Common use of Advice of Changes Clause in Contracts

Advice of Changes. Until the Closing or the Release Time, Rako and the Stockholders will immediately advise the Purchaser in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which any of them obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or an Exhibit hereto, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this Agreement not to be fully satisfied.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Osprey Investments Ii Inc), Stock Purchase Agreement (Rako Capital Corp)

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Advice of Changes. Until the Closing or the Release Time, Rako Seller and the Stockholders Shareholder will immediately advise the Purchaser Buyer in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which any of them obtains knowledge Knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or an Exhibit or Schedule hereto, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this Agreement not to be fully satisfied.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Lenco Mobile Inc.)

Advice of Changes. Until the Closing or the Release Time, Rako the Company and the Stockholders Stockholder will immediately advise the Purchaser Buyer in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which any of them obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or an Exhibit a schedule hereto, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this Agreement not to be fully satisfied.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Protection One Inc), Stock Purchase Agreement (Protection One Inc)

Advice of Changes. Until the Closing or the Release Time, Rako and the Stockholders Purchaser will immediately advise the Purchaser Stockholders in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which any of them Purchaser obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or an Exhibit hereto, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this Agreement impractical or impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this Agreement not to be fully satisfied.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Rako Capital Corp), Stock Purchase Agreement (Osprey Investments Ii Inc)

Advice of Changes. Until the Closing or the Release Time, Rako each Seller and the Stockholders Classic will immediately advise the Purchaser in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which any of them it obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or a Schedule or an Exhibit hereto, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this Agreement not to be fully satisfied.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Acl Semiconductor Inc), Stock Purchase Agreement (Acl Semiconductor Inc)

Advice of Changes. Until the Closing or the Release Timeearlier rightful termination of the Agreement, Rako and the Stockholders Coyote will immediately advise the Purchaser in a provide Sellers and INET detailed written notice of any fact or occurrence or any pending or threatened occurrence of which any of them it obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this the Agreement or an Exhibit hereto, any Schedule hereto and which (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, occurrence or which (if existing and known know at the time of the Closing) would cause a condition to any party's obligations obligation under this Agreement not to be fully satisfied.

Appears in 1 contract

Samples: Stock Acquisition by Merger Agreement (Coyote Network Systems Inc)

Advice of Changes. Until the Closing or the Release Time, Rako and the Stockholders Seller will immediately advise the Purchaser in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which any of them it obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or a Schedule or an Exhibit hereto, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this Agreement not to be fully satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cable & Co Worldwide Inc)

Advice of Changes. Until the Closing or the Release Time, Rako and the Stockholders Seller will immediately advise the Purchaser in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which any of them it obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or a Schedule or an Exhibit hereto, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this Agreement or any other Transaction Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this any Transaction Agreement not to be fully satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Claimsnet Com Inc)

Advice of Changes. Until the Closing or Release Date, the Release Time, Rako and the Stockholders Purchaser will immediately advise the Purchaser Sellers in a detailed written notice of any material fact or occurrence or any pending or threatened material occurrence of which any of them it obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or an Exhibit in a schedule or exhibit hereto, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this Agreement not to be fully satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Acl Semiconductor Inc)

Advice of Changes. Until the Closing or the Release Time, Rako and the Stockholders Sellers will immediately advise the Purchaser in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which any of them obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or an Exhibit a Schedule hereto, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this Agreement not to be fully satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (New World Coffee Inc)

Advice of Changes. Until the Closing or the Release Time, Rako the Company and the Stockholders will immediately Katz xxxl promptly advise the Purchaser in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which any of them obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or an Exhibit hereto, which any of the Transaction Documents that (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this Agreement not to be fully satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Escalon Medical Corp)

Advice of Changes. Until the Closing or the Release Time, Rako the Company and the Stockholders Shareholders will immediately promptly advise the Purchaser in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which any of them obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or an Exhibit hereto, which any of the Transaction Documents that (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's ’s obligations under this Agreement not to be fully satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Escalon Medical Corp)

Advice of Changes. Until the Closing or the Release Time, Rako and the Stockholders Seller will immediately advise the Purchaser in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which any of them obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or an Exhibit a Schedule hereto, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this Agreement not to be fully satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Olympic Cascade Financial Corp)

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Advice of Changes. Until the Closing or the Release Time, Rako and the Stockholders Purchaser will immediately advise the Purchaser Seller in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which any of them it obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or a Schedule or an Exhibit hereto, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this any Transaction Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this any Transaction Agreement not to be fully satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Imatec LTD)

Advice of Changes. Until the Closing or the Release Time, Rako and the Stockholders Seller will immediately advise the Purchaser and Acquisition in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which any of them it obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or a Schedule or an Exhibit hereto, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this Agreement or any other Transaction Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this any Transaction Agreement not to be fully satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Imatec LTD)

Advice of Changes. Until the Closing or the Release Time, Rako Purchaser and the Stockholders HEcom will immediately advise the Purchaser Seller in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which any of them it obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or a Schedule or an Exhibit hereto, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this any Transaction Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this any Transaction Agreement not to be fully satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Claimsnet Com Inc)

Advice of Changes. Until the Closing or Effective Date, the Release Time, Rako and the Stockholders Sellers will immediately promptly advise the Purchaser Buyer in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which any of them obtains knowledge Knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement Agreement, the ICS Disclosure Schedule or an Exhibit exhibit hereto, which (if existing and known at any time prior to or at the ClosingEffective Date) would make the performance by any party of a covenant contained in this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the ClosingEffective Date) would cause a condition to any party's obligations under this Agreement not to be fully satisfied.. 6.04

Appears in 1 contract

Samples: Stock Purchase Agreement (Orbit International Corp)

Advice of Changes. Until the Closing or the Release Timeearlier rightful termination of this Agreement, Rako INET and the Stockholders Sellers will immediately advise the Purchaser in a provide Coyote detailed written notice of any fact or occurrence or any pending or threatened occurrence of which any of them obtains knowledge and in which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or an Exhibit hereto, any Schedule hereto and which (if existing and known at any time prior to or at the Closing) would make the performance by any party Party of a covenant contained in this the Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, occurrence or which (if existing and known at the time of the Closing) would cause a condition to any partyParty's obligations under this Agreement not to be fully satisfied.

Appears in 1 contract

Samples: Stock Acquisition by Merger Agreement (Coyote Network Systems Inc)

Advice of Changes. Until the Closing or the Release Time, Rako and the Stockholders Purchaser will immediately advise the Purchaser Seller in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which any of them it obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or a Schedule or an Exhibit hereto, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this Agreement not to be fully satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cable & Co Worldwide Inc)

Advice of Changes. Until the Closing or the Release Time, Rako Time Subsidiary and the Stockholders Vendor will immediately advise the Purchaser in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which any of them obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or an Exhibit hereto, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's ’s obligations under this Agreement not to be fully satisfied.

Appears in 1 contract

Samples: Share Exchange Agreement (L Air Holding Inc)

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