Common use of Notice of Developments Clause in Contracts

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 13 contracts

Samples: Merger Agreement (Sekoya Holdings Ltd.), Merger Agreement (Specialty Care Network Inc), Merger Agreement (Specialty Care Network Inc)

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Notice of Developments. Each Party will shall give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section 4 above. No disclosure by any either Party pursuant to this Section 5(f§4(c), however, shall be deemed to amend or supplement the Disclosure Schedule Annex I or Annex II or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 12 contracts

Samples: Stock Exchange Agreement, Stock Subscription Agreement, Stock Exchange Agreement (Andersen Group Inc)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section or 4 above. No disclosure by any Party pursuant to this Section 5(f)5.2, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 11 contracts

Samples: Series a Preferred Stock Purchase Agreement (Pricesmart Inc), Common Stock Purchase Agreement (Pricesmart Inc), Common Stock Purchase Agreement (Pricesmart Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 10 contracts

Samples: Form 8 K, Asset Purchase Agreement (Atrinsic, Inc.), Asset Purchase Agreement (Bitwise Designs Inc)

Notice of Developments. Each Party party hereto will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 Sections 2.1 and Section 4 2.2 above. No disclosure by any Party party hereto pursuant to this Section 5(f)3.8, however, shall be deemed to amend or supplement the Disclosure Schedule disclosure statement provided under the terms of this Agreement or to prevent or cure any misrepresentation, breach of warranty, or breach of covenantcovenant or misrepresentation.

Appears in 10 contracts

Samples: Agreement and Plan of Reorganization (Telco Blue Inc), Reorganization Agreement (Advanced Healthcare Technologies Inc), Agreement and Plan of Reorganization (Telco Blue Inc)

Notice of Developments. Each Party party will give prompt written notice to the other party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 Article III and Section 4 Article IV above. No disclosure by any Party party pursuant to this Section 5(f)5.9, however, shall be deemed to amend or supplement the Disclosure Schedule Schedules to such representations and warranties or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 8 contracts

Samples: Asset Purchase Agreement (Alpha Natural Resources, Inc.), Asset Purchase Agreement (Alpha Natural Resources, Inc.), Asset Purchase Agreement (Pittston Co)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(e), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 7 contracts

Samples: Asset Acquisition Agreement (XRG Inc), Asset Acquisition Agreement (XRG Inc), Acquisition Agreement (XRG Inc)

Notice of Developments. Each Party will give prompt written notice to the other Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and or Section 4 above, as applicable. No disclosure by any Party pursuant to this Section 5(f5(g), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 7 contracts

Samples: Merger Agreement (Specialty Care Network Inc), Merger Agreement (Specialty Care Network Inc), Merger Agreement (Specialty Care Network Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section §5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 7 contracts

Samples: Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Onstream Media CORP)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)5.6, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 6 contracts

Samples: Merger Agreement (NB Manufacturing, Inc.), Merger Agreement (Charmed Homes Inc.), Merger Agreement (Century Park Pictures Corp)

Notice of Developments. Each Party will give prompt written notice to the other Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and or Section 4 above, as applicable. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 5 contracts

Samples: Merger Agreement (Specialty Care Network Inc), Merger Agreement (Specialty Care Network Inc), Merger Agreement (Specialty Care Network Inc)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 abovehereunder. No disclosure by any Party pursuant to this Section 5(f)10.1.5., however, shall be deemed to amend or supplement the Disclosure Schedule Schedules attached hereto or serve to prevent or cure any misrepresentation, breach of warranty, or breach of covenantcovenant hereunder.

Appears in 5 contracts

Samples: Merger Agreement (EMAV Holdings, Inc.), Merger Agreement (Becoming Art Inc), Merger Agreement (Becoming Art Inc)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section 5(f§5(h), however, shall will be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 4 contracts

Samples: Merger Agreement (Comprehensive Care Corp), Merger Agreement (Hythiam Inc), Merger Agreement (Hythiam Inc)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(g), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 4 contracts

Samples: Merger Agreement (Pivot Pharmaceuticals Inc.), Merger Agreement (Rocky Mountain Internet Inc), Merger Agreement (Rocky Mountain Internet Inc)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(h), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 4 contracts

