Notice of Development. From and after the date of this Agreement until the earlier of the Share Exchange Closing or the termination of this Agreement in accordance with its terms, the Acquiror shall promptly (and in any event prior to the Share Exchange Closing) notify Acquiror in writing, upon any Acquiror Party becoming aware (awareness being determined with reference to the knowledge of the Acquiror) of: (a) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is reasonably likely to cause any condition to the obligations of any Acquiror Party to effect the Transactions not to be satisfied, (b) any breach of a representation or warranty given by Acquiror in this Agreement or Acquisition Entity in this Agreement or (c) any notice or other communication from any Governmental Authority which is reasonably likely, individually or in the aggregate, to have a material adverse effect on the ability of the parties hereto to consummate the Transactions or to materially delay the timing thereof. The delivery of any notice pursuant to this Section 9.11 shall not cure any breach of any representation or warranty made by the Acquiror Parties but shall supplement the disclosure letter delivered by the Acquiror on the date hereof and qualify the representations and warranties given by the Acquiror Parties in this Agreement.
Notice of Development. During the period commencing on the date hereof and ending on the Closing Date, the Seller will give prompt written notice to the Purchaser of any material adverse development causing a breach of any of the representations and warranties in Articles 3 and 4. No disclosure by the Seller pursuant to this Article 6.5, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Notice of Development. Upon reasonable request by Dendreon, Kirin will provide Dendreon with Information regarding the Kirin Products that are in clinical trials prior to Phase II. Upon reasonable request by Kirin, Dendreon will provide Kirin with Information regarding the Dendreon Products that are in clinical trials prior to Phase II.
Notice of Development. IPEF will give prompt written notice to Manitex of any material adverse development of which it becomes aware and which may cause a breach of any of the representations and warranties in Article 5.
Notice of Development. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(e), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Notice of Development. Between the date of this Agreement and the Closing, the Companies or Seller and/or Parent, as applicable, on the one hand, and Purchaser, on the other hand, shall give prompt notice to the other of any event, or the failure of a party hereto or any Affiliate of any party hereto to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, which occurrence or failure would be reasonably likely to make the satisfaction of the conditions of ARTICLE VII impossible or unlikely; PROVIDED, HOWEVER, that such disclosure shall not be deemed to modify or amend the representations or warranties made by Seller, Parent or Purchaser herein for any purpose under this Agreement, including the satisfaction of the conditions to Closing under ARTICLE VII or Seller's, Parent's or Purchaser's indemnification obligations under ARTICLE VIII, except as otherwise provided by SECTION 8.3(g) hereof, or to cure any breach of a representation or warranty when made or any covenant or agreement or to satisfy any condition herein. Without limiting the foregoing, between the date of this Agreement and the Closing, Purchaser shall give prompt notice to Seller and Parent of any amendment, modification or termination of the Commitment. Purchaser shall also (i) respond, from time to time, to reasonable inquiries of Parent as to the status of the Financing contemplated by the Commitment and (ii) promptly notify Seller and Parent upon receipt of written notice from the lenders that (A) a condition to funding under the Commitment has become incapable of being satisfied (beyond any applicable cure period, if any), (B) the Commitment has lapsed or (C) the Commitment has been terminated by the lenders under the Commitment.
Notice of Development. The Seller shall give prompt written notice to the Buyer of any development of which the Seller has knowledge that could cause a breach of any representations and warranties in Section 2.1 hereof. No disclosure by the Seller pursuant to this Section 3.1(e), however, shall be deemed to amend or supplement the Schedules hereto or to prevent or cure any misrepresentations, breach of warranty, or breach of covenant; provided, however, that the Buyer's sole remedy for any such development (not caused by actions of the Seller) shall be to terminate this Agreement. (f)
Notice of Development. MP shall notify GRE of any event or occurrence that has as its basis an event or occurrence that arose after the date hereof which would cause a breach at the Closing of any of the representations and warranties set forth in Sections 9.01, 9.02 and 9.05.
Notice of Development. The Vendor shall promptly notify the Judicial Council upon the completion of the development, creation or reduction to practice of any and all Developed Works and submit to the Judicial Council any patent disclosure statements applicable to the Developed Works.
Notice of Development. 38 Section 4.6 Insurance; Risk of Loss...............................................................38 Section 4.7 Surveys...............................................................................39 Section 4.8 Corporate Names.......................................................................39 Section 4.9 Domain Names/Internet Sites...........................................................40 Section 4.10 Intercompany Accounts, Agreements and Transactions....................................41 Section 4.11 Resignations..........................................................................41 Section 4.12
