Disclosure of Changes. (i) From the date hereof up to the Time of Closing, each Party shall immediately disclose in writing to the other Party any matter which becomes known to it which is inconsistent in any material respect with any of the representations or warranties contained in Article 9. No such disclosure, however, shall cure any misrepresentation or breach of warranty for the purposes of Section 2.4 or Article 12; and
Disclosure of Changes. Seller and Selling Principal will promptly notify Buyer in writing of the following: (a) the commencement or threat of any threatened lawsuit, claim, or Proceeding against Seller or affecting the Assets, the Business, or the Assumed Liabilities, the operation and conduct of the Business or Seller’s prospects, or challenging the validity or propriety of or seeking to enjoin or to set aside the Contemplated Transactions; (b) any adverse change in the financial condition of Seller or the Business; and (c) any change in any representations or warranties of Seller or Selling Principal set forth in this Agreement, any Ancillary Document, or in any exhibit, schedule, certificate, Contract, or other document delivered by Seller and Selling Principal in connection with to this Agreement, the Ancillary Documents, or the Contemplated Transactions.
Disclosure of Changes. If Seller discovers any information or facts which would materially or adversely change the representations and warranties of Seller contained in this Agreement, Seller shall promptly give notice to Buyer of such information or facts.
Disclosure of Changes. (i) From the Date of this Agreement up to the Time of Closing, each Party shall promptly disclose to the other Party any matter which becomes known to it which is inconsistent in any material respect with any of such Party’s representations or warranties contained in Article 9. From the Date of this Agreement up to the Time of Closing, each Party shall use good faith efforts to promptly disclose to the other Party any matter which becomes known to it which is inconsistent in any material respect with the representations or warranties of the other Party contained in Article 9; provided that the failure of a Party to so notify the other Party shall not operate to foreclose any remedy otherwise available to the Party in accordance with this Agreement with respect to such inconsistency. No such disclosure shall be deemed to change any representation or warranty or cure any breach thereof or affect any inability to make such a representation or warranty for purposes of Section 2.4(a) or for any other purpose.
Disclosure of Changes. Seller will promptly notify Buyer in writing of: (a) the commencement or threat of any threatened lawsuit or claim against Seller or affecting the Assets, the operation and conduct of the Business or its prospects or challenging the validity or propriety of, or seeking to enjoin or to set aside the transactions contemplated by, this Agreement; (b) any adverse change in the financial condition of Seller or the Business; or (c) any change in any representations or warranties of Seller set forth in this Agreement or in any Exhibit, certificate or other documents delivered to Buyer by Seller pursuant to this Agreement.
Disclosure of Changes. Sellers will promptly and, in any event, in less than three calendar days notify Buyer in writing of the following: (a) the commencement or threat of any threatened lawsuit or claim against Sellers or affecting the Assets or Assumed Liabilities, the operation and conduct of Sellers’ Business or their prospects, or challenging the validity or propriety of or seeking to enjoin or to set aside the transactions contemplated by this Agreement; (b) any adverse change in the financial condition of Sellers or Sellers’ Business or businesses; and (c) any change in any representations or warranties of Sellers set forth in this Agreement or in any exhibit, schedule, certificate, or other documents delivered to Buyer by Sellers pursuant to this Agreement.
Disclosure of Changes. Company and Company Shareholders will promptly notify Purchaser in writing of the following: (a) the commencement or threat of any threatened lawsuit, claim, or Proceeding against Company or affecting the assets, the business, or the liabilities, the operation and conduct of the business or Company’s prospects, or challenging the validity or propriety of or seeking to enjoin or to set aside the Contemplated Transactions; (b) any material adverse change in the financial condition of Company or the business; and (c) any change in any representations or warranties of Company or Company Shareholders set forth in this Agreement, any Ancillary Document, or in any exhibit, schedule, certificate, Contract, or other document delivered by Company and Company Shareholders in connection with to this Agreement, the Ancillary Documents, or the Contemplated Transactions.
Disclosure of Changes. Seller will promptly notify Buyer in writing of (a) any threatened lawsuit or claim; (b) any change that has a Material Adverse Effect; and (c) any material change in any representations or warranties of Seller set forth in this Agreement or in any exhibit, schedule, certificate or other document delivered to Buyer by Seller pursuant to this Agreement, if such material change would likely have a Material Adverse Effect.
Disclosure of Changes. Through the Closing Date, Seller shall within two (2) days notify Buyer in writing of (a) any threatened lawsuit or claim; (b) any threatened claims or proceedings of any kind; (c) any adverse change in the financial condition of Seller or the Business; and (d) any change in any representations or warranties of Seller set forth in this Agreement or in any exhibit, certificate or other document delivered to Buyer by Seller pursuant to this Agreement.
Disclosure of Changes. SELLER will not knowingly take any action or fail to take any action that would make any representation, warranty, or covenant made by SELLER in this Agreement untrue. SELLER shall promptly notify BUYER in writing of: the commencement or overt threat of any lawsuit or claim against SELLER that affects the Acquired Assets or the Business, challenges the validity or propriety of this Agreement, or seeks to enjoin or to set aside the transactions contemplated by this Agreement; any adverse change in the Acquired Assets or Business; and any change in any of the representations or warranties of SELLER in this Agreement or in any exhibit, certificate, or other document delivered to BUYER by SELLER under this Agreement. Notice to BUYER of any of the foregoing is not an amendment to the representations and warranties of SELLER in this Agreement.
