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 Party in accordance with this section 5.10 if it has Knowledge 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) a breach of any representation and warranty made by the Party in this Agreement or (b) a breach of 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 RCE 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. Business will notify Client promptly of (i) any change in Business ownership or key personnel; (ii) the change to or loss of any necessary license or permit; (iii) the filing of bankruptcy by Business; or (iv) any breach of this Lease that has not been corrected within ten (10) days of its occurrence. If loss, theft, or damage to the Trailer occurs, Business will notify Client within twenty-four (24) hours of discovery.
Notice of Adverse Developments. The Debtor shall promptly notify Secured Party of the institution of any final (after exhausting all reasonable appeals) adverse decision in any proceeding in the PTO or any similar office or agency of the United States or any state or any foreign country (except for adverse decisions during prosecution of patent applications), or the institution of or any judgement in any proceeding in any court, regarding the Debtor's claim of exclusive ownership or rights in any of the Patents or related Patent Collateral, its right to patent any of the same, or to keep and maintain any such Patent.
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. During the Interim Period, Holdings, Parent and Merger Sub, on one hand, and the Company, on the other hand, shall give prompt notice to the other of the discovery by such Party of: (i) any material failure by the other Party to comply with any of such Party’s covenants contained in this Agreement; or (ii) the occurrence of any event or the existence of any circumstances that would make satisfaction of any of the conditions set forth in ARTICLE 7 impossible or unlikely.
Notice of Adverse Developments. Immediately upon obtaining knowledge thereof notice of:
(1) Any citation, petition to deny, order to show cause or other legal process or order, or protest, or reconsideration directly affecting an Operating License.
(2) Any (A) refusal or failure by any issuer to renew or extend any Operating License, (B) proposed abandonment or proposed or actual revocation, termination or materially adverse modification of any Operating License, (C) dispute or other action with respect to any Operating License, (D) denial or threatened denial or revocation or modification by applicable state regulatory authority of any operating permit or any other applicable state license and permit, (E) notice from the applicable state regulatory authority of the imposition of any fines or penalties or forfeitures or (F) written notices or written requests by private parties with respect to any of the foregoing.
(3) Any dispute concerning, or any threatened non-renewal or modification of, any material lease for real or personal property to which the Parent, the Borrower or a Subsidiary is a party.
(4) Any actions, proceedings or claims which are commenced or asserted against the Borrower, the Parent or a Subsidiary in which the amounts involved are in the aggregate $500,000 or more and which are not fully covered by insurance. Each notice pursuant to this Section 6.12(c)(x) may be given orally and shall immediately thereafter be confirmed by a written statement of an Officer of the Borrower setting forth details of the matter referred to therein and stating what action the affected Person has taken, is taking or proposes to take with respect thereto.
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.
