Notice of any Material Change. Each party shall, promptly after the first notice or occurrence thereof but not later than the Closing Date, advise the other parties in writing of any event or the existence of any state of facts that (i) would make any of his, her or its representations and warranties in this Agreement untrue in any material respect, (ii) would constitute a breach of any provisions of this Article 5 or (iii) would otherwise constitute either a WRT Material Adverse Effect or a Spacial Material Adverse Effect.
Notice of any Material Change. Each of the Company and Tyler shall, promptly after the first notice or occurrence or failure to occur thereof but not later than the Closing Date, supplement or amend its Disclosure Schedule to disclose the occurrence of any event or the existence of any state of facts that would: (a) make any of its representations and warranties in this Agreement untrue in any material respect or constitute a material failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) make it necessary to amend the Proxy Statement in order to render the statements therein not misleading or to comply with applicable law; or (c) otherwise constitute a material adverse change in the respective businesses, results of operations, working capital, assets, liabilities or condition (financial or otherwise) of Tyler and the Tyler Subsidiaries, taken as a whole, or the Company and the Company Subsidiaries, taken as a whole. Subject to the provisions of Section 12.1 of this Agreement, no supplement or amendment to any Disclosure Schedule shall have any effect for the purpose of determining the satisfaction of or compliance with the conditions to the obligations of the parties set forth elsewhere in this Agreement.
Notice of any Material Change. Until the Effective Date, each of ROWEXX, XXC., ROWEXX, XXI and Outback shall, promptly after the first notice or occurrence thereof but prior to the Effective Date, advise the others in writing of any event or the existence of any state of facts that:
(a) would make any of its representations and warranties in this Agreement untrue in any material respect; or
(b) would otherwise constitute a material adverse change in the business, results of operation, working capital, assets, liabilities or condition (financial or otherwise) of OSI, Outback or ROWEXX, XXC. and their respective subsidiaries, taken as a whole. No supplement or amendment to any Disclosure Schedule shall have any effect for the purpose of determining the satisfaction of or compliance with the conditions to the obligations of the parties to consummate the Merger set forth elsewhere in this Agreement.
Notice of any Material Change. Each of the Target and the Acquiring Company shall (with respect only to itself), promptly after the first notice or occurrence thereof but not later than the Closing Date, advise the other in writing of any event or the existence of any state of facts that (a) would make any of its representations and warranties in this Agreement untrue in any material respect, or (b) would otherwise constitute either a Target Material Adverse Effect or an Acquiring Company Material Adverse Effect.
Notice of any Material Change. Each of the Company and BRC shall, promptly after the first notice or occurrence thereof but not later than the Closing Date, advise the other in writing of any event or the existence of any state of facts that (a) would make any of its representations and warranties in this Agreement untrue in any material respect; or (b) would otherwise constitute a material adverse change in its financial position or results of operations. No notice hereunder will have any effect for the purpose of determining the satisfaction of or compliance with the conditions to the obligations of the parties set forth elsewhere in this Agreement.
Notice of any Material Change. Seller shall promptly but not later than ten (10) business days before each Closing Date, supplement or amend the Schedules hereto to disclose the occurrence of any event or the existence of any state of facts (including, without limitation, an environmental matter) that: (a) had such event occurred or such facts existed or been known at the date hereof, would have been required to have been set forth in a Schedule; or (b) would make any of the representations and warranties of Seller in this Agreement untrue in any material respect. No supplement or amendment to any Schedule shall have any effect for the purpose of determining the satisfaction of or compliance with the conditions to the obligations of the parties set forth elsewhere in this Agreement.
Notice of any Material Change. Until the Effective Date, each of ARG, Aarox, XXI and Outback shall, promptly after the first notice or occurrence thereof but prior to the Effective Date, advise the others in writing of any event or the existence of any state of facts that:
(a) would make any of its representations and warranties in this Agreement untrue in any material respect; or
(b) would otherwise constitute a material adverse change in the business, results of operation, working capital, assets, liabilities or condition (financial or otherwise) of OSI, Outback or ARG and their respective subsidiaries, taken as a whole. No supplement or amendment to any Disclosure Schedule shall have any effect for the purpose of determining the satisfaction of or compliance with the conditions to the obligations of the parties to consummate the Merger set forth elsewhere in this Agreement.
Notice of any Material Change. Each party shall, promptly after the first notice or occurrence thereof but not later than the Closing Date, advise the other parties in writing of any event or the existence of any state of facts that (i) would make any of his, her or its representations and warranties in this Agreement untrue in any material respect, or (ii) would constitute a breach of any provisions of this Article 4.
Notice of any Material Change. Until the Effective Date, each of JVP CORP, LITTLE, OSI and Outback shall, promptly after the first notice or occurrence thereof but prior to the Effective Date, advise the others in writing of any event or the existence of any state of facts that:
(a) would make any of its representations and warranties in this Agreement untrue in any material respect; or
(b) would otherwise constitute a material adverse change in the business, results of operation, working capital, assets, liabilities or condition (financial or otherwise) of OSI, Outback or JVP CORP and their respective subsidiaries, taken as a whole. No supplement or amendment to any Disclosure Schedule shall have any effect for the purpose of determining the satisfaction of or compliance with the conditions to the obligations of the parties to consummate the Merger set forth elsewhere in this Agreement.
Notice of any Material Change. Each of Ultrak and Diamond, promptly after the first notice or occurrence thereof, but not later than the Effective Date, shall disclose to the other in writing the occurrence of any event or the existence of any state of facts that: (a) had such event occurred or such facts existed or been known at the date hereof, would have been required to have been set forth in this Agreement; (b) would make any of its representations and warranties in this Agreement untrue in any material respect; or (c) would otherwise constitute a material adverse change in the business, results of operations, working capital, assets, liabilities or condition (financial or otherwise) of Ultrak (or Newco) or Diamond, as the case may be. No notice hereunder will have any effect for the purpose of determining the satisfaction of or compliance with the conditions to the obligations of the parties set forth elsewhere in this Agreement.
