Common use of Advice of Changes Clause in Contracts

Advice of Changes. Parent and the Company (in such capacity, the “Notifying Party”) shall each promptly advise the other party of any change or event (i) that has had or is reasonably likely to have a Material Adverse Effect on the Notifying Party or (ii) which the Notifying Party believes would or would be reasonably likely to cause or constitute a material breach of any of the Notifying Party’s representations, warranties or covenants contained herein that reasonably could be expected to give rise, either individually or in the aggregate, to the failure of a condition set forth in, if Parent is the Notifying Party, Section 7.1 or 7.3, or if the Company is the Notifying Party, Section 7.1 or 7.2; provided that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 7.2 or 7.3 to be satisfied.

Advice of Changes. Parent and the Company (in such capacity, the “Notifying Party”) shall each promptly advise the other party of any change or event (i) that has had or is reasonably likely to have a Material Adverse Effect on the Notifying Party or (ii) which the Notifying Party believes would or would be reasonably likely to cause or constitute a material breach of any of the Notifying Party’s representations, warranties or covenants contained herein that reasonably could be expected to give rise, either individually or in the aggregate, to the failure of a condition set forth in, if Parent is the Notifying Party, Section 7.1 or 7.3, or if the Company is the Notifying Party, Section 7.1 or 7.2; provided that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 6.10 or the failure of any condition set forth in Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 7.2 or 7.3 to be satisfied.

Advice of Changes. Parent and the Company (in such capacity, the “Notifying Party”) shall each promptly advise the other party of any change or event (i) that has had or is reasonably likely to have a Material Adverse Effect on the Notifying Party or (ii) which the Notifying Party believes would or would be reasonably likely to cause or constitute a material breach of any of the Notifying Party’s representations, warranties or covenants contained herein that reasonably could be expected to give rise, either individually or in the aggregate, to the failure of a condition in set forth in, if Parent is the Notifying Party, Section Sections 7.1 or 7.3, or if the Company is the Notifying Party, Section Sections 7.1 or 7.2; provided provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 7.2 or 7.3 to be satisfied.

Advice of Changes. Parent Each of Chemical and the Company TCF (in such capacity, the “Notifying Party”) shall each promptly advise the other party Party of any change or event (i) that has had or is reasonably likely to have a Material Adverse Effect on the Notifying Party or (ii) which the Notifying Party believes would or would be reasonably likely to cause or constitute a material breach of any of the Notifying Party’s representations, warranties or covenants contained herein that reasonably could be expected to give rise, either individually or in the aggregate, to the failure of a condition set forth in, if Parent Chemical is the Notifying Party, Section 7.1 or 7.3, or if the Company TCF is the Notifying Party, Section 7.1 or 7.2; provided that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party Party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 7.2 or 7.3 to be satisfied.

Advice of Changes. Parent and the Company (in such capacity, the “Notifying Party”) shall each promptly advise the other party of any change change, circumstance, condition, occurrence, development, or event (i) that has had or is reasonably likely to have a Material Adverse Effect on the Notifying Party or (ii) which the Notifying Party believes would or would be reasonably likely to cause or constitute a material breach of any of the Notifying Party’s representations, warranties or covenants contained herein that reasonably could be expected to give rise, either individually or in the aggregate, to the failure of a condition set forth in, if Parent is the Notifying Party, Section 7.1 or Section 7.3, or if the Company is the Notifying Party, Section 7.1 or Section 7.2; provided that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 6.10 or the failure of any condition set forth in Section 7.2 or Section 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 7.2 or Section 7.3 to be satisfied.

Advice of Changes. Parent and the Company (in such capacity, the “Notifying Party”) Each party shall each promptly advise the other party parties of any change or event (i) that has had having or is reasonably likely to have a Material Adverse Effect on Seller or Material Adverse Effect on Buyer, as the Notifying Party case may be, or (ii) which the Notifying Party that it believes would or would be reasonably likely to cause or constitute a material breach of any of the Notifying Partysuch party’s representations, warranties or covenants contained herein in this Agreement; provided, however, that reasonably could be expected to give riseno such notification shall affect the representations, either individually warranties, covenants or in agreements of the aggregate, parties (or remedies with respect thereto) or the conditions to the failure obligations of the parties under this Agreement; provided, further, that a condition set forth in, if Parent is the Notifying Party, Section 7.1 or 7.3, or if the Company is the Notifying Party, Section 7.1 or 7.2; provided that any failure to give notice in accordance comply with the foregoing with respect to any breach this Section 6.7 shall not be deemed to constitute a violation of this Section 6.9 or (i) the failure of any condition set forth in Section 7.2 or 7.3 Article VII to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case satisfied unless the underlying Material Adverse Effect on Seller or Material Adverse Effect on Buyer, as applicable, or material breach would independently result in a the failure of the conditions a condition set forth in Section 7.2 or 7.3 Article VII to be satisfiedsatisfied or (ii) a breach of covenant or agreement pursuant to Section 8.2(a)(y) or Section 8.2(b)(y).

