Common use of Duty to Supplement Clause in Contracts

Duty to Supplement. (a) Promptly upon the Company's or the Seller's discovery of the occurrence of any development, event, circumstance or condition that, individually or in the aggregate, may have a Material Adverse Effect upon the Shares, or the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Company or any of its Subsidiaries, the Seller shall, and shall cause the Company or the applicable Subsidiary to, as the case may be, notify the Purchaser of such development, event, circumstance or condition. In the event that the Purchaser receives such notice or otherwise discovers the fact of any such development, event, circumstance or condition, the Purchaser shall be entitled, in its sole discretion, to terminate this Agreement within ten (10) days after so discovering without further obligation or liability upon the delivery of written notice to the Seller to that effect; provided, however, that before Purchaser may exercise its termination right, it must afford the Company and Seller the opportunity to cure the matter giving rise to the termination right (but for no longer than five days following the date Purchaser notifies the Company or Seller of its intent to terminate) unless, in the judgement of the managing underwriter of the Initial Public Offering, any such cure period might adversely affect the Initial Public Offering. (b) Promptly upon the Company's or Seller's discovery of any fact, event, condition or circumstance that causes any representation or warranty made by the Company or the Seller to the Purchaser in this Agreement to become untrue or inaccurate at any time after the date of this Agreement, the Seller shall, and shall cause the Company and its Subsidiaries to, notify the Purchaser of such fact, event, condition or circumstance.

Duty to Supplement. (a) Promptly upon the CompanySeller's or the Seller's Shareholders' discovery of the occurrence of any development, event, circumstance or condition that, individually or in the aggregate, may have a Material Adverse Effect upon the SharesPurchased Assets, or the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Company or any of its SubsidiariesSeller, the Seller Shareholders shall, and shall cause the Company or the applicable Subsidiary Seller to, as the case may be, notify the Purchaser of such development, event, circumstance or condition. In the event that the Purchaser receives such notice or otherwise discovers the fact of any such development, event, circumstance or condition, the Purchaser shall be entitled, in its sole discretion, to terminate this Agreement within ten (10) days after so discovering without further obligation or liability upon the delivery of written notice to the Seller to that effect; provided, however, that before Purchaser may exercise its termination right, it must afford the Company and Seller the opportunity to cure the matter giving rise to the termination right (but for no longer than five days following the date Purchaser notifies the Company or Seller of its intent to terminate) unless, in the judgement of the managing underwriter of the Initial Public Offering, any such cure period might adversely affect the Initial Public Offering. (b) Promptly upon the CompanySeller's or Seller's the Shareholders' discovery of any fact, event, condition or circumstance that causes any representation or warranty made by any or all of the Company Seller or the Seller Shareholders to the Purchaser in this Agreement to become untrue or inaccurate at any time after the date of this Agreement, the Seller Shareholders shall, and shall cause the Company and its Subsidiaries Seller to, notify the Purchaser of such fact, event, condition or circumstance.

Duty to Supplement. (a) Promptly upon the Company's or the Seller's discovery of the occurrence of any development, event, circumstance or condition that, individually or in the aggregate, may have a Material Adverse Effect upon the Shares, or the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Company or any of its Subsidiaries, the Seller shall, and shall cause the Company or the applicable Subsidiary to, as the case may be, notify the Purchaser and Newco of such development, event, circumstance or condition. In the event that the Purchaser or Newco receives such notice or otherwise discovers the fact of any such development, event, circumstance or condition, the Purchaser or Newco shall be entitled, in its sole discretion, to terminate this Agreement within ten (10) days after so discovering without further obligation or liability upon the delivery of written notice to the Seller to that effect; provided, however, that before Purchaser or Newco may exercise its termination right, it must afford the Company and the Seller the opportunity to cure the matter giving rise to the termination right (but for no longer than five days following the date Purchaser notifies the Company or the Seller of its intent to terminate) unless, in the judgement of the managing underwriter of the Initial Public Offering, any such cure period might adversely affect the Initial Public Offering. (b) Promptly upon the Company's or the Seller's discovery of any fact, event, condition or circumstance that causes any representation or warranty made by the Company or the Seller to the Purchaser and Newco in this Agreement to become untrue or inaccurate at any time after the date of this Agreement, the Seller shall, and shall cause the Company and its Subsidiaries to, notify the Purchaser of such fact, event, condition or circumstance.

