Advice of Change. The Seller shall promptly advise the Buyer in writing of any adverse change in the business, condition, operations, prospects or assets of the Division, which could reasonably be expected to have a Materially Adverse Effect.
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 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. 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 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. 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. (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.
Advice of Change. Seller will promptly upon discovery thereof advise Purchaser of any material adverse change in the financial condition, operating results or business prospects of the Corporation, and any other material adverse matter respecting the business and operations of the Corporation, or any legal action (or any threat of the same) relating to the Corporation and/or to the transactions contemplated hereby. Seller shall cause the Corporation to notify Purchaser of any unexpected emergency and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), adjudicatory proceedings, budget meetings or submissions involving any material property of the Corporation, and to keep Purchaser fully informed of such events and Purchaser's representatives prompt access to all materials prepared in connection therewith. All such notifications shall be deemed to be supplements to the representations, warranties and schedules contained in or attached to this Agreement.
Advice of Change. The Seller will promptly advise the Buyer in writing of any adverse change in the condition of any of the Acquired Assets or the NAC Business which could have a material adverse affect on the NAC Business or the Acquired Assets.
