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 Cardinal Material Adverse Effect or an 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

Samples: Settlement and Termination Agreement (Yadkin Valley Financial 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 that (i) is reasonably likely to have, individually or in the aggregate, a Cardinal First Xxxxxxxx Material Adverse Effect or an YVB or Yadkin Valley WGNB 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

Samples: Agreement and Plan of Reorganization (WGNB Corp)

Adverse Changes in Condition. (a) 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 Cardinal JCN Material Adverse Effect or an YVB or Yadkin Valley a Highwoods 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 (J C Nichols Co)

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 Cardinal Homestead Material Adverse Effect or an YVB or Yadkin Valley 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

Samples: 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 that which (i) is reasonably likely to have, individually or in the aggregate, a Cardinal Three Rivers Material Adverse Effect or an YVB or Yadkin Valley a FLAG 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 (Flag Financial Corp)

Adverse Changes in Condition. Each Party agrees to give written notice promptly noticepromptly 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 Cardinal Xxxxx Material Adverse Effect or an YVB or Yadkin Valley a Savannah 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 Option Agreement (Bryan Bancorp of Georgia 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 Cardinal Target Material Adverse Effect or an YVB or Yadkin Valley 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, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Duck Head Apparel Co 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 Cardinal Target Material Adverse Effect or an YVB or Yadkin Valley 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.. 7.5

Appears in 1 contract

Samples: Agreement and Plan of Merger (Graham Field Health Products 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 that which (i) is reasonably likely to have, individually or in the aggregate, a Cardinal SourceOne Material Adverse Effect or an YVB or Yadkin Valley ePlus Material Adverse Effect, 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 Reorganization (Eplus 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 subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Cardinal Seller Material Adverse Effect or an YVB or Yadkin Valley 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, and to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Heritage Financial Group Inc)

Adverse Changes in Condition. Each Party agrees to give written notice promptly noticepromptly 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 Cardinal Bryan Material Adverse Effect or an YVB or Yadkin Valley a Xxxxxnah 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 Option Agreement (Savannah Bancorp 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 Cardinal FCB Material Adverse Effect or an YVB ASB or Yadkin Valley Atlantic Southern 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

Samples: Agreement and Plan of Reorganization (Atlantic Southern Financial Group, Inc.)

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