Common use of Notice of Material Adverse Developments Clause in Contracts

Notice of Material Adverse Developments. Each Party shall give prompt written notice to the other Parties of any material adverse effect on its Condition, or any material adverse development affecting the assets, liabilities, business, financial condition, operations, results of operations, or future prospects of such Party and its Subsidiaries taken as a whole, including without limitation (i) any material change in its business or operations, (ii) any material complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Regulatory Authority, (iii) the institution or the threat of material litigation involving such Party, or (iv) any event or condition that might be reasonably expected to cause any of such Party's representations and warranties set forth herein not to be true and correct in all material respects as of the Closing Date. Each Party shall also give prompt written notice to the other Parties of any other material adverse development affecting the ability of such Party to consummate the transactions contemplated by this Agreement. Any such notices shall be accompanied by copies of any and all pertinent documents, correspondence and similar papers relevant to a complete understanding of such material adverse development, which shall be promptly updated as necessary. CBF shall have 20 business days after Community National Bank gives any written notice pursuant to this Section 5(l) within which to exercise any right CBF may have to terminate this Agreement pursuant to Section 7(a)(iv) below by reason of the material adverse development, and Community National Bank likewise shall have 20 business days after CBF gives any written notice pursuant to this Section 5(l) within which to exercise any right Community National Bank may have to terminate this Agreement pursuant to Section 7(a)(iii) below by reason of the material adverse development. Unless one of the Parties terminates this Agreement within the aforementioned period, the written notice of a material development shall be deemed to have amended the Disclosure Schedule, to have qualified the representations and warranties contained herein, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the material adverse development.

Appears in 2 contracts

Samples: Centerstate Banks of Florida Inc, Centerstate Banks of Florida Inc

AutoNDA by SimpleDocs

Notice of Material Adverse Developments. Each Party shall give prompt written notice to the other Parties of any material adverse effect on its Condition, or any material adverse development affecting the assets, liabilities, business, financial condition, operations, results of operations, or future prospects of such Party and its Subsidiaries taken as a whole, including without limitation (i) any material change in its business or operations, (ii) any material complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Regulatory Authority, (iii) the institution or the threat of material litigation involving such Party, or (iv) any event or condition that might be reasonably expected to cause any of such Party's representations and warranties set forth herein not to be true and correct in all material respects as of the Closing Date. Each Party shall also give prompt written notice to the other Parties of any other material adverse development affecting the ability of such Party to consummate the transactions contemplated by this Agreement. Any such notices shall be accompanied by copies of any and all pertinent documents, correspondence and similar papers relevant to a complete understanding of such material adverse development, which shall be promptly updated as necessary. CBF shall have 20 business days after Community National Bank First National/Polk gives any written notice pursuant to this Section 5(l) within which to exercise any right CBF may have to terminate this Agreement pursuant to Section 7(a)(iv) below by reason of the material adverse development, and Community National Bank First National/Polk likewise shall have 20 business days after CBF gives any written notice pursuant to this Section 5(l) within which to exercise any right Community National Bank First National/Polk may have to terminate this Agreement pursuant to Section 7(a)(iii) below by reason of the material adverse development. Unless one of the Parties terminates this Agreement within the aforementioned period, the written notice of a material development shall be deemed to have amended the Disclosure Schedule, to have qualified the representations and warranties contained herein, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the material adverse development.

Appears in 2 contracts

Samples: Centerstate Banks of Florida Inc, Centerstate Banks of Florida Inc

Notice of Material Adverse Developments. Each Party shall give prompt written notice to the other Parties of any material adverse effect on its Condition, or any material adverse development affecting the assets, liabilities, business, financial condition, operations, results of operations, or future prospects of such Party and its Subsidiaries taken as a whole, including without limitation (i) any material change in its business or operations, (ii) any material complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Regulatory Authority, (iii) the institution or the threat of material litigation involving such Party, or (iv) any event or condition that might be reasonably expected to cause any of such Party's representations and warranties set forth herein not to be true and correct in all material respects as of the Closing Date. Each Party shall also give prompt written notice to the other Parties of any other material adverse development affecting the ability of such Party to consummate the transactions contemplated by this Agreement. Any such notices shall be accompanied by copies of any and all pertinent documents, correspondence and similar papers relevant to a complete understanding of such material adverse development, which shall be promptly updated as necessary. CBF shall have 20 business days after Community National Bank First National/Osceola gives any written notice pursuant to this Section 5(l) within which to exercise any right CBF may have to terminate this Agreement pursuant to Section 7(a)(iv) below by reason of the material adverse development, and Community National Bank First National/Osceola likewise shall have 20 business days after CBF gives any written notice pursuant to this Section 5(l) within which to exercise any right Community National Bank First National/Osceola may have to terminate this Agreement pursuant to Section 7(a)(iii) below by reason of the material adverse development. Unless one of the Parties terminates this Agreement within the aforementioned period, the written notice of a material development shall be deemed to have amended the Disclosure Schedule, to have qualified the representations and warranties contained herein, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the material adverse development.have

Appears in 1 contract

Samples: Centerstate Banks of Florida Inc

AutoNDA by SimpleDocs

Notice of Material Adverse Developments. Each Party shall give prompt written notice to the other Parties of any material adverse effect on its Condition, or any material adverse development affecting the assets, liabilities, business, financial condition, operations, results of operations, or future prospects of such Party and its Subsidiaries taken as a whole, including without limitation (i) any material change in its business or operations, (ii) any material complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Regulatory Authority, (iii) the institution or the threat of material litigation involving such Party, or (iv) any event or condition that might be reasonably expected to cause any of such Party's representations and warranties set forth herein not to be true and correct in all material respects as of the Closing Date. Each Party shall also give prompt written notice to the other Parties of any other material adverse development affecting the ability of such Party to consummate the transactions contemplated by this Agreement. Any such notices shall be accompanied by copies of any and all pertinent documents, correspondence and similar papers relevant to a complete understanding of such material adverse development, which shall be promptly updated as necessary. CBF shall have 20 business days after Community National Bank First National/Osceola gives any written notice pursuant to this Section 5(l) within which to exercise any right CBF may have to terminate this Agreement pursuant to Section 7(a)(iv) below by reason of the material adverse development, and Community National Bank First National/Osceola likewise shall have 20 business days after CBF gives any written notice pursuant to this Section 5(l) within which to exercise any right Community National Bank First National/Osceola may have to terminate this Agreement pursuant to Section 7(a)(iii) below by reason of the material adverse development. Unless one of the Parties terminates this Agreement within the aforementioned period, the written notice of a material development shall be deemed to have amended the Disclosure Schedule, to have qualified the representations and warranties contained herein, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the material adverse development.

Appears in 1 contract

Samples: Centerstate Banks of Florida Inc

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!