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 ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.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 17 contracts
Samples: Asset Purchase Agreement (Lason Inc), Asset Contribution Agreement (Asset Investors Corp), Asset Purchase Agreement (Freedom Surf 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 ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.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 6 contracts
Samples: Agreement and Plan of Share Exchange (Internet Multi-Media Corp), Agreement and Plan of Merger (Ponte Nossa Acquisition Corp), Agreement and Plan of Share Exchange (Internet Multi-Media Corp)
Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.5(h), however, shall be deemed to amend or supplement the their respective Disclosure Schedule Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Stage Stores Inc), Agreement and Plan of Merger (Stage Stores Inc), Agreement and Plan of Merger (Anthony C R Co)
Notice of Developments. Each Party will give prompt written notice to the other Party Parties of any material adverse development causing a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.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: Exercise and Conversion Agreement (Tidel Technologies Inc), Asset Purchase Agreement (Source Information Management Co)
Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.5(g), however, shall be deemed to amend or supplement the Company Disclosure Schedule Letter or Acquiror Disclosure Letter or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Netrix Corp), Agreement and Plan of Merger (Netrix Corp)
Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development event giving rise to a Material Adverse Effect and causing a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.5(i), however, shall be deemed to amend or supplement the Company Disclosure Schedule Schedule, or the AAC Disclosure Schedule, as the case may be, or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cable Systems Holding LLC), Agreement and Plan of Merger (Ipc Information Systems Inc)
Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.5(g), however, shall be deemed to amend or supplement the Company Disclosure Schedule Letter or Parent Disclosure Letter or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viatel Inc), Agreement and Plan of Merger (Destia Communications Inc)
Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing development, including a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.5(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 1 contract
Samples: Asset Purchase and Sale Agreement (Arch Communications Group 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 ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(f), 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: Agreement (Windsortech Inc)
Notice of Developments. Each Party will give prompt written notice to the other Party Parties of any material adverse development causing a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.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 (Source Information Management Co)
Notice of Developments. Each Party will give prompt written notice to the other Party of the occurrence of any material adverse development causing event that would constitute a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.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, except as otherwise provided in ss.3 above.
Appears in 1 contract
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 ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss. 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: Exhibit Index (Labarge Inc)
Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.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: Agreement and Plan of Reorganization (Dental Patient Care America 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 ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.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.. Freestar Technologies, Inc., August 8, 2001 page 20
Appears in 1 contract
Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of his or its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or the Buyer Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
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 ss.3 ss. 3 and ss.4 ss. 4 above. No disclosure by any Party pursuant to this ss.5(fss. 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
Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.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
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 ss.3 ss. 3 and ss.4 abovess. 4. No disclosure by any Party pursuant to this ss.5(f)ss. 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 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Be Aerospace 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 ss.3 and or ss.4 above, as the case may be. No disclosure by any Party pursuant to this ss.5(fss.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
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 ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(f), however, shall be deemed to amend or supplement supplemEnt the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
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 ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.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
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 ss.3 and ss.4 above, in any material respect. No disclosure by any Party pursuant to this ss.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 (Mim Corp)
Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in ss.3 and or ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.5(d), however, shall be deemed to amend or supplement the Disclosure Schedule Annex I or Annex II, or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.
Appears in 1 contract
Samples: Stock Purchase Agreement (Mattress Discounters 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 ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.4(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 1 contract
Samples: Units Purchase Agreement (U S Restaurant Properties Master L P)
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 ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.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