Common use of Notice of Developments Clause in Contracts

Notice of Developments. The Sellers will give prompt written notice to the Buyer 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 others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 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: Membership Interest Purchase Agreement (Specialty Care Network Inc), Share Purchase Agreement (Pivotal Corp), Stock Purchase Agreement (Pivotal Corp)

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

Appears in 3 contracts

Samples: Stock Purchase Agreement (Amco Transport Holdings Inc), Stock Purchase Agreement (Amco Transport Holdings Inc), Stock Purchase Agreement (Bestway Coach Express Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer 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 others of any material adverse development causing a breach of any of his or its own representations and warranties in Section §3 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, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Segmentz Inc), Stock Purchase Agreement (Segmentz Inc), Stock Purchase Agreement

Notice of Developments. The Sellers will give prompt written notice to the Buyer Purchaser of any material adverse development causing of which any of them learns which would constitute or otherwise cause a breach of any of the representations and warranties in Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Sellers' Disclosure Schedule Letter or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Seafield Capital Corp), Stock Purchase Agreement (Response Oncology Inc), Stock Purchase Agreement (Seafield Capital Corp)

Notice of Developments. The Sellers Seller Entities will give prompt written notice to the Buyer upon becoming aware 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 others upon becoming aware of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 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: Stock Purchase Agreement (Checkfree Corp \Ga\), Stock Purchase Agreement (Uil Holdings Corp)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer 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 others other of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 above. No disclosure by any either 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, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Penn Treaty American Corp), Stock Purchase Agreement (Penn Treaty American Corp)

Notice of Developments. The Sellers will give prompt written notice to the Buyer 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 others of any material adverse development causing a breach of any of his his, her, or its own representations and warranties in Section §3 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, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Business Sale and Membership Interest (Penford Corp), Business Sale and Membership Interest (Penford Corp)

Notice of Developments. The Sellers will give prompt written notice to the Buyer 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 others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 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, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ultralife Batteries Inc), Stock Purchase Agreement (Ultralife Batteries Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer Buyers 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 others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 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, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Sunrise Usa Inc), Stock Purchase Agreement (Sunrise Usa Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer 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 others of any material adverse development causing a breach of any of his or its own representations and warranties in Section §3 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: Stock Purchase Agreement (WellTek Inc), Stock Purchase Agreement (Segmentz Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in Section 4 above4. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 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, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Securities Purchase and Exchange Agreement (TerrAscend Corp.), Securities Purchase and Exchange Agreement

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in Section paragraph 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 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, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Novus Robotics Inc.), Stock Purchase Agreement (Ecoland International)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (National Vision Associates LTD)

Notice of Developments. The Sellers Seller will give prompt written notice to the of Buyer 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 others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 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 Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Share Purchase Agreement (iQSTEL Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer 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 others of any material adverse development causing a breach of any of his or its her own representations and warranties in Section 3 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, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Afc Cable Systems Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer 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 others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 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: Membership Interest Purchase Agreement (Steakhouse Partners Inc)

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

Appears in 1 contract

Samples: 1 Stock Purchase Agreement (Universal Equity Partners Inc)

Notice of Developments. The Sellers will give prompt written notice to ---------------------- the Buyer 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 others of any material adverse development causing a breach of any of his his, or its own representations and warranties in Section 3 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: Contribution and Stock Purchase Agreement (Madison River Capital LLC)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Wintrust Financial Corp)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material materially adverse development causing a breach of any of the representations and warranties in Section 4 above3 and Section 5. Each Party will give prompt written notice to the others of any material materially adverse development causing a breach of any of his or its own representations and warranties in Section 3 above3, Section 4, and Section 5. No disclosure by any Party pursuant to this Section 5(f6(f), however, shall be deemed to amend or supplement the Disclosure Schedule Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Escrow Agreement (Romac International Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in Section Article 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in Section Article 3 above. Such disclosure will be deemed to amend the Disclosure Schedule. No disclosure by any Party pursuant to this Section Article 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: Stock Purchase Agreement (North Face Inc)

