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 that (i) is reasonably likely to have, individually or in the aggregate, a Neighbors Material Adverse Effect or 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 remedy the same.

Appears in 2 contracts

Sources: Merger Agreement (Security Bank Corp), Merger Agreement (Neighbors 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 that which (i) is reasonably likely to have, individually or in the aggregate, a Neighbors PSHC Material Adverse Effect or an SBKC a 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

Sources: Merger Agreement (Port St Lucie National Bank Holding Corp), Merger Agreement (Seacoast Banking Corp of Florida)

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 that which (i) is reasonably likely to have, individually or in the aggregate, a Neighbors Frontstep Material Adverse Effect or an SBKC a MAPICS 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

Sources: Merger Agreement (Mapics Inc), Merger Agreement (Frontstep Inc)

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 that which (i) is reasonably likely to have, individually or in the aggregate, a Neighbors an ACCESS Material Adverse Effect or an SBKC a 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

Sources: Merger Agreement (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 that which (i) is reasonably likely to have, individually or in the aggregate, a Neighbors Quincy's Material Adverse Effect or an SBKC a 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

Sources: 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 that which (i) is reasonably likely to have, individually or in the aggregate, a Neighbors FAHC Material Adverse Effect or an SBKC HCBF 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

Sources: Merger Agreement (HCBF Holding Company, 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 that which: (i) is reasonably likely to have, individually or in the aggregate, a Neighbors OGS Material Adverse Effect or an SBKC HCBF 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

Sources: Merger Agreement (HCBF Holding Company, 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 that which (i) is would reasonably likely be expected to have, individually or in the aggregate, a Neighbors Target Material Adverse Effect or an SBKC a Buyer 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

Sources: Merger Agreement (Dal Tile International 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 that (i) is reasonably likely to have, individually or in the aggregate, a Neighbors Cardinal Material Adverse Effect or an SBKC YVB or Yadkin Valley 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 remedy the same.

Appears in 1 contract

Sources: Merger Agreement (Yadkin Valley Financial 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 that which (i) is reasonably likely to have, individually or in the aggregate, a Neighbors PCB Material Adverse Effect or an SBKC a FNB 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

Sources: Merger Agreement (TGR Financial, 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 that which (i) is reasonably likely to have, individually or in the aggregate, a Neighbors an RFCG Material Adverse Effect or an SBKC 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

Sources: Merger Agreement (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 that which: (i) is reasonably likely to have, individually or in the aggregate, a Neighbors Seller Material Adverse Effect or an SBKC a 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

Sources: Share Exchange Agreement (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 that (i) is reasonably likely to have, individually or in the aggregate, a Neighbors First Commerce Material Adverse Effect or 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 remedy the same.

Appears in 1 contract

Sources: Merger Agreement (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 that which (i) is reasonably likely to have, individually or in the aggregate, a Neighbors CSB Material Adverse Effect or an SBKC a SUMMIT 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

Sources: Merger Agreement (Summit 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 that which (i) is reasonably likely to have, individually or in the aggregate, a Neighbors Material Adverse Effect or an SBKC Material Adverse Effect, as applicable, on it or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained hereinherein or which would prevent the satisfaction of 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

Sources: Merger Agreement (Merchants Bancshares Inc /Tx/)

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 that which (i) is reasonably likely to have, individually or in the aggregate, a Neighbors GHC Material Adverse Effect or an SBKC a CCBG 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

Sources: Merger Agreement (Capital City Bank 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 that which (i) is reasonably likely to have, individually or in the aggregate, an EHL Material Adverse Effect, a Neighbors Firstate Material Adverse Effect or an SBKC a 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

Sources: 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 that which (i) is reasonably likely to have, individually or in the aggregate, a Neighbors an ATS Material Adverse Effect or an SBKC a 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

Sources: Merger Agreement (Premiere Technologies Inc)