Notice of Certain Adverse Changes, Defaults or Claims. GLGT shall give prompt notice to SWT of any material adverse change in the business, assets (including intangible assets), liabilities, financial condition, operations, results of operations or prospects (financial or otherwise) (a “Material Adverse Change”) of GLGT, provided however, without prejudicing whether any matter qualifies as a Material Adverse Change, that any matter involving (i) a transfer of any kind (including without limitation a sale or assignment) of any Intellectual Property Rights owned or Used by GLGT or (ii) a loss or payment in excess of $25,000 shall constitute a Material Adverse Change, per se, or any notice of default received by GLGT subsequent to the date of this Agreement and prior to the Closing Date under any instrument or agreement to which GLGT is a Party, or of the assertion of any claim which, if upheld, would render inaccurate any representation of GLGT herein.
Notice of Certain Adverse Changes, Defaults or Claims. Daraka and Ives shall give prompt notice to NRAD of any material adverse change to the properties or business of each company, or any notice of default received by it, subsequent to the date of this Agreement and prior to the Closing Date, under any instrument or agreement to which Daraka or Ives is a party or by which any of its property is bound, or of the assertion of any claim which, if upheld, would render inaccurate any representation contained herein.
Notice of Certain Adverse Changes, Defaults or Claims. TrueVision Albuquerque shall give prompt notice to Top Form of any material adverse change to the properties or business of TrueVision Albuquerque, or any notice of default received by it, subsequent to the date of this Agreement and prior to the Closing Date, under any instrument or agreement to which TrueVision Albuquerque is a party or by which any of its property is bound, or of the assertion of any claim which, if upheld, would render inaccurate any representation contained herein.
Notice of Certain Adverse Changes, Defaults or Claims. Seller shall give prompt notice to Purchaser of any material adverse change to Seller's properties or business or any notice of default received by Seller subsequent to the date of this Agreement and prior to the Closing Date, under any instrument or agreement to which Seller is a party or by which any of Seller's properties are bound, or of the assertion of any claim which, if upheld, would render inaccurate any representation of Seller herein.
Notice of Certain Adverse Changes, Defaults or Claims. MAGNUM shall give prompt notice to ColorSmart of any material adverse change to the property or business of MAGNUM, or any notice of default received by it, subsequent to the date of this Agreement and prior to the Closing Date, under any instrument or agreement to which MAGNUM is a party or by which any of its property is bound, or of the assertion of any claim which, if upheld, would render inaccurate any representation contained herein.
Notice of Certain Adverse Changes, Defaults or Claims. The Shareholders shall give prompt notice to Xxxxxxxxxx.xxx of any material adverse change to the properties or business of Display Arts, or any notice of default received by it, subsequent to the date of this Agreement and prior to the Closing Date, under any instrument or agreement to which Display Arts is a party or by which any of its property is bound, or of the assertion of any claim which, if upheld, would render inaccurate any representation contained herein.
Notice of Certain Adverse Changes, Defaults or Claims. Stonehouse shall give prompt notice to ColorSmart of any material adverse change to the properties or business of Stonehouse, or any notice of default received by it, subsequent to the date of this Agreement and prior to the Closing Date, under any instrument or agreement to which Stonehouse is a party or by which any of its property is bound, or of the assertion of any claim which, if upheld, would render inaccurate any representation contained herein.
Notice of Certain Adverse Changes, Defaults or Claims. The Seller shall give prompt notice to the Buyer of any material adverse change to the Business or the Purchased Assets and any Seller's Required Contract Consent arising after the date hereof, any material notice of default received by the Seller subsequent to the date of this Agreement and prior to the Closing Date under any instrument or agreement to which the Seller is a party or by which any of its properties are bound affecting this Agreement, the Purchased Assets or Assumed Liabilities, or of the assertion of any material claim which, if upheld, would render materially inaccurate any representation of the Seller herein.
Notice of Certain Adverse Changes, Defaults or Claims. 3DO shall give prompt notice to Samsung of any material adverse change in the business, assets (including intangible assets), liabilities, financial condition, operations, results of operations or prospects (financial or otherwise) (a "Material Adverse Change") of the 3DO Systems Division, or any notice of default received by 3DO subsequent to the date of this Agreement and prior to the Closing Date under any instrument or agreement to which 3DO is a party relating to the 3DO Systems Division, or of the assertion of any claim which, if upheld, would render inaccurate any representation of 3DO herein.
Notice of Certain Adverse Changes, Defaults or Claims. ATW shall give prompt notice to ColorSmart of any material adverse change to the properties or business of ATW, or any notice of default received by it, subsequent to the date of this Agreement and prior to the Closing Date, under any instrument or agreement to which ATW is a party or by which any of its property is bound, or of the assertion of any claim which, if upheld, would render inaccurate any representation contained herein.