Samples: Merger Agreement (Acorn Acquisition Corp), Merger Agreement (Source Information Management Co), Merger Agreement (Flegel S Leslie)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of his, her, or its own representations and warranties in Article IV or Article V, as applicable. Other than as provided in Section 3 and Section 4 above. No 5.28 hereof, no disclosure by any Party pursuant to this Section 5(f)6.04, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 4 contracts

Samples: Interest Purchase Agreement (Energy 11, L.P.), Interest Purchase Agreement (Energy 11, L.P.), Interest Purchase Agreement (Natural Resource Partners Lp)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section Sections 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement this Agreement or the Disclosure Schedule Exhibits hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Rmi Net Inc), Asset Purchase Agreement (Futureone Inc /Nv/), Asset Purchase Agreement (Rmi Net Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenantcovenant provided that if the party to whom a disclosure was made proceeds to closing, that party shall be deemed to have waived such breach and any remedies which may have been available with respect thereto.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Western Power & Equipment Corp), Asset Purchase Agreement (E Machinery Net Inc), Stock Exchange Agreement (Canterbury Information Technology Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)7.5, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Share Exchange Agreement (General Steel Holdings Inc), Share Exchange Agreement (Media Technologies, Inc.), Share Exchange Agreement (Town & Country Appraisal Service, Inc.)

Notice of Developments. Each Party will give prompt immediate written notice to the other Party of any material adverse development causing causing, or potentially causing, a breach of any of its own representations and warranties in Section Sections 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)section, however, shall be deemed to amend or supplement the Disclosure any Schedule attached hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Eworld Interactive, Inc.), Purchase and Sale Agreement, Agreement for the Purchase and Sale of Common Stock (Valcom, Inc)

Notice of Developments. Each Party will shall give prompt written notice to the other Party of any material adverse development causing that, were it to have been known at or before the date of this Agreement, would constitute a breach of any of its own representations and or warranties in Section Article 3 and Section 4 aboveor Article 4. No disclosure by any Party pursuant to under this Section 5(f), however, 5.7 shall be deemed to amend or to supplement the Disclosure Schedule disclosure schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant, or any failure to satisfy a Closing condition.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement

Notice of Developments. Each Party party will give prompt written notice to the other party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 Article III and Section 4 Article IV above. No disclosure by any Party party pursuant to this Section 5(f)5.8, however, shall be deemed to amend or supplement the Disclosure Schedule Schedules to such representations and warranties or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Pittston Co), Asset Purchase Agreement (Pittston Co), Asset Purchase Agreement (Alpha Natural Resources, Inc.)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement this Agreement or the Disclosure Schedule Exhibits hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Rmi Net Inc), Asset Purchase Agreement (Rmi Net Inc), Asset Purchase Agreement (Rmi Net Inc)

Notice of Developments. Each Party party will give prompt written notice to the other party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 ARTICLES III, IV and Section 4 V above. No disclosure by any Party party pursuant to this Section 5(f)SECTION 6.9, however, shall be deemed to amend or supplement the Disclosure Schedule Schedules to such representations and warranties or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Alpha Natural Resources, Inc.), Asset Purchase Agreement (Alpha Natural Resources, Inc.), Asset Purchase Agreement (Alpha Natural Resources, Inc.)

Notice of Developments. Each Party party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties contained herein. Except as specified in Section 3 and Section 4 above. No such written notice, no disclosure by any Party a party pursuant to this Section 5(f), however, 4.06 shall be deemed to amend or supplement the such party’s Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Transaction Agreement (US BioEnergy CORP), Transaction Agreement (US BioEnergy CORP), Transaction Agreement (US BioEnergy CORP)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5 (f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Merger Agreement (Myecheck, Inc.), Merger Agreement (Myecheck, Inc.), Merger Agreement (Myecheck, Inc.)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section Articles 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)5.4, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Nautilus, Inc.), Asset Purchase Agreement (Nautilus, Inc.), Asset Purchase Agreement (Nautilus, Inc.)

