Certain Defaults; Litigation. The Sellers and SI will give prompt ---------------------------- notice to BC of:
(a) any notice of default or other notice received by the Sellers or SI subsequent to the date of this Agreement and prior to the Closing under any instrument or agreement to which SI is a party or by which its assets are bound or otherwise, which default could, if not remedied, result in a Material Adverse Effect or which would render incorrect any representation made herein, and
(b) any suit, action, proceeding or investigation instituted or threatened against or affecting SI subsequent to the date of this Agreement and prior to the Closing which could result in a Material Adverse Effect or which would render incorrect any representation made herein.
Certain Defaults; Litigation. BC will give prompt notice to the ---------------------------- Sellers of:
(a) any notice of default or other notice received by BC subsequent to the date of this Agreement and prior to the Closing under any instrument or agreement to which BC is a party or by which its assets are bound or otherwise, which default could, if not remedied, result in a material adverse effect on the assets, liabilities, business, financial condition or results of operations of BC (a "BC Material Adverse Effect") or which would render -------------------------- incorrect any representation made herein, and
(b) any suit, action, proceeding or investigation instituted or threatened against or affecting BC subsequent to the date of this Agreement and prior to the Closing which could result in a BC Material Adverse Effect or which would render incorrect any representation made herein.
Certain Defaults; Litigation. AMP and the Individual Parties will give prompt notice to Endocare of:
(a) any notice of default received by AMP subsequent to the date of this Agreement and prior to the Closing under any instrument or agreement to which AMP is a party or by which it is bound, which default could, if not remedied, result in any material adverse change in the financial condition, business or prospects of AMP or which would render incorrect any representation made herein, and
(b) any suit, action, proceeding or investigation instituted or threatened against or affecting AMP subsequent to the date of this Agreement and prior to the Closing which, if adversely determined, could result in any material adverse change in the financial condition, business or prospects of AMP or which would render incorrect any representation made herein.
Certain Defaults; Litigation. Changed Circumstances. SiTech will give prompt notice to Mentor of:
(a) any notice of default received by SiTech subsequent to the date of this Agreement and through the Closing Date under any instrument or agreement to which SiTech is a party or by which SciTech or the Assets are bound, which default could, if not -remedied, have a Material Adverse Effect (as defined in Section 5.6 below) or which would render incorrect any representation or warranty made herein; - -
(b) any suit, action, proceeding or investigation instituted or threatened against or affecting SiTech subsequent to the date of this Agreement and prior to the Closing which, if adversely determined, could have a Material Adverse Effect (as defined in Section 5.6 below) or which would render incorrect any representation or warranty made herein; and
(c) any change in circumstances or action resulting in a breach of any representation and warranty set forth in Section 3 above, including without any limitation any actions in breach of Section 3.5 above.
Certain Defaults; Litigation. North Sky and the Stockholders will give prompt notice to the other parties of:
(a) any notice of default received by such party subsequent to the date of this Agreement and prior to the Closing under any instrument or agreement to which such party or its assets is a party or by which it is bound, which default could, if not remedied, result in a Material Adverse Effect or which would render incorrect or misleading any representation made herein, and
(b) any suit, action, proceeding or investigation instituted or threatened against or affecting such party subsequent to the date of this Agreement and prior to the Closing which, if adversely determined, could result in a Material Adverse Effect or which would render incorrect or misleading any representation made herein.
Certain Defaults; Litigation. VantageNet and the Stockholders will give prompt notice to the other parties of:
(a) any notice of default received by such party subsequent to the date of this Agreement and prior to the Closing under any instrument or agreement to which such party or its assets is a party or by which it is bound, which default could, if not remedied, result in a Material Adverse Effect or which would render incorrect or misleading any representation made herein, and
(b) any suit, action, proceeding or investigation instituted or threatened against or affecting such party subsequent to the date of this Agreement and prior to the Closing which, if adversely determined, could result in a Material Adverse Effect or which would render incorrect or misleading any representation made herein.
Certain Defaults; Litigation. The Selling Stockholders will give prompt notice to Purchaser of:
(a) any default by the Company, or any other party, subsequent to the date of this Agreement and prior to the Closing under any instrument or agreement to which the Company is a party or by which it is bound, which default could, if not remedied, result in any adverse change in the financial condition, business or prospects of the Company or the Monitoring Business or which would render incorrect any representation or warranty made herein, and
(b) any suit, action, proceeding or investigation instituted or threatened against or affecting the Company or the Monitoring Business subsequent to the date of this Agreement and prior to the Closing.
Certain Defaults; Litigation. Caravelle will give prompt notice to Avesta and Avesta Technologies Canada of:
(a) any notice of default received by Caravelle subsequent to the date of this Agreement and prior to the Closing under any instrument or agreement to which Caravelle or its assets is a party or by which it is bound, which default could, if not remedied, result in a Material Adverse Effect or which would render incorrect or misleading any representation made herein; or
(b) any suit, action, proceeding or investigation instituted or threatened against or affecting Caravelle subsequent to the date of this Agreement and prior to the Closing which, if adversely determined, could result in a Material Adverse Effect or which would render incorrect or misleading any representation made herein.
Certain Defaults; Litigation. The Seller will give prompt notice to Purchaser of:
(a) any default by the Seller or the Company, or any other party, subsequent to the date of this Agreement and prior to the Closing under any instrument or agreement to which the Company is a party or by which it is bound, which default could, if not remedied, result in any adverse change in the financial condition, business or prospects of the Company or which would render incorrect any representation or warranty made herein, and
(b) any suit, action, proceeding or investigation instituted or threatened against or affecting the Seller or Company subsequent to the date of this Agreement and prior to the Closing.
Certain Defaults; Litigation. MMA and the Shareholders will give ---------------------------- prompt notice to ITS of:
(a) any notice of default received by the Shareholders or MMA subsequent to the date of this Agreement and prior to the Closing under any instrument or agreement to which MMA or its assets is a party or by which it is bound, which default could, if not remedied, could reasonably be expected to result in a Material Adverse Effect or which would render incorrect any representation made herein, and
(b) any suit, action, proceeding or investigation instituted or threatened against or affecting MMA subsequent to the date of this Agreement and prior to the Closing which, if adversely determined, could result in a Material Adverse Effect or which would render incorrect any representation made herein.
