Common use of Certain Notifications Until Closing Clause in Contracts

Certain Notifications Until Closing. From the date of this Agreement until the Closing, each party shall promptly notify the other party of (i) any fact, event or circumstance of which it is aware and which would be reasonably likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of such party contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which it is aware and which, individually or in the aggregate, has had or would be reasonably likely to have a Material Adverse Effect or an Investor Material Adverse Effect, as the case may be; provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the other party.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Bank of America Corp /De/), Securities Purchase Agreement (Usg Corp), Securities Purchase Agreement (Usg Corp)

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Certain Notifications Until Closing. From the date of this Agreement until the Closing, each party shall promptly notify the other party of (i) any fact, event or circumstance of which it is aware and which would be reasonably likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of such party contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which it is aware and which, individually or in the aggregate, has had or would be reasonably likely to have a Material Adverse Effect or an Investor Material Adverse Effect, as the case may be; providedprovided however that, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the other party.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Evergy Kansas Central, Inc.), Registration Rights Agreement (Occidental Petroleum Corp /De/)

Certain Notifications Until Closing. From the date of this Agreement until the Closing, each party shall promptly notify the other party parties of (iiv) any fact, event or circumstance of which it is aware and which would be reasonably likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of such party contained in this Agreement not to be complied with or satisfied in any material respect and (iiv) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which it is aware and which, individually or in the aggregate, has had or would be reasonably likely to have constitutes a Material Adverse Effect or an Investor Material Adverse Effect, as the case may be; provided, however, that delivery of any notice pursuant to this Section 3.4 4.5 shall not limit or affect any rights of or remedies available to the other partyparties.

Appears in 1 contract

Samples: Securities Purchase Agreement (Emerald Oil, Inc.)

Certain Notifications Until Closing. From the date of this Agreement until the Closing, each party shall promptly notify the other party of (ia) any fact, event or circumstance of which it is aware and which would be reasonably likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of such party contained in this Agreement not to be complied with or satisfied in any material respect and (iib) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which it is aware and which, individually or in the aggregate, has had or would be reasonably likely to have a Material Adverse Effect or an Investor Material Adverse Effect, as the case may be; providedprovided however that, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the other party.

Appears in 1 contract

Samples: Securities Purchase Agreement (E.W. SCRIPPS Co)

Certain Notifications Until Closing. From the date of this Agreement until the Closing, each party shall promptly notify the other party parties of (ia) any fact, event or circumstance of which it is aware and which would be reasonably likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of such party contained in this Agreement not to be complied with or satisfied in any material respect and (iib) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which it is aware and which, individually or in the aggregate, has had or would be reasonably likely to have constitutes a Material Adverse Effect or an Investor Material Adverse Effect, as the case may be; provided, however, that delivery of any notice pursuant to this Section 3.4 4.5 shall not limit or affect any rights of or remedies available to the other partyparties.

Appears in 1 contract

Samples: Securities Purchase Agreement (Emerald Oil, Inc.)

Certain Notifications Until Closing. From the date of this Agreement until the Subsequent Closing, each party shall promptly notify the other party of (i) any fact, event or circumstance of which it is aware and which would be reasonably likely expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of such party contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which it is aware and which, individually or in the aggregate, has had or would be reasonably likely expected to have a Material Adverse Effect or an Investor a Purchaser Material Adverse Effect, as the case may be; provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the other party.

Appears in 1 contract

Samples: Securities Purchase Agreement (Och-Ziff Capital Management Group LLC)

Certain Notifications Until Closing. From the date of this Agreement until the Closing, each party shall promptly notify the other party of (i) any fact, event or circumstance of which it is aware and which would be reasonably likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of such party contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which it is aware and which, individually or in the aggregate, has had or would be reasonably likely to have a Holdings Material Adverse Effect, a Parent Material Adverse Effect or a Company Material Adverse Effect (in the case of Holdings) or an Investor Material Adverse Effect, as Effect (in the case may beof the Investor); provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the other party.

Appears in 1 contract

Samples: Securities Purchase Agreement (Restaurant Brands International Inc.)

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Certain Notifications Until Closing. From the date of this Agreement until the Closing, each party shall promptly notify the other party parties of (i) any fact, event or circumstance of which it is aware and which would be reasonably likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of such party contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which it is aware and which, individually or in the aggregate, has had or would be reasonably likely to have a Material Adverse Effect or an Investor Material Adverse Effect, as the case may be; provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the other partyparties.

Appears in 1 contract

Samples: Securities Purchase Agreement (PostRock Energy Corp)

Certain Notifications Until Closing. From the date of this Agreement until the Closing, each party shall will promptly notify the other party of (ia) any fact, event event, or circumstance of which it is aware and which that would be reasonably likely to cause any representation or warranty of such that party contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of such that party contained in this Agreement not to be complied with or satisfied in any material respect and (iib) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition condition, or development of which it is aware and whichthat, individually or in the aggregate, has had resulted in or would be reasonably likely to have result in a Company Material Adverse Effect or an Investor Material Adverse Effect, as the case may be; provided, however, that delivery . Delivery of any notice pursuant to this Section 3.4 shall 3.3 will not limit or affect any rights of or remedies available to the other party.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Seaspan CORP)

Certain Notifications Until Closing. From the date of this Agreement until the Closing, each party shall promptly notify the other party parties of (ia) any fact, event or circumstance of which it is aware and which would be reasonably likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of such party contained in this Agreement not to be complied with or satisfied in any material respect and (iib) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which it is aware and which, individually or in the aggregate, has had or would be reasonably likely to have constitutes a Material Adverse Effect or an Investor Material Adverse Effect, as the case may be; provided, however, that delivery of any notice pursuant to this Section 3.4 4.6 shall not limit or affect any rights of or remedies available to the other partyparties.

Appears in 1 contract

Samples: Securities Purchase Agreement (Emerald Oil, Inc.)

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