Notice of Developments. Each Party will give prompt written notice to the other Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 ARTICLE III or ARTICLE IV above. No disclosure by any Party pursuant to this Section 5(f)SECTION 5.7, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Restructure Agreement (Specialty Care Network Inc), Restructure Agreement (Specialty Care Network Inc), Restructure Agreement (Specialty Care Network Inc)

Notice of Developments. Each Party will give prompt written notice to the other Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and or Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(g), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Specialty Care Network Inc), Asset Purchase Agreement (Specialty Care Network Inc), Asset Purchase Agreement (Specialty Care Network Inc)

Notice of Developments. Each Party will give prompt written notice to ---------------------- the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section (S) 3 and Section 4 above(S) 4. No disclosure by any Party pursuant to this Section 5(f)(S) 5.6, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentationmisrepresentations, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Applied Extrusion Technologies Inc /De), Asset Purchase Agreement (Applied Extrusion Technologies Inc /De), Asset Purchase Agreement (Applied Extrusion Technologies Inc /De)

Notice of Developments. Each Party will shall give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section §5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Merger Agreement (Usip Com Inc), Merger Agreement (Usip Com Inc), Merger Agreement (Usip Com Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section Article 3 and Section 4 aboveArticle 4, as the case may be. No disclosure by any Party pursuant to this Section 5(f)5.6, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Barnes Group Inc), Asset Purchase Agreement (Paragon Corporate Holdings Inc), Asset Purchase Agreement (Aviation Sales Co)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 abovethis Agreement. No disclosure by any Party pursuant to this Section 5(f)3.H, however, shall will be deemed to amend or supplement the Company Disclosure Schedule or the Shell Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Merger Agreement (Xcorporeal, Inc.), Merger Agreement (Xcorporeal, Inc.), Merger Agreement (National Quality Care Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section Sections 3, 4 and/or 5 above. No disclosure by any Party pursuant to this Section 5(f)6.5, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentationmisrepresentations, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Share Exchange Agreement (Clariti Telecommunications International LTD), Share Exchange Agreement (Clariti Telecommunications International LTD)

Notice of Developments. Each Party will give prompt written notice to the other Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 ARTICLE III or ARTICLE IV above. No disclosure by any Party pursuant to this Section 5(f)SECTION 5.7, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Restructure Agreement (Specialty Care Network Inc), Restructure Agreement (Specialty Care Network Inc)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f4(b), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Assi Inc), Stock Purchase Agreement (Jacmar Companies)

Notice of Developments. Each Party will party hereto shall give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 Articles 2 and Section 4 3, above, or the breach of any of its own covenants in this Article 4. No disclosure by any Party party pursuant to this Section 5(f)4.11, however, shall be deemed to amend or supplement the Disclosure Schedule Schedules hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Merger Agreement (Bristol Retail Solutions Inc), Merger Agreement (Bristol Technology Systems Inc)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(g), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Merger Agreement (3tec Energy Corp), Merger Purchase Agreement (Am International Inc)

Notice of Developments. Each Party will give prompt written ---------------------- notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 (S)3 and Section 4 (S)4 above. No disclosure by any Party pursuant to this Section 5(f(S)5(f), however, shall be deemed to amend or supplement the Target Disclosure Schedule Letter or Purchaser Disclosure Letter or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 2 contracts

Samples: Merger Agreement (Primus Telecommunications Group Inc), Merger Agreement (Primus Telecommunications Group Inc)

Notice of Developments. Each Party party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 aboveset forth herein or the occurrence of a Material Adverse Event (financial or otherwise) with respect to any Asset, the Company or its business. No disclosure by any Party party pursuant to this Section 5(f)6.5, however, shall be deemed to amend or supplement the Disclosure Schedule any Schedules hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of any covenant.

Appears in 2 contracts

Samples: Stock Purchase Agreement (National Asset Recovery Corp.), Stock Purchase Agreement (Nasus Consulting, Inc.)

