Notice Obligations. From time to time prior to the Effective Time, the Company shall notify Parent in writing with respect to any matter hereafter arising or any information obtained after the date hereof that, if existing, occurring or known at or prior to the date of this Agreement, would have been required to be set forth or described in the Company Disclosure Schedule or that is necessary to complete or correct any information in such schedule or in any representation and warranty of the Company that has been rendered inaccurate thereby or that would cause a condition to the closing hereof not to be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Company or the conditions to the obligations of Parent under this Agreement. The Company shall promptly inform Parent of (i) any claim by a third party that a contract has been breached, is in default, may not be renewed or that a consent would be required as a result of the transactions contemplated by this Agreement, (ii) any debt asset of the Company, including, to the knowledge of the Company, any debt asset contributed or sold by the Company or a subsidiary to the securitization vehicle, that becomes more than 60 days past due or delinquent and any debt asset held in any of the Company’s securitizations which the Company is required to re-acquire on account of default, breach of representations or otherwise and (iii) any notice by a rating agency that any of the Company’s securitizations have been downgraded or placed on credit watch for possible downgrade. The Company will consult with Parent a reasonable time prior to making publicly available its financial results or filing any document with the SEC.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Falcon Financial Investment Trust), Agreement and Plan of Merger (Istar Financial Inc), Agreement and Plan of Merger (Istar Financial Inc)
