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 (i) is reasonably likely to have, individually or in the aggregate, a Source Material Adverse Effect or a NDC Material Adverse Effect, as applicable, or (ii) 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: Agreement and Plan of Merger (National Data Corp), Agreement and Plan of Merger (National Data Corp), Agreement and Plan of Merger (National Data Corp)

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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 (ia) is reasonably likely to have, individually or in the aggregate, a Source Material Adverse Effect or a NDC Material Adverse Effect, as applicable, on it or (iib) would 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), Agreement and Plan of Reorganization (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 (i) is reasonably likely to have, individually or in the aggregate, a Source Material Adverse Effect or a NDC Material Adverse Effect, as applicableon it, or (ii) 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: 3 Agreement and Plan of Merger (Webmd Inc), Agreement and Plan of Merger (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 (i) is reasonably likely to have, individually or in the aggregate, a Source Quitman Material Adverse Effect or a NDC Colony Material Adverse Effect, as applicable, or (ii) 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: Agreement and Plan of Merger (Quitman Bancorp Inc), Agreement and Plan of Merger (Colony Bankcorp 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 (i) is reasonably likely to have, individually or in the aggregate, a Source Material Adverse Effect or a NDC Material Adverse Effect, as applicable, on it or (ii) would 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: Agreement and Plan of Merger (Golden Isles Financial Holdings Inc), Agreement and Plan of Merger (Abc Bancorp)

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 (i) is reasonably likely to have, individually or in the aggregate, a Source PMSI Database Material Adverse Effect or a NDC Material Adverse Effect, as applicable, or (ii) 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: Stock Purchase Agreement (National Data Corp), Stock Purchase 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 that (i) is reasonably likely to have, individually or in the aggregate, a Source Neighbors Material Adverse Effect or a NDC an SBKC Material Adverse Effect, as applicable, or (ii) 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: Agreement and Plan of Reorganization (Neighbors Bancshares Inc), Agreement and Plan of Reorganization (Security Bank 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 (i) is reasonably likely to have, individually or in the aggregate, a Source PSHC Material Adverse Effect or a NDC Seacoast Material Adverse Effect, as applicable, or (ii) 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: Agreement and Plan of Merger (Port St Lucie National Bank Holding Corp), Agreement and Plan of Merger (Seacoast Banking Corp of Florida)

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 (i) is reasonably likely to have, individually or in the aggregate, a Source Material Adverse Effect or a NDC Material Adverse Effect, as applicable, on it or (ii) would 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: Agreement and Plan of Merger (Abc Bancorp), Employment 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 or, to the Knowledge of each Party, impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Source an ACCESS Material Adverse Effect or a NDC Keryx Material Adverse Effect, as applicable, or (ii) 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: Agreement and Plan of Merger (Keryx Biopharmaceuticals 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 (i) is reasonably likely to have, individually or in the aggregate, a Source VTE Material Adverse Effect or a NDC Premiere Material Adverse Effect, as applicable, or (ii) 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: General Escrow Agreement (Premiere Technologies 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 (i) is reasonably likely to have, individually or in the aggregate, a Source an ATS Material Adverse Effect or a NDC Premiere Material Adverse Effect, as applicable, or (ii) 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: Agreement and Plan of Merger (Premiere Technologies 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 (i) is reasonably likely to have, individually or in the aggregate, a Source Material Adverse Effect or a NDC Material Adverse Effect, as applicable, on it or (ii) would 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 (ia) is reasonably likely to have, individually or in the aggregate, a Source Material Adverse Effect or a NDC Material Adverse Effect, as applicable, on it or (iib) would 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: Agreement and Plan of Merger (Community Capital Bancshares Inc)

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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 (i) is reasonably likely to have, individually or in the aggregate, a Source an Icon Material Adverse Effect or a NDC an Acsys Material Adverse Effect, as applicable, or (ii) 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: Agreement and Plan of Merger (Acsys Inc)

Adverse Changes in Condition. Each Party agrees to give written notice ---------------------------- 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 (i) is reasonably likely to have, individually or in the aggregate, a Source an RFCG Material Adverse Effect or a NDC an ICCE Material Adverse Effect, as applicable, or (ii) 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: Agreement and Plan of Merger (Acsys 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 (i) is reasonably likely to have, individually or in the aggregate, a Source VTN Material Adverse Effect or a NDC Premiere Material Adverse Effect, as applicable, or (ii) 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: Agreement and Plan of Merger (Premiere Technologies 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 (i) is reasonably likely to have, individually or in the aggregate, an EHL Material Adverse Effect, a Source Firstate Material Adverse Effect or a NDC Republic Material Adverse Effect, as applicable, or (ii) 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: Stock Purchase Agreement (Rbi Capital Trust I)

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 (i) is reasonably likely to have, individually or in the aggregate, a Source VoiceCom Material Adverse Effect or a NDC Premiere Material Adverse Effect, as applicable, or (ii) would cause or constitute a material breach or a failure to satisfy or comply with of any of its representations, warranties, covenants or covenants condition contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Stock Purchase Agreement (Premiere Technologies 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: (i) is reasonably likely to have, individually or in the aggregate, a Source Seller Material Adverse Effect or a NDC Buyer Material Adverse Effect, as applicable, ; or (ii) would is reasonably likely to 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: Agreement and Plan of Share Exchange (Habersham 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 (ia) is reasonably likely to have, individually or in the aggregate, a Source Material Adverse Effect or a NDC Material Adverse Effect, as applicable, on it or (iib) would 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: Agreement and Plan of Merger (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 (i) is reasonably likely to have, individually or in the aggregate, a Source Quincy's Material Adverse Effect or a NDC BAC Material Adverse Effect, as applicable, or (ii) 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: Stock Purchase Agreement (Advantica Restaurant Group 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 (i) is reasonably likely to have, individually or in the aggregate, a Source Company Material Adverse Effect or a NDC an Acquiror Material Adverse Effect, as applicable, or (ii) 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: Agreement and Plan of Merger (Mohawk Industries Inc)

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