Notice of Developments. Each Party will shall give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Merger Agreement (Nucleus Inc), Agreement and Plan of Merger (Nucleus Inc)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule any Annex hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Wireless Cable & Communications Inc), Stock Purchase Agreement (Wireless Cable & Communications Inc)

Notice of Developments. Each Party party will give prompt written notice to the other of any material adverse development causing which could reasonably be expected to result in a Material Adverse Effect on such party or which would cause a breach of any of its own representations and warranties contained herein. Except as specified in Section 3 and Section 4 above. No such written notice, no disclosure by any Party a party pursuant to this Section 5(f), however, 4.07 shall be deemed to amend or supplement the such party's Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Transaction Agreement (Cenex Harvest States Cooperatives), Transaction Agreement (Farmland Industries Inc)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section §5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Merger Agreement (Enherent Corp), Merger Agreement (San Holdings Inc)

Notice of Developments. Each Party will of the parties hereto shall give prompt written notice to the other Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and or Section 4 above. No disclosure by any Party pursuant to this Section 5(f)5.10, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 2 contracts

Samples: Merger Agreement (Sweetskinz Holdings Inc), Merger Agreement (Synova Healthcare Group Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties set forth in Section 3 2(j) and Section 4 aboveof this Agreement. No disclosure by any Party pursuant to this Section 5(f5(e), however, shall be deemed to amend or supplement the Disclosure Schedule any schedule attached hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Vitalstream Holdings Inc), Asset Purchase Agreement (Brekka Richard)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of or constituting an intervening event with respect to any of its own representations and warranties in Section Sections 3 and Section 4 above4. No disclosure by any Party pursuant to this Section 5(f5(c), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Merger Agreement (Harris James T), Merger Agreement (Equalnet Holding Corp)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 3, Section 4 and Section 4 5 above. No disclosure by any Party pursuant to this Section 5(f6(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Merger Agreement (Andrx Corp), Merger Agreement (Cybear Inc)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and 3, Section 4 or Section 5 above. No Following the Closing, no disclosure by any Party pursuant to this Section 5(f), however, 6(e) shall be deemed to amend or supplement the its respective Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Merger Agreement (Us Medical Group Inc), Merger Agreement (Corgenix Medical Corp/Co)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of or constituting an intervening event with respect to any of its own representations and warranties in Section Sections 3 and Section 4 above4. No disclosure by any Party pursuant to this Section 5(f5(d), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Switch Agreement (Equalnet Holding Corp), Switch Agreement (Willis Mark)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own such Party’s representations and warranties in Section 3 and Section 4 aboveherein. No disclosure by any Party pursuant to this Section 5(f), however, shall 6.4 will be deemed to amend or supplement any of the Disclosure Schedule schedules or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Amen Properties Inc), Securities Purchase Agreement (Amen Properties Inc)

Notice of Developments. Each Party will give prompt prompt, written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section Sections 2 and 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), 4 however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 2 contracts

Samples: Purchase Agreement (Tanger Factory Outlet Centers Inc), Purchase Agreement (Tanger Properties LTD Partnership /Nc/)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 and Section or 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement any Schedule (except to the Disclosure Schedule extent that this Agreement is specifically amended) or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Merger Agreement (Publishing Co of North America Inc), Merger Agreement (Publishing Co of North America Inc)

Notice of Developments. Each Party will give prompt written notice to the other Parties of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section §5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Tidel Technologies Inc), Asset Purchase Agreement (Tidel Technologies Inc)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section Articles 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)5.14, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Merger Agreement (Fonix Corp), Merger Agreement (Fonix Corp)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(e), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Glacier Corp), Asset Purchase Agreement (Landacorp Inc)

Notice of Developments. Each Party will shall give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties contained in Section 3 and Section 4 abovethis Agreement. No disclosure by any Party pursuant to this Section 5(f4.4(g), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Share Exchange Agreement (DPW Holdings, Inc.), Share Exchange Agreement (Avalanche International, Corp.)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Agreement and Plan of Exchange (5 Starliving Online Inc), Real Estate Purchase Agreement (Senior Care Industries Inc)

Notice of Developments. Each Party party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party party pursuant to this Section 5(f)Agreement, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Merger Agreement (Ivoice, Inc /Nj), Agreement and Plan of Merger (Ivoice, Inc /Nj)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section 5(f)§6.5, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Share Exchange Agreement (Vitasti, Inc. /De/), Share Exchange Agreement (Vitasti, Inc. /De/)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenantcovenant unless the Disclosure Schedule itself has been updated.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Southern Security Bank Corp), Asset Purchase Agreement (Panamerican Bancorp)

