Notice of Adverse Changes promptly after the occurrence thereof and in any event within 10 days after each occurrence, notice of any Material Adverse Change in the operations or financial condition of the Company or any material default in any other material agreement to which the Company is a party;
Notice of Adverse Changes. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Notice of Adverse Changes promptly after the occurrence thereof and in any event within five (5) business days after it becomes aware of each occurrence, notice of any material adverse change in the business, assets, Intellectual Property Rights, management, licensing activities, operations or financial condition of the Company; and
Notice of Adverse Changes. Ambanc will promptly advise the ------------------------- Company in writing of (a) any event occurring subsequent to the date of this Agreement which would render any representation or warranty of Ambanc contained in this Agreement or the Ambanc Schedules, if made on or as of the date of such event or the Closing Date, untrue or inaccurate in any material respect, (b) any material adverse change in the financial condition or results of operations of Ambanc or any Ambanc subsidiary, (c) any inability or perceived inability of Ambanc to perform or comply with the terms or conditions of this Agreement, (d) the institution or threat of institution of material litigation or administrative proceeding involving Ambanc or its assets which, if determined adversely to Ambanc, would have a material adverse effect on Ambanc and Ambanc subsidiaries taken as a whole or the Merger, (e) any governmental complaint, investigation, or hearing or communication indicating that such litigation or administrative proceeding is contemplated, (f) any written notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by Ambanc subsequent to the date hereof and prior to the Acquisition Merger Effective Time, under any agreement, indenture or instrument to which Ambanc is a party or is subject and which is material to the business, operation or condition (financial or otherwise) of Ambanc and the Ambanc Subsidiaries taken as a whole, and (g) any written notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement including the Merger. Ambanc agrees that the delivery of such notice shall not constitute a waiver by the Company of any of the provisions of this Agreement.
Notice of Adverse Changes. Summit will promptly advise Prime in writing of (a) any event occurring subsequent to the date of this Agreement which would render any representation or warranty of Summit contained in this Agreement or the Summit Schedules, if made on or as of the date of such event or the Closing Date, untrue or inaccurate in any material respect, (b) any Summit Material Adverse Change, (c) any inability or perceived inability of Summit to perform or comply with the terms or conditions of this Agreement, (d) the institution or threat of institution of litigation or administrative proceeding involving Summit or its assets which, if determined adversely to Summit, would have a Summit Material Adverse Effect or a material adverse effect on the parties' ability to consummate the Reorganization, (e) any governmental complaint, investigation, or hearing or communication indicating that such litigation or administrative proceeding is contemplated, (f) any written notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by Summit subsequent to the date hereof and prior to the Effective Time, under any agreement, indenture or instrument to which Summit is a party or is subject and which is material to the business, operation or condition (financial or otherwise) of Summit and its subsidiaries on a consolidated basis, and (g) any written notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement including the Reorganization. Summit agrees that the delivery of such notice shall not constitute a waiver by Prime of any of the provisions of Articles VI or VIII.
Notice of Adverse Changes in each case, within ten (10) days of the CEO having actual knowledge of an occurrence, notice (which may be oral) of any material adverse change in the business, operations, affairs or condition (financial or otherwise) of the Company, of any material default under any material loan, lease or other material agreement to which the Company is a party, or of any material violation of applicable law by the Company;
Notice of Adverse Changes promptly after the occurrence thereof and in any event within 10 days after each occurrence, notice of any default under any material agreement; or any material litigation, proceedings, suits or investigations affecting the Company or any Subsidiary; or any material adverse change in the business, assets, operations or condition of the Company or any Subsidiary;
Notice of Adverse Changes. Seller shall give prompt written notice to Purchaser of any material adverse change in the business, operations, properties, assets, revenues, earnings, liabilities, or condition (financial or otherwise) of the Company.
Notice of Adverse Changes. Borrower and Weeks Corporation shall, as ------------------------- soon as possible, and in any event within five (5) Domestic Business Days after they become aware of the occurrence of a material adverse change in their businesses, properties, operations, or conditions (financial or other), including notice of (a) any default occurring with respect to any of their obligations owed to any other creditor where the total liability of Borrower or Weeks Corporation with respect thereto is in excess of $500,000, (b) acceleration of any part or demand for payment in full of any of their respective outstanding obligations in an amount in excess of $500,000 earlier than the scheduled date, or (c) Borrower's or Weeks Corporation's receiving notice of intent by any person, firm, corporation or any other entity to whom Borrower or Weeks Corporation is indebted in an amount in excess of $500,000 to declare any debt due, or determine that any provision of any agreement between such party and Borrower or Weeks Corporation has been violated, furnish to Administrative Agent and Banks a statement setting forth details of such material adverse change and the action that it proposes to take with respect thereto.
Notice of Adverse Changes. Between the date of this ------------------------- Agreement and the Closing Date, Seller shall promptly notify Buyer in writing of any materially adverse developments affecting the Business which become known to Seller or the Shareholders, including, without limitation, (i) any change in the condition, financial or otherwise, of the Business and its prospects that could have a material adverse effect on Seller, including, without limitation the loss of major sales representatives or other customers or suppliers; (ii) any damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the Business, (iii) any notice of any violation, forfeiture, or complaint regarding the Business that might have a material adverse effect on Seller; or (iv) any representation or warranty made by Seller or the Shareholders hereunder shall have become inaccurate or untrue in any material respect. The items set forth in clauses (i) through (iv) above, together with any other item discovered by Buyer between the date of this Agreement and the Closing that Buyer reasonably believes have the same effect as the items set forth in clauses (i) through (iv) above, are referred to as a "Seller Material Adverse Change."
