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 Parties upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it which (i) could have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a breach of any of its representations, warranties, or covenants contained herein or which would prevent the satisfaction of any condition precedent set forth in Article 9 of this Agreement, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 2 contracts

Samples: Agreement and Plan of Share (Kentucky Bancshares Inc /Ky/), Agreement and Plan of Share Exchange (Community Bank Shares of Indiana Inc)

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Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Parties upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it the Party or the Party's Affiliates which (i) could is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it such Party or the Surviving Corporation, or (ii) would cause or constitute a material breach of any of its the Party's representations, warranties, or covenants contained herein or which would prevent the satisfaction of any condition precedent set forth in Article 9 of this Agreementherein, and each Party agrees to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netbank Inc)

Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Parties 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) could is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect on it or a Purchaser Material Adverse Effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein or which would prevent the satisfaction of any condition precedent set forth in Article 9 of this Agreementherein, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Stock Purchase Agreement (Per Se Technologies Inc)

Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Parties 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) could is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein or which would prevent the satisfaction of any condition the conditions precedent set forth in Article 9 of this Agreement, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Merchants Bancshares Inc /Tx/)

Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Parties Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it which or any of its Subsidiaries which: (i) could 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 (ii) would cause or constitute a material breach of any of its representations, warranties, warranties or covenants contained herein or which would prevent the satisfaction of any condition precedent set forth in Article 9 of this Agreementherein, 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 (First Security Group Inc/Tn)

Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Parties Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it which or any of its Subsidiaries that (i) could is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, warranties or covenants contained herein or which would prevent the satisfaction of any condition precedent set forth in Article 9 of this Agreementherein, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Security Bancshares Inc)

Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Parties 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) could is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein or which would prevent the satisfaction of any condition precedent set forth in Article 9 of this Agreementherein, and to use its commercially reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First National Bankshares of Florida Inc)

Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Parties 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) could would have, individually or in the aggregate, a Company Material Adverse Effect on it or a Parent Material Adverse Effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein or which would prevent the satisfaction of any condition precedent set forth in Article 9 of this Agreementherein, and to use its commercially reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Stockholder Voting Agreement (West Corp)

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Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Parties 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) could is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect 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 or which would prevent the satisfaction of any condition precedent set forth in Article 9 of this Agreementherein, 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 Parties 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) could is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it such Party or (ii) would cause or constitute a material breach of any of its representations, warranties, warranties or covenants contained herein or which would prevent the satisfaction of any condition precedent set forth in Article 9 of this Agreementherein, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (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 Parties 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) could is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, warranties or covenants contained herein or which would prevent the satisfaction of any condition precedent set forth in Article 9 of this Agreement, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National Commerce Bancorporation)

Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Parties 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) could is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or any of its Subsidiaries or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein or which would prevent the satisfaction of any condition precedent set forth in Article 9 of this Agreementherein, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Superior Financial Corp /Ar/)

Adverse Changes in Condition. Each Except to the extent prohibited by Law, each Party agrees to give written notice promptly to the other Parties 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) could is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, warranties or covenants contained herein or which would prevent the satisfaction of any condition precedent set forth in Article 9 of this Agreementherein, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Financial Corp / Tn)

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