Common use of Advice of Changes; Government Filings Clause in Contracts

Advice of Changes; Government Filings. (a) Each Party shall confer on a regular and frequent basis with the other, report, subject to Section 5.7, on operational matters, and promptly advise the other orally and in writing of any change or event having, or which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party or the Surviving Entity or that would cause or constitute a material breach of any of the representations, warranties or covenants of such Party contained herein; provided, however, that any noncompliance with the foregoing shall not constitute the failure to be satisfied of any condition set forth in Article VII or give rise to any right of termination under Article VIII unless the underlying breach shall independently constitute such a failure or give rise to such a right.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Summit Financial Group, Inc.), Agreement and Plan of Merger (Summit Financial Group, Inc.), Agreement and Plan of Merger (Summit Financial Group Inc)

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Advice of Changes; Government Filings. (a) Each Party shall confer on a regular and frequent basis with the other, report, subject to Section 5.75.8, on operational matters, and promptly advise the other orally and in writing of any change or event having, or which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party or the Surviving Entity or that which would cause or constitute a material breach of any of the representations, warranties or covenants of such Party contained herein; provided, however, that any noncompliance with the foregoing shall not constitute the failure to be satisfied of any condition set forth in Article VII or give rise to any right of termination under Article VIII unless the underlying breach shall independently constitute such a failure or give rise to such a right.

Appears in 1 contract

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

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Advice of Changes; Government Filings. (a) Each Party shall confer on a regular and frequent basis with the other, report, subject to Section 5.75.6, on operational matters, and promptly advise the other orally and in writing of any change or event having, or which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party or the Surviving Entity Corporation or that which would cause or constitute a material breach of any of the representations, warranties or covenants of such Party contained herein; provided, however, that any noncompliance with the foregoing shall not constitute the failure to be satisfied of any condition set forth in Article VII or give rise to any right of termination under Article VIII unless the underlying breach shall independently constitute such a failure or give rise to such a right.

Appears in 1 contract

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

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