Advice of Changes. Parent and the Company (in such capacity, the “Notifying Party”) shall each promptly advise the other party of any change or event (i) that has had or is reasonably likely to have a Material Adverse Effect on the Notifying Party or (ii) which the Notifying Party believes would or would be reasonably likely to cause or constitute a material breach of any of the Notifying Party’s representations, warranties or covenants contained herein that reasonably could be expected to give rise, either individually or in the aggregate, to the failure of a condition set forth in, if Parent is the Notifying Party, Section Sections 7.1 or 7.3, or if the Company is the Notifying Party, Section Sections 7.1 or 7.2; provided provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 6.8 or the failure of any condition set forth in Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 7.2 or 7.3 to be satisfied.

Advice of Changes. Parent Purchaser and the Company (in such capacity, the “Notifying Party”) shall each promptly advise the other party of any change fact, change, event or event circumstance known to it (i) that has had or is reasonably likely to have a Material Adverse Effect on the Notifying Party Company, in the case of the Company, or a Purchaser Material Adverse Effect, in the case of Purchaser, or (ii) which the Notifying Party it believes would or would be reasonably likely to cause or constitute a material breach of any of the Notifying Party’s its representations, warranties or covenants contained herein that reasonably could be expected to give rise, either individually or in the aggregate, to the failure of a condition set forth in, if Parent Purchaser is the Notifying Party, Section Sections 7.1 or 7.3, or if the Company is the Notifying Party, Section Sections 7.1 or 7.2; provided provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 6.15 or the failure of any condition set forth in Section Sections 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section Sections 7.2 or 7.3 to be satisfied.

Advice of Changes. Parent shall promptly advise the Company, and each of the Stockholder and the Company (each party, in such capacity, the “Notifying Party”) shall each promptly advise the other party Parent, of any change or event (ia) that has had or is reasonably likely to have a Material Adverse Effect on on, (i) if Parent or the Company is the Notifying Party, the Notifying Party and, (ii) if the Stockholder is the Notifying Party, the Company, or (iib) which the Notifying Party believes would or would be reasonably likely to cause or constitute a material breach of any of the Notifying Party’s representations, warranties or covenants contained herein that reasonably could be expected to give rise, either individually or in the aggregate, to the failure of a condition in set forth in, if Parent is the Notifying Party, Section 7.1 Sections 8.1 or 7.38.3, or if the Stockholder or the Company is the Notifying Party, Section 7.1 Sections 8.1 or 7.28.2; provided provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 7.8 or the failure of any condition set forth in Section 7.2 8.2 or 7.3 8.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 7.2 8.2 or 7.3 8.3 to be satisfied.

Advice of Changes. Each of the Parent Entities, on the one hand, and the Company Company, on the other hand (in such capacity, the “Notifying Party”) ), shall each promptly advise the other party of any change or event (i) that has had or is reasonably likely to have a Material Adverse Effect on the Notifying Party or (ii) which the Notifying Party believes would or would be reasonably likely to cause or constitute a material breach of any of the Notifying Party’s representations, warranties or covenants contained herein that reasonably could be expected to give rise, either individually or in the aggregate, to the failure of a condition set forth in, if a Parent Entity is the Notifying Party, Section 7.1 or 7.3, or if the Company is the Notifying Party, Section 7.1 or 7.2; provided provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 6.8 or the failure of any condition set forth in Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case case, unless the underlying breach would independently result in a failure of the conditions set forth in Section 7.2 or 7.3 to be satisfied.

Advice of Changes. Parent Hxxxxxx Xxxxxxx and the Company (in such capacity, the “Notifying Party”) MidSouth shall each promptly advise the other party of any change fact, change, event or event circumstance known to it (i) that has had or is reasonably likely to have have, in the case of MidSouth, a Material Adverse Effect on MidSouth, or, in the Notifying Party case of Hxxxxxx Xxxxxxx, a Hxxxxxx Xxxxxxx Material Adverse Effect or (ii) which the Notifying Party it believes would or would be reasonably likely to cause or constitute a material breach of any of the Notifying Party’s its representations, warranties or covenants contained herein or that reasonably could be expected to give rise, either individually or in the aggregate, to the failure of a condition set forth in, if Parent is the Notifying Party, Section 7.1 or 7.3, or if the Company is the Notifying Party, Section 7.1 or 7.2in Article VII; provided that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 7.2 or 7.3 to be satisfied.

Advice of Changes. Parent Xxxxxxx Xxxxxxx and the Company (in such capacity, the “Notifying Party”) MidSouth shall each promptly advise the other party of any change fact, change, event or event circumstance known to it (i) that has had or is reasonably likely to have have, in the case of MidSouth, a Material Adverse Effect on MidSouth, or, in the Notifying Party case of Xxxxxxx Xxxxxxx, a Xxxxxxx Xxxxxxx Material Adverse Effect or (ii) which the Notifying Party it believes would or would be reasonably likely to cause or constitute a material breach of any of the Notifying Party’s its representations, warranties or covenants contained herein or that reasonably could be expected to give rise, either individually or in the aggregate, to the failure of a condition set forth in, if Parent is the Notifying Party, Section 7.1 or 7.3, or if the Company is the Notifying Party, Section 7.1 or 7.2in Article VII; provided that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 7.2 or 7.3 to be satisfied.

