Notice of Certain Developments. Seller or Parent shall give written notice to Buyer, promptly after it 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 a Station in any material respect for more than ten (10) consecutive days, or (2) if the regular broadcast transmission of a 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. 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. 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. (a) Until the Closing, the Seller will give prompt written notice to the Buyer if and when the Seller obtains Knowledge:
(i) that a representation and warranty made by the Seller in this Agreement was not true when made;
(ii) of the occurrence of any event or the existence of any circumstance that would be reasonably likely to cause any representation or warranty of the Seller contained in this Agreement to be inaccurate at such time;
(iii) of the breach of any obligation of the Seller in this Agreement;
(iv) of the receipt by the Seller, the Company or any of the Company’s Subsidiaries 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 other transactions contemplated hereunder (other than any Buyer Approvals, Company Approvals or Seller Approvals);
(v) of the receipt by any Seller or any of its Affiliates of a notice from any Governmental Authority in connection with this Agreement or any of the transactions contemplated hereby, or concerning a violation of any Law, Order or consent relevant to this Agreement, to any of the other transactions contemplated hereby or to the Company or any of its Subsidiaries;
(vi) of 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 4.5 or Section 5.6 in order for each of those representations and warranties to be accurate;
(vii) of the occurrence of any Material Adverse Effect or any event or circumstance that, alone or in combination with other events or circumstances, could result in a Material Adverse Effect; or
(viii) of the occurrence of any other event that would make the satisfaction of the conditions in Article VIII impossible or unlikely.
(b) A notice given under this Section 7.11 will not of itself serve to qualify any representation or warranty of a Seller in this Agreement or in any certificate delivered pursuant to this Agreement or update any Disclosure Schedule.
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. 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. (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. Xxxxxxxx will give prompt ------ -- ------- ------------ written notice to Xxxxxxxx if, after the Spin-Off and prior to the Closing:
(1) Xxxxxxxx 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) Xxxxxxxx becomes aware of any breach of any representation or warranty of Xxxxxxxx set forth in Article IV. 7.
Notice of Certain Developments. 62 5.13 Tax Matters. 62 5.14 Termination of Affiliate Agreements. 63 5.15 Solicitation. 63 5.16 Non-Competition and Non-Solicitation. 63 5.17 Pre-Closing Reorganization. 65 5.18 Further Assurances. 65 5.19 Agreements relating to Buyer Common Stock. 66 5.20 Release. 67 Article 6 Conditions to closing.. 67
Notice of Certain Developments. During the period commencing on the date of this Agreement and terminating upon the earlier to occur of the Closing or the termination of this Agreement, Sellers’ Representatives and Buyer will provide the other party with prompt written notice of any material development or fact that would make the satisfaction of any of the conditions set forth in Sections 6.1 or 6.2, on the one hand, or Sections 6.1 or 6.3, on the other hand, respectively, on the Closing Date reasonably unlikely or impossible. No such notification shall be given any effect for purposes of determining the accuracy of the representations and warranties made by Sellers or Buyer pursuant to this Agreement or determining whether the conditions set forth in Sections 6.1 or 6.2, on the one hand, or Sections 6.1 or 6.3, on the other hand, respectively, have been satisfied.