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Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing event which could reasonably be expected to give rise to a Material Adverse Effect or could reasonably be expected to cause a breach of any of its own representations and warranties in Section 3 and Section 4 aboverespective representations, warranties, covenants or other agreement contained herein. No disclosure by any Party pursuant to this Section 5(f5(j), however, shall be deemed to amend or supplement the Disclosure Schedule any Schedule, or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Merger Agreement (Analog Acquisition Corp), Merger Agreement (Allied Digital Technologies Corp)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 aboveArticle 4. No disclosure by any Party pursuant to this Section 5(f)5.5, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Gainsco Inc), Stock Purchase Agreement (Montpelier Re Holdings LTD)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and 3, Section 4 or Section 5 above. No disclosure by any Party pursuant to this Section 5(f6(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Merger Agreement (Mediconsult Com Inc), Merger Agreement (Andrx Corp /De/)

Notice of Developments. Each Prior to the Closing, each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section 5(f)§5.5, however, shall be deemed to amend or supplement the Disclosure any Schedule or to prevent or cure any misrepresentationmisrepresentations, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Accuray Inc), Asset Purchase Agreement (American Science & Engineering Inc)

Notice of Developments. Each Party of the Parties will give prompt written notice to the other Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Petroleum Place Inc), Asset Purchase Agreement (Petroleum Place Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 (S)3 and Section 4 (S)4 above. No disclosure by any Party pursuant to this Section 5(f(S)5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Share Purchase Agreement (International Fuel Technology Inc), Asset Purchase Agreement (Sabratek Corp)

Notice of Developments. Each Party party will give prompt written notice to the other parties of any material adverse development causing a breach of any of its such party’s own representations and warranties (or any other party’s representations and warranties) in Section 3 Articles III and Section 4 IV above. No disclosure by any Party party pursuant to this Section 5(f5.1(e), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Graymark Healthcare, Inc.), Asset Purchase Agreement (Graymark Healthcare, Inc.)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f6(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Alfa Corp)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing affecting the ability of the Parties to consummate the transactions contemplated by this Agreement or any of the Collateral Agreements, including, but not limited to, a breach of any a representation, warranty or covenant of its own representations and warranties in Section 3 and Section 4 abovethis Agreement. No disclosure by any Party pursuant to this Section 5(f)5(i) shall, however, shall be deemed to amend or supplement the Seller Disclosure Schedule or Transferor Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 2 contracts

Samples: Purchase Agreement (Mci Worldcom Inc), Purchase Agreement (Echostar Communications Corp)

Notice of Developments. Each Party will shall give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties contained in Section 3 and Section 4 abovethis Agreement. No disclosure by any Party pursuant to this Section 5(f4.2(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Share Exchange Agreement (Microphase Corp), Share Exchange Agreement (Digital Power Corp)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section Sections 3 and Section 4 above4. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement Annex I or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (First Sierra Financial Inc)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(~), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 1 contract

Samples: Merger Agreement (Saxton Inc)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 Article III, Article IV and Section 4 Article V above. No disclosure by any Party pursuant to this Section 5(f)ss.6.05, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Merger Agreement (Galvestons Steakhouse Corp)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 aboveArticle IV. No disclosure by any Party pursuant to this Section 5(f)5.6, however, shall be deemed to amend or supplement the Barrier Disclosure Schedule or to prevent or cure any misrepresentation, breach of warrantyany representation, warranty or breach of covenant.

Appears in 1 contract

Samples: Merger Agreement (Lindsay Manufacturing Co)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenantcovenant without the written consent of the other Party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gentner Communications Corp)

Notice of Developments. Each Party party will give prompt written notice to the other parties of any material adverse development causing a breach of any of its own respective representations and warranties in Section 3 and Section 4 above. No disclosure by any Party party pursuant to this Section 5(f)Section, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Purchase Agreement (1 800 Contacts Inc)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Merger Agreement (Victor Industries Inc)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 (S)3 and Section 4 (S)4 above. No disclosure by any Party pursuant to this Section 5(fss.5(g), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Spectra Systems Corp)

Notice of Developments. Each Party will give prompt written notice to ---------------------- the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Asset Purchase Agreement (Blue Rhino Corp)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.or

Appears in 1 contract

Samples: Asset Purchase Agreement (Inktomi Corp)

Notice of Developments. Each Party party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party party pursuant to this Section 5(f§5(h), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Merger Agreement (Amour Fiber Core Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 Articles 3, 4, and Section 4 5 above. No disclosure by any Party pursuant to this Section 5(f)6.6, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chyron Corp)

Notice of Developments. Each Party will give prompt written notice to the other of the occurrence of any material adverse development causing event that would constitute a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(g), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant, except as otherwise provided in Section 3 or Section 4 above.

