Common use of Notice of Adverse Changes Clause in Contracts

Notice of Adverse Changes. Summit will promptly advise UJB 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 or the materials furnished pursuant to the Post-Signing Disclosure List (as defined in Section 4.09), 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 of Summit to perform or comply in any material respect with the terms or conditions of this Agreement, (d) the institution or threat of institution of litigation involving Summit or any of its subsidiaries or assets, which, if determined adversely to Summit or any of its subsidiaries, would have a material adverse effect upon Summit and its subsidiaries taken as a whole or the ability of the parties to timely consummate the Merger and the related transactions, and (e) any governmental complaint, investigation, hearing, or communication indicating that such litigation 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 or a subsidiary subsequent to the date hereof and prior to the Effective Time, under any agreement, indenture or instrument to which Summit or a subsidiary is a party or is subject and which is material to the business, operation or condition (financial or otherwise) of Summit and its 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. Summit agrees that the delivery of such notice shall not constitute a waiver by UJB of any of the provisions of Articles VI or VII.

Notice of Adverse Changes. Summit will promptly advise UJB 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 or the materials furnished pursuant to the Post-Signing Disclosure List (as defined in Section 4.09)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 in any material respect with the terms or conditions of this Agreement, (d) the institution or threat of institution of litigation or administrative proceeding involving Summit or any of its subsidiaries or assets, assets which, if determined adversely to Summit or any of its subsidiariesSummit, would have a Summit Material Adverse Effect or a material adverse effect upon Summit and its subsidiaries taken as a whole or on the parties' ability of the parties to timely consummate the Merger and the related transactionsReorganization, and (e) any governmental complaint, investigation, hearing, 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 or a subsidiary subsequent to the date hereof and prior to the Effective Time, under any agreement, indenture or instrument to which Summit or a subsidiary is a party or is subject and which is material to the business, operation or condition (financial or otherwise) of Summit and its subsidiaries taken as on a wholeconsolidated 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 MergerReorganization. Summit agrees that the delivery of such notice shall not constitute a waiver by UJB Prime of any of the provisions of Articles VI or VIIVIII.

Notice of Adverse Changes. Summit UJB will promptly advise UJB Summit in writing of (a) any event occurring subsequent to the date of this Agreement which would render any representation or warranty of Summit UJB contained in this Agreement or the Summit Schedules or the materials furnished pursuant to the Post-Signing Disclosure List (as defined in Section 4.09)UJB 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 UJB Material Adverse Change, (c) any inability or perceived inability of Summit UJB or any of its subsidiaries to perform or comply in any material respect with the terms or conditions of this Agreement, (d) the institution or threat of institution of material litigation involving Summit UJB or any of its subsidiaries or assets, its assets which, if determined adversely to Summit UJB or any of its subsidiaries, would have a material adverse effect upon Summit on UJB and its subsidiaries taken as a whole or the ability of the parties to timely consummate the Merger and the related transactions, and (e) any governmental complaint, investigation, hearing, or communication indicating that such litigation 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 UJB or a subsidiary any of its subsidiaries subsequent to the date hereof and prior to the Effective Time, under any agreement, indenture or instrument to which Summit UJB or a subsidiary is a party or is subject and which is material to the business, operation or condition (financial or otherwise) of Summit UJB and its 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. Summit UJB agrees that the delivery of such notice shall not constitute a waiver by UJB Summit of any of the provisions of Articles VI or VIIVIII.

Notice of Adverse Changes. Summit will promptly advise UJB NMBT 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 or the materials furnished pursuant to the Post-Signing Disclosure List (as defined in Section 4.09)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 in any material respect with the terms or conditions of this Agreement, (d) the institution or threat of institution of litigation or administrative proceeding involving Summit or any of its subsidiaries or assets, assets which, if determined adversely to Summit or any of its subsidiariesSummit, would have a Summit Material Adverse Effect or a material adverse effect upon Summit and its subsidiaries taken as a whole or on the ability of the parties to timely consummate the Merger and the related transactionsReorganization, and (e) any governmental complaint, investigation, hearing, 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 or a subsidiary subsequent to the date hereof and prior to the Effective Time, under any agreement, indenture or instrument to which Summit or a subsidiary is a party or is subject and which is material to the business, operation or condition (financial or otherwise) of Summit and its subsidiaries taken as on a wholeconsolidated 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 MergerReorganization. Summit agrees that the delivery of such notice shall not constitute a waiver by UJB NMBT of any of the provisions of Articles VI or VIIVIII.

Notice of Adverse Changes. Summit will promptly advise UJB NSS 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 or the materials furnished pursuant to the Post-Signing Disclosure List (as defined in Section 4.09)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 in any material respect with the terms or conditions of this Agreement, (d) the institution or threat of institution of litigation or administrative proceeding involving Summit or any of its subsidiaries or assets, assets which, if determined adversely to Summit or any of its subsidiariesSummit, would have a Summit Material Adverse Effect or a material adverse effect upon Summit and its subsidiaries taken as a whole or on the ability of the parties to timely consummate the Merger and the related transactionsReorganization, and (e) any governmental complaint, investigation, hearing, 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 or a subsidiary subsequent to the date hereof and prior to the Effective Time, under any agreement, indenture or instrument to which Summit or a subsidiary is a party or is subject and which is material to the business, operation or condition (financial or otherwise) of Summit and its subsidiaries taken as subsidiaries, on a wholeconsolidated 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 MergerReorganization. Summit agrees that the delivery of such notice shall not constitute a waiver by UJB NSS of any of the provisions of Articles VI or VIIVIII.