Notice of Certain Developments Clause Samples

Notice of Certain Developments. Each Member shall promptly notify the other Member after such Member receives notice or has knowledge thereof, of (i) a default or alleged default by the Company or a Property Owning Subsidiary under any material contract to which it is a party; (ii) a default or alleged default by the Property Manager or Developer, Campus Crest or any Affiliate of any such party under any Property Management Agreement, Construction Agreement or Development Agreement; (iii) any threatened or pending litigation or investigation concerning the Company or the Properties of which such Member has actual knowledge; or (iv) any act concerning the Company, the Properties or any Subsidiary which constituted or would constitute a violation of Law. The Members shall keep one another informed on a reasonably current basis concerning any such matter of which Notice is required to be given.

Notice of Certain Developments. (a) Each Seller will give to Parent prompt written notice when the Seller obtains Knowledge, and the Sellers will cause the directors and officers of the Company, JTF Holdco and Tylee Holdco (and any employee who is included in a group of persons referred to in a representation and warranty of the Sellers as specified in Article II or Article III) to give the Sellers prompt written notice when any of those Persons obtains Knowledge, that a representation and warranty made by the Company, JTF Holdco or Tylee Holdco or a Seller in this Agreement was not true when made, or obtains Knowledge of any of the following: (i) the occurrence of any event or the existence of any circumstance Known to the Sellers that would be reasonably likely to cause any representation of the Company, JTF Holdco or Tylee Holdco or any Seller contained in this Agreement to be inaccurate or warranty to be breached if such representation were made, or the warranty were effective, at the time of such event or circumstance; (ii) the breach of any obligation of any Seller in this Agreement; (iii) the receipt by any Seller, the Company, JTF Holdco or Tylee Holdco of a notice or other communication from a Person alleging that the Consent or Authorization of that Person is or may be required in connection with this Agreement or any of the Contemplated Transactions; (iv) the receipt by any Seller, the Company, JTF Holdco or Tylee Holdco of a notice or other communication from any Governmental Authority in connection with this Agreement or any of the Contemplated Transactions, or concerning a violation of Law or of any Authorization or Order relevant to this Agreement, to any Contemplated Transaction or to the Company, JTF Holdco or Tylee Holdco; (v) the initiation or threat of initiation of any Proceeding by any Person that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 2.7 or Section 3.16 in order for each of those representations and warranties to be accurate; (vi) the occurrence of any Material Adverse Change or any event or circumstance that, alone or in combination with other events or circumstances, could result in a Material Adverse Change; or (vii) the occurrence of any other event, the existence of any other circumstance or the failure of a circumstance to occur, that would reasonably be expected to make the satisfaction of the conditions in Article V or Article VI impossible or unlikely.

Notice of Certain Developments. If Issuer or any Stockholder receives from any Third Party any offer, proposal, or other indication of interest (a "TRANSACTION PROPOSAL") relating to: (i) any issuance or other Transfer of shares of Common Stock or any other Securities; (ii) any merger, consolidation, or other business combination with or into Issuer; (iii) any acquisition of all or any substantial portion of the assets of Issuer; or

Notice of Certain Developments. Bastet shall give prompt written notice to Buyer, promptly after Bastet becomes aware of the same, (1) if the Station Assets shall have suffered damage on account of fire, explosion, or other cause of any nature which is sufficient to prevent operation of the Station in any material respect for more than ten (10) consecutive days, or (2) if the regular broadcast transmission of the Station in the normal and usual manner in which it heretofore has been operating is interrupted in a material manner for a period of more than ten (10) consecutive days.

Notice of Certain Developments. Prior to the Closing Date, Seller shall give Buyer, and Buyer shall give Seller, prompt written notice of any known development or the failure of any event to occur that has caused or would reasonably be expected to result in a failure of the conditions set forth in Section 6.2(a) or 6.3(a), respectively. If a Party so furnishes such notice and the Closing occurs, then the information included in such notice (solely to the extent related to a development that resulted in an actual failure of the condition set forth in the second sentence of Section 6.2(a) or the second sentence of Section 6.3(a)) shall be deemed to amend this Agreement effective as of the date of this Agreement for all purposes hereunder.

Notice of Certain Developments. ▇▇▇▇▇▇▇▇ will give prompt ------ -- ------- ------------- written notice to Glencairn if, after the Spin-Off and prior to the Closing: (1) ▇▇▇▇▇▇▇▇ receives notice from any Market Cable System currently carrying a Station's signal of such Market Cable System's intention to delete such Station from carriage or change such Station's channel position on such Market Cable System, or (2) ▇▇▇▇▇▇▇▇ becomes aware of any breach of any representation or warranty of ▇▇▇▇▇▇▇▇ set forth in Article IV. 7.

Notice of Certain Developments. Meredith shall give prompt written notice to Post-Newsweek (a) if ▇▇▇▇▇▇▇▇ becomes aware that the WCPX Assets shall have suffered da▇▇▇▇ ▇▇ account of fire, explosion or other cause of any nature which is sufficient to prevent operation of WCPX for four (4) continuous hours or more, (b) if Meredith becomes aware that the regular broadcast transmission of ▇▇▇▇ ▇▇ the normal and usual manner in which it heretofore has been operating is interrupted for a period of four (4) continuous hours or more, or (c) if Meredith receives notice of termination of any material agreement ▇▇▇▇▇▇▇▇g any leased WCPX Real Property.

Notice of Certain Developments. Until the Closing and without limiting any other obligations under this Agreement, Seller and Purchaser shall notify the other Party promptly, but in any event within seven (7) Business Days after having actual knowledge thereof, of (i) any change, event or development (or series of changes, events, or developments) that has had or would reasonably likely to have, individually or in the aggregate, (x) in the case of Seller, a Company Material Adverse Effect or (y) in the case of Purchaser, a Purchaser Material Adverse Effect or (ii) any change or fact that, with notice or lapse of time or both, will or is reasonably likely to result in any of the conditions set forth in Sections 6.02 (in the case of Seller and the Company) or 6.01 (in the case of Purchaser) becoming incapable of being satisfied.

Notice of Certain Developments. THIS SECTION 2.09 SHALL NOT APPLY TO SMALL ORIGINAL SHAREHOLDERS OR THEIR PERMITTED TRANSFEREES. In the event that any Holder or any of its Affiliates, who individually or in the aggregate own more than 5% of the Company's Shares then Outstanding, shall receive from a Third Party or Parties a firm offer, proposal or other indication of interest (a) to purchase greater than or equal to 5% of the Company's Shares then Outstanding, (b) to enter into any merger, consolidation or other business combination with the Company, (c) to enter into a transaction or series of transactions to purchase, lease or otherwise acquire a substantial portion of the assets of the Company, or (d) to enter into any other extraordinary business transaction involving or otherwise relating to the Company (for the purposes of this Section 2.09, a "Proposed Offer"), such Holder shall promptly notify the Board of its receipt of such Proposed Offer and provide to the Board such details with respect to such Proposed Offer as the Board shall reasonably request, including, without limitation, (i) the identity of the Third Party or Parties making the Proposed Offer, and (ii) a description of the material terms of the Proposed Offer.