Common use of Notice of Adverse Changes Clause in Contracts

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. Ambanc UJB will promptly advise the ------------------------- Company Summit in writing of (a) any event occurring subsequent to the date of this Agreement which would render any representation or warranty of Ambanc UJB contained in this Agreement or the Ambanc 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 material adverse change in the financial condition or results of operations of Ambanc or any Ambanc subsidiaryUJB Material Adverse Change, (c) any inability or perceived inability of Ambanc UJB or any of its subsidiaries to perform or comply with the terms or conditions of this Agreement, (d) the institution or threat of institution of material litigation involving UJB or administrative proceeding involving Ambanc any of its subsidiaries or its assets which, if determined adversely to AmbancUJB or any of its subsidiaries, would have a material adverse effect on Ambanc UJB and Ambanc its subsidiaries taken as a whole or the MergerMerger and related transactions, (e) any governmental complaint, investigation, or hearing 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 UJB or any of its subsidiaries subsequent to the date hereof and prior to the Acquisition Merger Effective Time, under any agreement, indenture or instrument to which Ambanc UJB or a subsidiary is a party or is subject and which is material to the business, operation or condition (financial or otherwise) of Ambanc UJB and the Ambanc Subsidiaries 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. Ambanc UJB agrees that the delivery of such notice shall not constitute a waiver by the Company Summit of any of the provisions of this AgreementArticles VI or VIII.

Notice of Adverse Changes. Ambanc NMBT will promptly advise the ------------------------- Company Summit in writing of (a) any event occurring subsequent to the date of this Agreement which would render any representation or warranty of Ambanc NMBT contained in this Agreement or the Ambanc SchedulesNMBT Schedules or the materials furnished pursuant to the Post-Signing Document 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 material adverse change in the financial condition or results of operations of Ambanc or any Ambanc subsidiaryNMBT Material Adverse Change, (c) any inability or perceived inability of Ambanc NMBT 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 proceedings involving Ambanc NMBT or any of its assets subsidiaries or assets, which, if determined adversely to AmbancNMBT or any of its subsidiaries, would have a NMBT Material Adverse Effect or an adverse material adverse effect on Ambanc the ability of the parties to timely consummate the Reorganization and Ambanc subsidiaries taken as a whole or the Mergerrelated transactions, (e) any governmental complaint, investigation, or hearing 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 NMBT or a subsidiary subsequent to the date hereof and prior to the Acquisition Merger Effective Time, under any agreement, indenture or instrument to which Ambanc NMBT or a subsidiary is a party or is subject and which is material to the business, operation or condition (financial or otherwise) of Ambanc NMBT and the Ambanc Subsidiaries taken as its 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. Ambanc NMBT agrees that the delivery of such notice shall not constitute a waiver by the Company Summit of any of the provisions of this AgreementArticles VI or VII.

Notice of Adverse Changes. Ambanc NSS will promptly advise the ------------------------- Company Summit in writing of (a) any event occurring subsequent to the date of this Agreement which would render any representation or warranty of Ambanc NSS contained in this Agreement or the Ambanc SchedulesNSS Schedules or the materials furnished pursuant to the Post-Signing Document 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 material adverse change in the financial condition or results of operations of Ambanc or any Ambanc subsidiaryNSS Material Adverse Change, (c) any inability or perceived inability of Ambanc NSS 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 proceedings involving Ambanc NSS or any of its assets subsidiaries or assets, which, if determined adversely to AmbancNSS or any of its subsidiaries, would have a NSS Material Adverse Effect or an adverse material adverse effect on Ambanc the ability of the parties to timely consummate the Reorganization and Ambanc subsidiaries taken as a whole or the Mergerrelated transactions, (e) any governmental complaint, investigation, or hearing 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 NSS or a subsidiary subsequent to the date hereof and prior to the Acquisition Merger Effective Time, under any agreement, indenture or instrument to which Ambanc NSS or a subsidiary is a party or is subject and which is material to the business, operation or condition (financial or otherwise) of Ambanc NSS and the Ambanc Subsidiaries taken as its 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. Ambanc NSS agrees that the delivery of such notice shall not constitute a waiver by the Company Summit of any of the provisions of this AgreementArticles VI or VII.