Duty to Advise. DUTY TO UPDATE THE CNYF DISCLOSURE SCHEDULES. CNYF shall promptly advise Niagara Bancorp of any change or event having a Material Adverse Effect on it or on any CNYF Subsidiary or which it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants set forth herein. CNYF shall update the CNYF DISCLOSURE SCHEDULES as promptly as practicable after the occurrence of an event or fact which, if such event or fact had occurred prior to the date of this Agreement, would have been disclosed in the CNYF DISCLOSURE SCHEDULES. The delivery of such updated Schedule shall not relieve CNYF from any breach or violation of this Agreement and shall not have any effect for the purposes of determining the satisfaction of the condition set forth in Sections 6.02(c) hereof.
Duty to Advise. Seller shall promptly Notify Buyer of any of any circumstance reasonably likely to cause any of the following: (a) Seller’s failure to perform any of its obligations, (b) any delay in Product delivery, (c) any Product Defect or quality problem, (d) any change in control of Seller, (e) any deficiency in Buyer’s Specifications, samples, prototypes, or test results, and/or (f) any change in Seller’s insurance coverage, or professional certifications.
Duty to Advise. Duty to Update PFC's Disclosure Schedules. PFC shall promptly advise Sound Federal Bancorp of any change or event having a Material Adverse Effect on it or on any PFC Subsidiary or which it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants set forth herein. PFC shall update PFC's DISCLOSURE SCHEDULES as promptly as practicable after the occurrence of an event or fact which, if such event or fact had occurred prior to the date of this Agreement, would have been disclosed in the PFC DISCLOSURE SCHEDULES. The delivery of such updated Schedule shall not relieve PFC from any breach or violation of this Agreement and shall not have any effect for the purposes of determining the satisfaction of the condition set forth in Sections 6.02(c) hereof.
Duty to Advise. Seller shall promptly provide written Notice to Buyer upon becoming aware of any of the following events or occurrences, or any facts or circumstances reasonably likely to give rise to any of the following events or occurrences: (a) any failure or delay in delivery of Licensed Products; (b) any material defects or quality problems relating to Licensed Products; (c) any Seller Change in Control; (d) any deficiency in Buyer specifications, samples, prototypes or test results relating to this Agreement; or (e) any failure by Seller, or its subcontractors or common carriers, to comply with Law applicable to its manufacture and sale of Licensed Products within the Field pursuant to this Agreement. In addition, Seller shall promptly notify Buyer in writing of any change in Seller’s authorized Representatives, insurance coverage or professional certifications.
Duty to Advise. Duty to Update Sovereign's Disclosure Schedule. Sovereign shall promptly advise Carnegie of any change or event having a Material Adverse Effect on it or on any Sovereign Subsidiary or which it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants set forth herein. Sovereign shall update Sovereign's Disclosure Schedule as promptly as practicable after the occurrence of an event or fact which, if such event or fact had occurred prior to the date of this Agreement, would have been disclosed in the Sovereign Disclosure Schedule. The delivery of such updated Schedule shall not relieve Sovereign from any breach or violation of this Agreement and shall not have any effect for the purposes of determining the satisfaction of the condition set forth in Sections 5.01(c) hereof.
Duty to Advise. Duty to Update SWB's Disclosure Schedule. SWB shall promptly advise Alliance Bancorp of any change or event having a Material Adverse Effect on it or on any SWB Subsidiary or which it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants set forth herein. SWB shall update SWB's Disclosure Schedule as promptly as practicable after the occurrence of an event or fact which, if such event or fact had occurred prior to the date of this Agreement, would have been disclosed in the SWB Disclosure Schedule. The delivery of such updated Schedule shall not relieve SWB from any breach or violation of this Agreement and shall not have any effect for the purposes of determining the satisfaction of the condition set forth in Sections 6.02(c) hereof.
Duty to Advise. Seller will promptly notify Buyer in writing of any of the following events or occurrences, or any facts or circumstances reasonably likely to give rise to any of the following events or occurrences: (a) Seller’s failure to perform any of its obligations under the Agreement, (b) delay in delivery of Products, (c) defects or quality problems relating to Products, (d) changes in Seller’s corporate structure or organization (including any change in control or ownership), (e) deficiencies in specifications, samples, prototypes or test results related to the Products, and/or (f) failure by Seller or its representatives to comply with applicable Law relating to Products or the Agreement. 31.
Duty to Advise. Seller shall promptly provide written Notice to Buyer of any of the following events or occurrences, or any facts or circumstances reasonably likely to give rise to any of the following events or occurrences: (a) any failure by Seller to perform any of its obligations under this Agreement; (b) any delay in delivery of Goods; (c) any defects or quality problems relating to Goods; (d) any change in Control of Seller; (e) any deficiency in Buyer specifications, samples, prototypes or test results relating to this Agreement; or (f) any failure by Seller, or its subcontractors or common carriers, to comply with Law. In addition, Seller shall promptly notify Buyer in writing of any change in Seller's authorized Representatives, insurance coverage, or professional certifications. [Certain Changes. Seller shall promptly make any changes Buyer directs in writing with respect to the Goods, which may include changes in the design, drawings, specifications, processing, inspection, testing, quality control, methods of packing and shipping, or the date or place of delivery. Any changes pursuant to this Section 7.4(a) will not affect the Price or time for delivery of Goods unless (i) within [NUMBER] days after Buyer's notice to Seller of the change, Xxxxx receives from Seller written Notice of a claim for adjustment with all sufficient information and documentation regarding Seller's costs and production timing resulting from such changes to allow Buyer to perform an audit and verify such claim, and (ii) after auditing and verifying such claim, the results of such audit indicate that, in order to implement such Buyer-requested changes, Seller's actual out-of-pocket costs increased by a material amount or that implementing such changes reasonably and appropriately caused a delay in the Delivery Date of any affected Goods. Seller may increase the Prices hereunder in a per-unit amount solely to the extent necessary to compensate Seller for such commercially reasonable cost increases (but not to allow for any additional margin). If Buyer's audit and verification results indicate that Seller's costs have or should have actually decreased, the Prices hereunder shall be deemed decreased on a per-unit basis to reflect the amount of any such cost savings. Nothing in this Section 7.4(a), including any disagreement with Buyer as to any adjustment in price or time for performance, will excuse Seller from proceeding with this Agreement as changed. [Except for any Goods that are part ...
Duty to Advise. Bradford shall promptly advise Parent of any change or event having a Material Adverse Effect on it or which it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants set forth herein or materially delay the consummation of the transactions contemplated hereby.
Duty to Advise. DUTY TO UPDATE ALLIANCE BANCORP'S DISCLOSURE SCHEDULE. Alliance Bancorp shall promptly advise SWB of any change or event having a Material Adverse Effect on it or on any Alliance Bancorp Subsidiary or which it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants set forth herein. Alliance Bancorp shall update Alliance Bancorp's Disclosure Schedules as promptly as practicable after the occurrence of an event or fact which, if such event or fact had occurred prior to the date of this Agreement, would have been disclosed in the Alliance Bancorp Disclosure Schedule. The delivery of such updated Schedule shall not relieve Alliance Bancorp from any breach or violation of this Agreement and shall not have any effect for the purposes of determining the satisfaction of the condition set forth in Sections 5.01(c) hereof.