Advice of Changes. Parent Parent, on the one hand, and the Company Company, on the other hand (in such capacity, the “Notifying Party”) ), shall each promptly advise the other party of any change or event (i) that has had or is would reasonably likely be expected to have have, either individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, on the Notifying Party or (ii) which the Notifying Party believes would or would be reasonably likely to cause or constitute a material breach of any of the Notifying Party’s representations, warranties or covenants contained herein that reasonably could be expected to give rise, either individually or in the aggregate, to the failure of a condition set forth in, if Parent is the Notifying Partyin Section 7.1, Section 7.1 or 7.3, or 7.2 (if the Company is the Notifying Party) or Section 7.3 (if Parent is the Notifying Party); provided, Section 7.1 or 7.2; provided that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 6.8 or the failure of any condition set forth in Section 7.2 or Section 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case case, unless the underlying breach would independently result in a failure of the conditions set forth in Section 7.2 or Section 7.3 to be satisfied.

Advice of Changes. Parent and the Company (in such capacity, the “Notifying Party”) shall each promptly advise the other party of any change change, circumstance, condition, occurrence, development, or event (i) that has had or is would reasonably likely be expected to have a Material Adverse Effect on the Notifying Party or (ii) which the Notifying Party believes would or would reasonably be reasonably likely expected to cause or constitute a material breach of any of the Notifying Party’s representations, warranties or covenants contained herein that reasonably could be expected to give rise, either individually or in the aggregate, to the failure of a condition set forth in, if Parent is the Notifying Party, Section 7.1 or Section 7.3, or if the Company is the Notifying Party, Section 7.1 or Section 7.2; provided that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 6.10 or the failure of any condition set forth in Section 7.2 or Section 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 7.2 or Section 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.10 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Advice of Changes. Parent and the Company (in such capacity, the “Notifying Party”) shall each promptly advise the other party of any change effect, change, event, condition, occurrence or event development (i) that has had or is reasonably likely to have a Material Adverse Effect on the Notifying Party or (ii) which the Notifying Party believes would or would be reasonably likely to cause or constitute a material breach of any of the Notifying Party’s representations, warranties or covenants contained herein that reasonably could be expected to give rise, either individually or in the aggregate, to the failure of a condition set forth in, if Parent is the Notifying Party, Section 7.1 or Section 7.3, or if the Company is the Notifying Party, Section 7.1 or Section 7.2; provided that the delivery of any notice pursuant to this Section 6.10 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice; provided, further, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 6.10 or the failure of any condition set forth in Section 7.2 or Section 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 7.2 or Section 7.3 to be satisfied.

Advice of Changes. Parent and the Company (in such capacity, the “"Notifying Party”") shall each promptly advise the other party of any change or event (i) that has had or is reasonably likely to have a Material Adverse Effect on the Notifying Party or (ii) which the Notifying Party believes would or would be reasonably likely to cause or constitute a material breach of any of the Notifying Party’s 's representations, warranties or covenants contained herein that reasonably could be expected to give rise, either individually or in the aggregate, to the failure of a condition set forth in, if Parent is the Notifying Party, Section Sections 7.1 or 7.3, or if the Company is the Notifying Party, Section Sections 7.1 or 7.2; provided provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 7.2 or 7.3 to be satisfied.. 6.10

Advice of Changes. Parent and the Company (in such capacity, the “Notifying Party”) shall each promptly advise the other party of any change or event (i) that has had or is reasonably likely to have a Material Adverse Effect on the Notifying Party or (ii) which the Notifying Party believes would or would be reasonably likely to cause or constitute a material breach of any of the Notifying Party’s representations, warranties or covenants contained herein that reasonably could be expected to give rise, either individually or in the aggregate, to the failure of a condition set forth in, if Parent is the Notifying Party, Section Sections 7.1 or 7.3, or if the Company is the Notifying Party, Section Sections 7.1 or 7.2; provided provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 7.2 or 7.3 to be satisfied.

Advice of Changes. Parent Purchaser and the Company (in such capacity, the “"Notifying Party”") shall each promptly advise the other party of any change fact, change, event or event circumstance known to it (i) that has had or is reasonably likely to have a Material Adverse Effect on the Notifying Party Company, in the case of the Company, or a Purchaser Material Adverse Effect, in the case of Purchaser, or (ii) which the Notifying Party it believes would or would be reasonably likely to cause or constitute a material breach of any of the Notifying Party’s its representations, warranties or covenants contained herein that reasonably could be expected to give rise, either individually or in the aggregate, to the failure of a condition set forth in, if Parent Purchaser is the Notifying Party, Section Sections 7.1 or 7.3, or if the Company is the Notifying Party, Section Sections 7.1 or 7.2; provided provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 6.15 or the failure of any condition set forth in Section Sections 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section Sections 7.2 or 7.3 to be satisfied.