to such Schedule Update.
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Related to Certain Updates

  • Disclosure Updates Promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished to the Lender Group contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

  • Certain Calculations Unless otherwise specified herein, the following provisions shall apply: (a) All calculations of interest with respect to the Mortgage Loans shall be made in accordance with the terms of the related Note and Mortgage. (b) For purposes of distribution of Yield Maintenance Charges pursuant to Section 4.01(d) of this Agreement on any Distribution Date, the Class of Non-Vertically Retained Principal Balance Certificates as to which the Non-Vertically Retained Percentage of any prepayment shall be deemed to be distributed shall be determined on the assumption that the portion of the Principal Distribution Amount paid to the Non-Vertically Retained Principal Balance Certificates on such Distribution Date in respect of principal shall consist first of the Non-Vertically Retained Percentage of scheduled payments included in the definition of Principal Distribution Amount and second of the Non-Vertically Retained Percentage of prepayments included in such definition. (c) Any Mortgage Loan payment is deemed to be received by the Trust Fund on the date such payment is actually received by the Master Servicer, the Special Servicer or the Certificate Administrator; provided, however, that for purposes of calculating distributions on the Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with Section 3.01(b) of this Agreement to reduce the outstanding principal balance of such Mortgage Loan on which interest accrues. (d) For purposes of calculating distributions on the Certificates and the Uncertificated VRR Interest and, in the absence of express provisions in the related Loan Documents (and/or, with respect to each Outside Serviced Mortgage Loan, the related Outside Servicing Agreement) to the contrary, for purposes of otherwise collecting amounts due under a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect of any Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (excluding, if applicable, in the case of each Serviced Loan Combination, any amounts payable to the holder(s) of the related Companion Loan(s) pursuant to the related Co-Lender Agreement) shall be deemed to be allocated in the following order of priority: (i) as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan, and unpaid interest at the Advance Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with respect to the related Mortgage Loan; (ii) as a recovery of Nonrecoverable Advances with respect to the related Mortgage Loan and any interest on those Nonrecoverable Advances at the Advance Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Pool (as described in the first proviso in the definition of “Aggregate Principal Distribution Amount”); (iii) to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid interest (exclusive of Default Interest and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable Mortgage Loan interest accrual period, over (B) after taking into account any allocations pursuant to clause (v) below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (A) of this clause (iii) that either (1) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts or (2) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made; (iv) to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance); (v) as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent that collections have not been allocated as recovery of such accrued and unpaid interest pursuant to this clause (v) on earlier dates); (vi) as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items relating to such Mortgage Loan; (vii) as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan; (viii) as a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan; (ix) as a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan; (x) as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan; (xi) as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other than, if applicable, accrued and unpaid Excess Interest (and, if both Consent Fees and Operating Advisor Consulting Fees are due and owing, first, allocated to Consent Fees and, then, allocated to Operating Advisor Consulting Fees); (xii) as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and (xiii) in the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess Interest; provided that, to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related Loan Documents) with respect to any partial release of a Mortgaged Property (including following a condemnation) at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Loan Combination, as applicable, exceeds 125%, or would exceed 125% following any partial release (based solely on the value of the real property and excluding personal property and going concern value, if any) must be collected and allocated to reduce the principal balance of the Mortgage Loan or the related Serviced Loan Combination in the manner permitted by the REMIC Provisions. (e) Collections by or on behalf of the Trust in respect of any REO Property (exclusive of amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced Loan Combination, exclusive of any amounts payable to the holder(s) of the related Companion Loan(s) pursuant to the related Co-Lender Agreement) shall be deemed to be allocated for purposes of calculating distributions on the Certificates and (subject to any related Co-Lender Agreement and/or Outside Servicing Agreement) for purposes of otherwise collecting amounts due under the Mortgage Loan in the following order of priority: (i) as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related REO Mortgage Loan and interest at the Advance Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with respect to the related REO Mortgage Loan; (ii) as a recovery of any Nonrecoverable Advances with respect to the related REO Mortgage Loan and any interest on those Nonrecoverable Advances at the Advance Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of “Aggregate Principal Distribution Amount”); (iii) to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on the related REO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid interest (exclusive of Default Interest and Excess Interest) accrued on such REO Mortgage Loan at the applicable Mortgage Rate in effect from time to time through the end of the applicable Mortgage Loan interest accrual period, over (B) after taking into account any allocations