Notice of Adverse Developments. During the Interim Period, each Party shall give prompt written notice to the other Parties of the discovery by such Party of any fact, event, or action, the occurrence of which would make satisfaction of any of the conditions set forth in Article VI impossible or unlikely. No notice given pursuant to this Section 5.04(c) shall have any curative effect on the representations, warranties, covenants, or agreements contained in this Agreement, including for purposes of indemnification, termination rights, or for determining satisfaction of any condition contained herein.
Notice of Adverse Developments. During the Interim Period, Buyer, on one hand, and Seller Parties, on the other hand, shall give prompt notice to the other of the discovery by such Party of: (i) any material inaccuracy in any representation or warranty of the other Party or Parties of which they become aware; (ii) any material failure by the other Party or Parties to comply with any of such Party’s or Parties’ covenants contained in this Agreement; or (iii) the occurrence of any event or the existence of any circumstances that would make satisfaction of any of the conditions set forth in ARTICLE 8 impossible or unlikely.
Notice of Adverse Developments. Each Party shall give prompt written notice to the other Parties of the occurrence of any act, omission, or event or the existence of any condition or circumstance that has resulted or could reasonably be expected to result in (a) any representation and warranty made by the Party in this Agreement being untrue or incorrect or (b) the failure of the Party to perform or comply with any agreement, covenant, or obligation contained in this Agreement that is to be performed and complied with by the Party on or before the Closing Date; provided, however, that no such notice by any Party shall be deemed to amend or supplement the Cortelco Disclosure Schedule or the eOn Disclosure Schedule, as applicable, or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant by the Party.
Notice of Adverse Developments. Each Party shall give prompt written notice to the other Parties in accordance with Section 9.5 hereof of the occurrence of any act, omission, or event or the existence of any condition or circumstance that has resulted or could reasonably be expected to result in (a) any representation and warranty made by the Party in this Agreement being untrue or incorrect or (b) the failure of the Party to perform or comply with any agreement, covenant, or obligation contained in this Agreement that is to be performed and complied with by the Party on or before the Closing Date; provided, however, that no such notice by any Party shall be deemed to amend or supplement the Affiliated Company Disclosure Schedule or the GraphOn Disclosure Schedule, as applicable, or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant by the Party.
Notice of Adverse Developments. 12 5.8 Employees............................................................12 5.9 Listing of Common Units on New York Stock Exchange...................14 5.10 Update of Schedules; Notice of Breach or Noncompliance...............14 5.11
Notice of Adverse Developments. From the date hereof to the Closing Date and except as permitted in this Agreement or otherwise disclosed on Schedule 5.7, BPI, BPE or Sellers shall promptly notify NBP or NBILP in writing of any developments with respect to the assets, liabilities, condition (financial or otherwise), operating results, business or prospects of the Bear Paw Entities that could have a Material adverse effect on any of the Bear Paw Entities, or that would Materially impair or prohibit the consummation of the transactions contemplated by this Agreement.
Notice of Adverse Developments. 20 6.6 Exclusivity.................................................... 21 6.7 Confidentiality................................................ 21 6.8 Preserve Accuracy of Representations and Warranties............ 21 6.9
Notice of Adverse Developments. Prior to the Closing, the Company ------------------------------ will give immediate written notice to Buyer by facsimile transmission of any development which adversely affects, or which is likely to adversely affect Business, the Purchased Assets or Buyer after the Closing. No disclosure pursuant to this Section 6.5, however, shall be deemed to amend or supplement the schedules to this Agreement or to prevent or cause any misrepresentation or breach of representations, warranties or covenants made by the Company or Shareholder herein; except that if Buyer determines any adverse or potentially adverse effect to be material, Buyer and the Company agree to negotiate a reduction in the Purchase Price mutually acceptable to Buyer and the Company. If, however, an agreement for a reduction in the Purchase Price cannot be reached between the parties within thirty (30) days of beginning such negotiations, any party may terminate this Agreement by written notice to the other without further obligation to the other.
Notice of Adverse Developments. From the date hereof through the Closing Date (i) Seller shall notify Purchaser promptly of the occurrence of any event, condition or circumstance of which Seller has Knowledge that would jeopardize the fulfillment of any condition to the Closing and (ii) Purchaser shall notify Seller promptly of the occurrence of any event, condition or circumstance of which Purchaser has Knowledge that would jeopardize the fulfillment of any condition to the Closing. No disclosure by any party pursuant to this Section 8.10, however, shall be deemed to amend or supplement the Seller Disclosure Schedules or the Purchaser Disclosure Schedules or to prevent or cure any misrepresentation or breach of warranty, nor shall any such disclosure affect or otherwise limit the remedies available hereunder to the party receiving such notice. Without limiting the generality of the foregoing, from the date hereof through the Closing Date, Seller shall promptly notify Purchaser of any Action of the type required to be described in Schedules 2.4, 3.5 or 4.10 hereof that is commenced or, to its Knowledge, threatened after the date hereof.
Notice of Adverse Developments. Farmer will notify Client promptly of factors that may affect Crop quality, Xxxxxx’x ability to fulfill the Sales Plan, or Xxxxxx’x ability to comply with Client growing requirements. This includes, without limitation: (i) any suspension or revocation of organic certification for any Crop; (ii) any investigation or notice received by Farmer of noncompliance by Farmer with organic standards; (iii) the occurrence of drift, flooding, or other events that may affect compliance with food safety requirements or organic standards; (iv) loss of food safety certification; (v) loss of Xxxxxx’x lease or other right to occupy the Farm; (vi) loss of any necessary license or permit; (vii) any cancellation, loss, or any material changes in any insurance Farmer is required to maintain under this Agreement; or (viii) dissolution of, or filing of bankruptcy by or against, Farmer. Each delivery of Crop to Client by Farmer will be considered a representation by Farmer that Xxxxxx’x organic certification is in full force and effect and not suspended or revoked.
