Common use of Adverse Changes in Condition Clause in Contracts

Adverse Changes in Condition. Each Party agrees to give written ---------------------------- notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (a) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (b) is reasonably likely to cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 4 contracts

Samples: Merger Agreement (First Alliance/Premier Bancshares Inc), Merger Agreement (Abc Bancorp), Merger Agreement (Premier Bancshares Inc /Ga)

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Adverse Changes in Condition. Each Party agrees to give written ---------------------------- notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ai) is reasonably likely to have, individually or in the aggregate, a Source Material Adverse Effect on it or a NDC Material Adverse Effect, as applicable, or (bii) is reasonably likely to would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 3 contracts

Samples: Merger Agreement (National Data Corp), Merger Agreement (National Data Corp), Merger Agreement (National Data Corp)

Adverse Changes in Condition. Each Party agrees to give written ---------------------------- notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ai) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it it, or (bii) is reasonably likely to would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 2 contracts

Samples: Merger Agreement (Webmd Inc), Merger Agreement (Webmd Inc)

Adverse Changes in Condition. Each Party agrees to ---------------------------- give written ---------------------------- notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ai) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (bii) is reasonably likely to would cause or constitute a material Material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 2 contracts

Samples: Merger Agreement (Twin City Bancorp Inc), Merger Agreement (Jefferson Savings Bancorp Inc)

Adverse Changes in Condition. Each Party agrees to give written ---------------------------- notice promptly to the other Party Parties upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ai) is reasonably likely to could have, individually or in the aggregate, a Material Adverse Effect on it or (bii) is reasonably likely to would cause or constitute a material breach of any of its representations, warranties, or covenants contained hereinherein or which would prevent the satisfaction of any condition precedent set forth in Article 10 of this Agreement, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 2 contracts

Samples: Merger Agreement (Kentucky Bancshares Inc /Ky/), Merger Agreement (Community Bank Shares of Indiana Inc)

Adverse Changes in Condition. Each Party agrees (a) to give written ---------------------------- notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ai) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (bii) is reasonably likely to cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and (b) to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 2 contracts

Samples: Merger Agreement (Abc Bancorp), Merger Agreement (Abc Bancorp)

Adverse Changes in Condition. Each Party agrees to give written ---------------------------- notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ai) is reasonably likely to have, individually or in the aggregate, a Quitman Material Adverse Effect on it or a Colony Material Adverse Effect, as applicable, or (bii) is reasonably likely to would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 2 contracts

Samples: Merger Agreement (Colony Bankcorp Inc), Merger Agreement (Quitman Bancorp Inc)

Adverse Changes in Condition. Each Party agrees (a) to give ---------------------------- written ---------------------------- notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ai) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (bii) is reasonably likely to cause or constitute a material breach of any of its representations, warranties, warranties or covenants contained herein, and (b) to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 2 contracts

Samples: Merger Agreement (Golden Isles Financial Holdings Inc), Merger Agreement (Abc Bancorp)

Adverse Changes in Condition. Each Party agrees to give written ---------------------------- ----------------------------- notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (a) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (b) is reasonably likely to cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Premier Bancshares Inc /Ga), Merger Agreement (Premier Bancshares Inc /Ga)

Adverse Changes in Condition. Each Party agrees to give written ---------------------------- ------------------------------- notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (a) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (b) is reasonably likely to cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Merger Agreement (Community Capital Bancshares Inc)

Adverse Changes in Condition. Each Party agrees to give written ---------------------------- notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (a) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (b) is reasonably likely to cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable best efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Merger Agreement (Abc Bancorp)

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Adverse Changes in Condition. Each Party agrees to give written ---------------------------- notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ai) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it such Party or (bii) is reasonably likely to would cause or constitute a material breach of any of its representations, warranties, warranties or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Reorganization Agreement (Southbanc Shares Inc)

Adverse Changes in Condition. Each Except to the extent prohibited by Law, ---------------------------- each Party agrees to give written ---------------------------- notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ai) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (bii) is reasonably likely to would cause or constitute a material breach of any of its representations, warranties, warranties or covenants contained herein, herein and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Merger Agreement (National Commerce Bancorporation)

Adverse Changes in Condition. Each Party agrees to give written ---------------------------- notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ai) is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect on it or an Acquiror Material Adverse Effect, as applicable, or (bii) is reasonably likely to would cause or constitute a material Material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Merger Agreement (Mohawk Industries Inc)

Adverse Changes in Condition. Each Party agrees to give written ---------------------------- notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which which: (ai) is reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect on it or a Buyer Material Adverse Effect, as applicable; or (bii) is reasonably likely to would cause or constitute a material breach of any of its representations, warranties, warranties or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Share Exchange Agreement (First Security Group Inc/Tn)

Adverse Changes in Condition. Each Party agrees (a) to give ---------------------------- written ---------------------------- notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ai) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (bii) is reasonably likely to cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and (b) to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Merger Agreement (SNB Bancshares Inc)

Adverse Changes in Condition. Each Party agrees to give written ---------------------------- notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ai) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (bii) is reasonably likely to would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Merger Agreement (Cytrx Corp)

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