pursuant to clause (v) below or clause (v) of Section 1.02(d) above on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (A) of this clause (iii) that either (1) was not advanced because of the reductions (if any) in the amount of related P&I Advances for the related REO Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with Appraisal Reduction Amounts or (2) accrued at the applicable Net Mortgage Rate on the portion of the Stated Principal Balance of such REO Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made; (iv) to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of the related REO Mortgage Loan to the extent of its entire unpaid principal balance; (v) as a recovery of accrued and unpaid interest on the related REO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such REO Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at the applicable Net Mortgage Rate on the portion of the Stated Principal Balance of such REO Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent that collections have not theretofore been allocated as a recovery of such accrued and unpaid interest on earlier dates pursuant to this clause (v) or clause (v) of Section 1.02(d) above); (vi) as a recovery of any Yield Maintenance Charge then due and owing under the related REO Mortgage Loan; (vii) as a recovery of any late payment charges and Default Interest then due and owing under the related REO Mortgage Loan; (viii) as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related REO Mortgage Loan; (ix) as a recovery of any other amounts then due and owing under the related REO Mortgage Loan other than, if applicable, accrued and unpaid Excess Interest (and, if both Consent Fees and Operating Advisor Consulting Fees are due and owing, first, allocated to Consent Fees and, then, allocated to Operating Advisor Consulting Fees); and (x) in the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess Interest. (f) The applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (d) of this Section 1.02 shall be determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect of any Mortgage Loan or any REO Property pursuant to paragraph (e) of this Section 1.02 shall be determined by the Special Servicer (unless such Mortgage Loan is, or such REO Property relates to, an Outside Serviced Mortgage Loan, in which case such applications shall be determined by the Master Servicer) in accordance with the Servicing Standard. (g) All net present value calculations and determinations made hereunder with respect to the Mortgage Loans, the Serviced Companion Loans or a Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”, and including, if and when applicable, with respect to an Outside Serviced Mortgage Loan or the related Mortgaged Property or any related REO Property) shall be made using the Calculation Rate. (h) For purposes of calculating Pass-Through Rates (where applicable) and distributions on, and allocations of applicable Realized Losses (where applicable) to, the Certificates and the Uncertificated VRR Interest, as well as for purposes of calculating the Servicing Fee, the Trustee/Certificate Administrator Fee, the Operating Advisor Fee and the Asset Representations Reviewer Ongoing Fee payable each month, each REO Property (including any REO Property with respect to an Outside Serviced Mortgage Loan held pursuant to an Outside Servicing Agreement) will be treated as if the related Mortgage Loan and any related Companion Loan(s) had remained outstanding and the related Loan Documents continued in full force and effect; and all references to “Mortgage Loan,” “Mortgage Loans” or “Mortgage Pool” (or any other capitalized terms of which such terms are a part) in this Agreement, when used in that context, will be deemed to also be references to or to also include, as the case may be, any related REO Mortgage Loan, and all references to “Companion Loan” or “Companion Loans” (or any other capitalized terms of which such terms are a part) in this Agreement, when used in that context, will be deemed to also be references to or to also include, as the case may be, any related REO Companion Loan. Each REO Loan will generally be deemed to have the same characteristics as its actual predecessor Mortgage Loan or Companion Loan, as applicable, including the same fixed Mortgage Rate (and, accordingly, the same Net Mortgage Rate) and the same unpaid principal balance and Stated Principal Balance. Amounts due on the predecessor Mortgage Loan or Companion Loan, as applicable, including any portion of those amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, will continue to be “due” in respect of the REO Loan; and amounts received in respect of the related REO Property, net of payments to be made, or reimbursements to the Master Servicer or Special Servicer for payments previously advanced, in connection with the operation and management of that property, generally will be applied by the Master Servicer as if received on the predecessor Mortgage Loan or Companion Loan, as applicable.

  • Schedule Updates the Contractor agrees to maintain the Work duration schedule updates on an ongoing basis and, when the County requests it, include the updates in its payment request. The Contractor may be required to submit a narrative report with each monthly update which shall include a description of current and anticipated problem areas, delaying factors and their impact, and an explanation of corrective action taken or proposed. Failure to do so may be considered a material breach of the Contract. Any additional or unanticipated costs or expense required to maintain the schedules shall be solely the Contractor’s obligation and Contractor agrees not to charge the County.

  • Certification Regarding Lobbying Applicable to Grants Subgrants, Cooperative Agreements, and Contracts Exceeding $100,000 in Federal Funds Submission of this certification is a prerequisite for making or entering into this transaction and is imposed by section 1352, Title 31, U.S. Code. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement.

  • Certain Reports Promptly upon their becoming available and without duplication of any obligations with respect to any such information that is otherwise required to be delivered under the provisions of any Loan Document, copies of (i) following an initial public offering, all financial statements, reports, notices and proxy statements sent or made available generally by Holdings or its applicable Parent Company to its security holders acting in such capacity and (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities; and