Advice of Change. The Sellers and/or the Seller Subsidiary will promptly advise the Buyer in writing of any material adverse change in the business, financial condition, operations, Assets or prospects of the Sellers and/or the Seller Subsidiary or the Business of which the Sellers and/or the Seller Subsidiary has or obtains knowledge.
Advice of Change. The Sellers will promptly advise the Buyer in writing of any Material Adverse Change.
Advice of Change. (a) The Company shall promptly advise Purchaser in writing, upon obtaining knowledge of: (i) any event which occurred or state of facts which existed on or prior to the date of execution of this Agreement that is not disclosed herein and any event which occurs after the date of this Agreement, in each case that, under this Agreement or any Schedule or Document delivered pursuant hereto, would have been required to have been disclosed by the Semlers, any Shareholder or the Company on the date of execution of this Agreement and (ii) any change in the business, operations, properties, assets or financial condition of the Company, if such change has had or would reasonably be expected to have, a Material Adverse Effect with respect to the Company.
(b) Parent and Purchaser shall promptly advise the Company in writing, upon obtaining knowledge of: (i) any event which occurred or state of facts which existed on or prior to the date of execution of this Agreement, in each case that, under this Agreement or any Document executed and delivered by Parent or Purchaser pursuant hereto, would have been required to have been disclosed by them on the date of execution of this Agreement and (ii) any event that occurs or state of facts that exists that would adversely impact the ability of Purchaser to deliver, on behalf of the Surviving Corporation, the Initial Percentage of the Merger Consideration as provided in Section 2.3(a) or make the deposit called for under Section 2.3(e) or for Parent to make the payments under the promissory notes issued hereunder. The covenant in Section 7.1(b)(ii) shall survive the Closing until such time as all amounts due under the promissory notes issued hereunder are fully paid and retired.
(c) The Company shall promptly notify Purchaser and Purchaser shall promptly notify the Company of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement and (iii) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge threatened against, relating to or involving or otherwise affecting the Semlers, the Shareholders, the Company, Parent, Purchaser or their respective Affiliates, as the case may be, that, if pending on the date of this Agreement, would have b...
Advice of Change. Target shall promptly advise Parent in writing of any development or change in circumstance (including any litigation to which it may become a party or of which it may gain Knowledge) that does or could reasonably be expected to (i) call into question the validity of this Agreement or any action taken or to be taken pursuant hereto, (ii) adversely affect the ability of the parties to consummate the transactions contemplated hereby, or (iii) have any material adverse effect on the business, financial condition, or assets of Target.
Advice of Change. The Company will promptly advise LeukoSite in writing of any event or occurrence which results in or is reasonably likely to result in a Material Adverse Effect.
Advice of Change. The Company will promptly advise Parent in writing of any event or occurrence which results in or is reasonably likely to result in a Material Adverse Effect on the Company.
Advice of Change. The Seller will promptly advise the Buyer in writing of: (i) any notice or other communications from any Person that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communications from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of Seller's knowledge, threatened against, relating to or otherwise involving any Selling Entity, the Acquired Assets or the Business that, if pending on the date of this Agreement, would have been required to have been disclosed in a schedule hereto or that relate to the consummation by the Seller of the transactions contemplated by this Agreement; (iv) any fact or circumstance of which the Seller has knowledge which would make any representation or warranty set forth herein untrue or inaccurate in any material respect as of the Closing Date; and (v) any planned or threatened labor dispute, organization efforts, strike or work stoppage affecting the Seller's employees at the Stores.
Advice of Change. 23 Section 8.8 No Shopping................................................. 24 Section 8.9
Advice of Change. The Company will promptly advise Buyer in writing of any material adverse change in the business, assets, condition (financial or otherwise), or operations of the Company.
Advice of Change. The Seller shall advise the Buyer in writing, promptly after becoming aware thereof, of any material change in the condition, operations or assets of the MMIC Business.