Duty to Supplement. (a) Promptly upon the CompanySeller's or the Seller's Shareholders' discovery of the occurrence of any development, event, circumstance or condition that, individually or in the aggregate, may have a Material Adverse Effect upon the SharesPurchased Assets, or the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Company or any of its SubsidiariesSeller, the Seller Shareholders shall, and shall cause the Company or the applicable Subsidiary Seller to, as the case may be, notify the Purchaser and Parent of such development, event, circumstance or condition. In the event that the Purchaser or Parent receives such notice or otherwise discovers the fact of any such development, event, circumstance or condition, the Purchaser or Parent shall be entitled, in its sole discretion, to terminate this Agreement within ten (10) days after so discovering without further obligation or liability upon the delivery of written notice to the Seller to that effect; provided, however, that before Purchaser or Parent may exercise its termination right, it must afford the Company and Seller the opportunity to cure the matter giving rise to the termination right (but for no longer than five days following the date Purchaser or Parent notifies the Company or Seller of its intent to terminate) unless, in the judgement of the managing underwriter of the Initial Public Offering, any such cure period might adversely affect the Initial Public Offering. (b) Promptly upon the CompanySeller's or Seller's the Shareholders' discovery of any fact, event, condition or circumstance that causes any representation or warranty made by any or all of the Company Seller or the Seller Shareholders to the Purchaser and Parent in this Agreement to become untrue or inaccurate at any time after the date of this Agreement, the Seller Shareholders shall, and shall cause the Company and its Subsidiaries Seller to, notify the Purchaser and Parent of such fact, event, condition or circumstance.

Duty to Supplement. (a) Promptly upon the Company's or the any Seller's discovery of the occurrence of any development, event, circumstance or condition that, individually or in the aggregate, may have a Material Adverse Effect upon the Shares, or the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Company or any of its Subsidiaries, the Seller Sellers shall, and shall cause the Company or the applicable Subsidiary to, as the case may be, notify the Purchaser and Newco of such development, event, circumstance or condition. In the event that the Purchaser or Newco receives such notice or otherwise discovers the fact of any such development, event, circumstance or condition, the Purchaser or Newco shall be entitled, in its sole discretion, to terminate this Agreement within ten (10) days after so discovering without further obligation or liability upon the delivery of written notice to the Seller Sellers to that effect; provided, however, that before Purchaser may exercise its termination right, it must afford the Company and Seller Sellers the opportunity to cure the matter giving rise to the termination right (but for no longer than five days following the date Purchaser or Newco notifies the Company or Seller of its intent to terminate) unless, in the judgement of the managing underwriter of the Initial Public Offering, any such cure period might adversely affect the Initial Public Offering. (b) Promptly upon the Company's or any Seller's discovery of any fact, event, condition or circumstance that causes any representation or warranty made by the Company or the Seller Sellers to the Purchaser and Newco in this Agreement to become untrue or inaccurate at any time after the date of this Agreement, the Seller Sellers shall, and shall cause the Company and its Subsidiaries to, notify the Purchaser of such fact, event, condition or circumstance.

Duty to Supplement. (a) Promptly upon the Company's or the Seller's discovery of the occurrence of any development, event, circumstance or condition that, individually or in the aggregate, may have a Material Adverse Effect upon the Shares, or the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Company or any of its Subsidiaries, the Seller shall, and shall cause the Company or the applicable Subsidiary to, as the case may be, notify the Purchaser of such development, event, circumstance or condition. In the event that the Purchaser receives such notice or otherwise discovers the fact of any such development, event, circumstance or condition, the Purchaser shall be entitled, in its sole discretion, to terminate this Agreement within ten (10) days after so discovering without further obligation or liability upon the delivery of written notice to the Seller to that effect; provided, however, that before Purchaser may exercise its termination right, it must afford the Company and the Seller the opportunity to cure the matter giving rise to the termination right (but for no longer than five days following the date Purchaser notifies the Company or the Seller of its intent to terminate) unless, in the judgement of the managing underwriter of the Initial Public Offering, any such cure period might adversely affect the Initial Public Offering. (b) Promptly upon the Company's or the Seller's discovery of any fact, event, condition or circumstance that causes any representation or warranty made by the Company or the Seller to the Purchaser in this Agreement to become untrue or inaccurate at any time after the date of this Agreement, the Seller shall, and shall cause the Company and its Subsidiaries to, notify the Purchaser of such fact, event, condition or circumstance.

Duty to Supplement. (a) Promptly upon the Company's or the any Seller's discovery of the occurrence of any development, event, circumstance or condition that, individually or in the aggregate, may have a Material Adverse Effect upon the Shares, or the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Company or any of its Subsidiaries, the Seller Sellers shall, and shall cause the Company or the applicable Subsidiary to, as the case may be, notify the Purchaser and Newco of such development, event, circumstance or condition. In the event that the Purchaser or Newco receives such notice or otherwise discovers the fact of any such development, event, circumstance or condition, the Purchaser or Newco shall be entitled, in its sole discretion, to terminate this Agreement within ten (10) days after so discovering without further obligation or liability upon the delivery of written notice to the Seller Sellers to that effect; provided, however, that before Purchaser or Newco may exercise its termination right, it must afford the Company and Seller Sellers the opportunity to cure the matter giving rise to the termination right (but for no longer than five days following the date Purchaser notifies the Company or Seller of its intent to terminate) unless, in the judgement of the managing underwriter of the Initial Public Offering, any such cure period might adversely affect the Initial Public Offering. (b) Promptly upon the Company's or any Seller's discovery of any fact, event, condition or circumstance that causes any representation or warranty made by the Company or the Seller Sellers to the Purchaser and Newco in this Agreement to become untrue or inaccurate at any time after the date of this Agreement, the Seller Sellers shall, and shall cause the Company and its Subsidiaries to, notify the Purchaser of such fact, event, condition or circumstance.