Notice of Developments. The Sellers Seller will give (or will cause to be given) prompt written notice to the Buyer 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 others other of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 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, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fields MRS Original Cookies Inc)

Notice of Developments. The Sellers Company and Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in Section 4 3.1 and Article IV above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 3.2 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: Stock Purchase Agreement (NationsHealth, Inc.)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Commonwealth Biotechnologies Inc)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer 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 others of any material adverse development causing a breach of any of his his, her, or its own representations and warranties in Section 3 above. No disclosure by any Party pursuant to this Section 5(f5(d), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Presidential Life Corp)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in Section 4 2.1 or 2.3 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties contained in Section 3 Article II above. No disclosure by any Party pursuant to this Section 5(f)3.6, 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: Stock Purchase Agreement (Geokinetics Inc)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer 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 others other of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 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, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Headway Corporate Resources Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Remote MDX Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer 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 others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 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, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Starbridge Global Inc)

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Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer 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 others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 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, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ultralife Batteries Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer 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 others other of any material adverse development causing a breach of any of his or its own representations and warranties in Section §3 above. No disclosure by any Party pursuant to this Section §5(f), however, shall be deemed to amend or supplement Annex 1, Annex 2, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Purchase Agreement (Elkcorp)

Notice of Developments. The Sellers will give prompt written notice to the Buyer 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 others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 above. 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: Unit Purchase Agreement (Viasat Inc)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in Section 4 Section4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 Section3 above. No disclosure by any Party pursuant to this Section 5(fSection5(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: Stock Purchase Agreement (Aurelio Resource Corp)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in Section 4 Article IV above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 Article III above. No disclosure by any Party pursuant to this Section 5(f)5.06, 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: Stock Purchase Agreement (New England Business Service Inc)

Notice of Developments. The Sellers Seller will give prompt written ---------------------- notice to the Buyer 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 others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 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 (Southwest Water Co)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer 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 others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 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: Exchange Agreement (Swissray International Inc)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer 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 others of any material adverse development causing a breach of any of his or its own representations and warranties in Section §3 above. No disclosure by any Party pursuant to this Section 5(f§5(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 1 contract

Samples: Stock Purchase Agreement (Yaterra Ventures Corp.)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer 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 others other of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 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 Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Monroc Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Remote MDX Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Find the World Interactive, Inc.)

Notice of Developments. The Company and Sellers will give prompt written notice to the Buyer Purchaser 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 others of any material adverse development causing a breach of any of his his, her, or its own representations and warranties in Section 3 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: Stock Purchase Agreement (Group Simec Sa De Cv)

Notice of Developments. The Company and Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in Section SECTION 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her or its own representations and warranties in Section SECTION 3 above. No disclosure by any Party pursuant to this Section 5(fSECTION 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, breach of warranty, warranty or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Von Hoffmann Holdings Inc)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in Section 4 Article IV above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 Article III 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, or breach of covenant.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Ambassadors International Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in Section 4 Article IV above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her, or its own representations and warranties in Section 3 Article III above. No disclosure by any Party pursuant to this Section 5(f)5.6, however, shall be deemed to amend or supplement Schedule 3.1, Schedule 3.2, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Unit Purchase Agreement (Juhl Wind, Inc)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer 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 others of any material adverse development causing a breach of any of his his, her or its own representations and warranties in Section §3 above. No disclosure by any Party pursuant to this Section §5(f), however, shall be deemed to amend or supplement Exhibit “B”, Exhibit “C”, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock for Stock Exchange Agreement (Intac International Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Communication Systems Inc)

Notice of Developments. The Company and Sellers will give prompt written notice to the Buyer 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 others of any material adverse development causing a breach of any of his his, her or its own representations and warranties in Section 3 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, breach of warranty, warranty or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Von Hoffmann Corp)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer 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 others of any material adverse development causing a breach of any of his or its own representations and warranties in Section §3 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, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Share Purchase Agreement (Municipal Mortgage & Equity LLC)

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