Appears in 1 contract

Samples: Merger Agreement (View Tech Inc)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 Articles III and Section 4 IV above. No disclosure by any Party pursuant to this Section 5(f)5.8, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Merger Agreement (Sportsmans Guide Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 5 and Section 4 6 above. No disclosure by any Party pursuant to this Section 5(f7(f), however, shall be deemed to amend or supplement the Disclosure Schedule Schedules or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vista Eyecare Inc)

Notice of Developments. Each Party party will give prompt written notice to the other others of any material adverse development causing a breach of any of his or its own representations respective representations, warranties and warranties in Section 3 and Section 4 abovecovenants set forth herein. No disclosure by any Party party pursuant to this Section 5(f)5.7, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (POSITIVEID Corp)

Notice of Developments. Each Party will give prompt written notice to ---------------------- the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 Article III and Section 4 Article IV above. No disclosure by any Party pursuant to this Section 5(f)(S) 5.5, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentationmisrepresentations, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Merger Agreement (Advanced Radio Telecom Corp)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach or likely to cause a breach through the passage of time of any of its own representations and warranties in Section 3 Sections 3, 4 and Section 4 5 above. No disclosure by any Party pursuant to this Section 5(f6(f), however, shall be deemed to amend or supplement the Seller Disclosure Schedule or the VitalStream Disclosure Schedule, as applicable, or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vitalstream Holdings Inc)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own such Party's representations and warranties in Section 3 and Section 4 aboveherein. No disclosure by any Party pursuant to this Section 5(f), however, shall SECTION 6.4 will be deemed to amend or supplement any of the Disclosure Schedule schedules or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Amen Properties Inc)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(g), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 1 contract

Samples: Merger Agreement (Village Ii Acquisition Corp)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section Sections 3 and Section 4 4, above. No disclosure by any Party pursuant to this Section 5(f5(g), however, shall be deemed to amend or supplement the Disclosure Schedule its respective disclosure schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Merger Agreement (Oakhurst Co Inc)

Notice of Developments. Each Party will shall give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Asset Purchase Agreement (Romac International Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties contained in Section 3 §§ 3, 4, 5 and Section 4 above6. No disclosure by any Party pursuant to this Section 5(f)§ 7.7, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentationmisrepresentations, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Asset Purchase Agreement (First Avenue Networks Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section 5(f)§5.5, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Merger Agreement (Ethos Environmental, Inc.)

Notice of Developments. The Company and the Company Indemnifying Parties will give prompt written notice to the Parent of any material adverse development causing a breach of any of the representations and warranties in Section 4 above. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 5 above. No disclosure by any Party pursuant to this Section 5(f6(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Merger Agreement (Pivotal Corp)

Notice of Developments. Each Party will give prompt written notice to the other Parties of any material adverse development causing a breach of any of its own representations and warranties in Section Article 3 and Section Article 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Emerge Interactive Inc)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of his or its own representations and warranties in Section §3 and Section or §4 above. No disclosure by any Party pursuant to this Section §5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Boingo Wireless Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section Article 3 and Section 4 aboveArticle 4. No disclosure by any Party pursuant to this Section 5(f), however, 5.6 shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Asset Purchase Agreement (Metal Management Inc)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section Sections 3 and Section or 4 aboveof this Agreement. No disclosure by any Party pursuant to this Section 5(f)5.6, however, shall will be deemed to amend or supplement the Target's Disclosure Schedule or the Parent's Disclosure Schedule, as applicable, to have qualified the representations and warranties contained in Sections 3 or 4 of this Agreement, or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 1 contract

Samples: Merger Agreement (Lawson Software Inc)

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