Duty to Supplement. (a) Promptly upon the Company's Seller’s or the Seller's any Shareholder’s discovery of the occurrence of any development, event, change, circumstance or condition thatcondition, individually whether considered alone or in the aggregatetogether any other one or more developments, may have events, changes, circumstances or conditions, that has had, or could have, a Material Adverse Effect upon the Shares, or the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Company or any of its Subsidiaries, the Seller and the Shareholders shall, and shall cause the Company or the applicable Subsidiary to, as the case may be, notify the Purchaser of such development, event, change, circumstance or condition. In the event that the Purchaser receives such notice or otherwise discovers the fact of any such development, event, circumstance or condition, the Purchaser shall be entitled, in its sole discretion, to terminate this Agreement within ten (10) days after so discovering without further obligation or liability upon the delivery of written notice to the Seller to that effect; provided, however, that before Purchaser may exercise its termination right, it must afford the Company and Seller the opportunity to cure the matter giving rise to the termination right (but for no longer than five days following the date Purchaser notifies the Company or Seller of its intent to terminate) unless, in the judgement of the managing underwriter of the Initial Public Offering, any such cure period might adversely affect the Initial Public Offering. (b) Promptly upon the Company's Seller’s or Seller's any Shareholder’s discovery of any factdevelopment, event, change, condition or circumstance that causes any representation or warranty made by any or all of the Company Seller or the Seller Shareholders to the Purchaser in this Agreement to become untrue or inaccurate at any time after the date of this Agreement, the Seller shall, and the Shareholders shall cause the Company and its Subsidiaries to, notify the Purchaser of such factdevelopment, event, change, condition or circumstance. No such notification or disclosure by the Seller or any Shareholder to the Purchaser shall in any manner be deemed to be a waiver by the Purchaser of the Seller’s and the Shareholders’ duty to satisfy the condition that the applicable representation or warranty as originally made in this Agreement be true and correct in all material respects at the Closing.

Duty to Supplement. (a) Promptly upon the Company's or the any Seller's discovery of the occurrence of any development, event, circumstance or condition that, individually or in the aggregate, may have a Material Adverse Effect upon the Shares, or the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Company or any of its Subsidiaries, the Seller Sellers shall, and shall cause the Company or the applicable Subsidiary to, as the case may be, notify the Purchaser and Newco of such development, event, circumstance or condition. In the event that the Purchaser or Newco receives such notice or otherwise discovers the fact of any such development, event, circumstance or condition, the Purchaser or Newco shall be entitled, in its sole discretion, to terminate this Agreement within ten (10) days after so discovering without further obligation or liability upon the delivery of written notice to the Seller Sellers to that effect; provided, however, that before Purchaser or Newco may exercise its termination right, it must afford the Company and Seller Sellers the opportunity to cure the matter giving rise to the termination right (but for no longer than five days following the date Purchaser or Newco notifies the Company or Seller of its intent to terminate) unless, in the judgement of the managing underwriter of the Initial Public Offering, any such cure period might adversely affect the Initial Public Offering. (b) Promptly upon the Company's or any Seller's discovery of any fact, event, condition or circumstance that causes any representation or warranty made by the Company or the Seller Sellers to the Purchaser and Newco in this Agreement to become untrue or inaccurate at any time after the date of this Agreement, the Seller Sellers shall, and shall cause the Company and its Subsidiaries to, notify the Purchaser of such fact, event, condition or circumstance.

Duty to Supplement. (a) Promptly upon the CompanySeller's or the Seller's Shareholder' discovery of the occurrence of any development, event, circumstance or condition occurring after the date hereof that, individually or in the aggregate, may could reasonably be expected to have a Material Adverse Effect upon the SharesPurchased Assets, or the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Company or any of its SubsidiariesSeller, the Seller Shareholder shall, and shall cause the Company or the applicable Subsidiary Seller to, as the case may be, notify the Purchaser of such development, event, circumstance or condition. In the event that the Purchaser receives such notice or otherwise discovers the fact of any such development, event, circumstance or condition, the Purchaser shall be entitled, in at its sole discretionoption, to terminate this Agreement within ten (10) days after so discovering without further obligation or liability upon the delivery of written notice to the Seller to that effect; provided, however, that before Purchaser may exercise its termination right, it must afford the Company and Seller the opportunity to cure the matter giving rise to the termination right (but for no longer than five days following the date Purchaser notifies the Company or Seller of its intent to terminate) unless, in the judgement judgment of the managing underwriter of the Initial Public Offering, any such cure period might adversely affect the Initial Public Offering. (b) Promptly upon the CompanySeller's or Seller's the Shareholder' discovery of any fact, event, condition or circumstance that causes any representation or warranty made by any or all of the Company Seller or the Seller Shareholder to the Purchaser in this Agreement to become untrue or inaccurate at any time after the date of this Agreement, the Seller Shareholder shall, and shall cause the Company and its Subsidiaries Seller to, notify the Purchaser of such fact, event, condition or circumstance.