Common use of Notice of Material Developments Clause in Contracts

Notice of Material Developments. Each Party shall give prompt written notice to the other Party of any (i) representation or warranty made by such Party in this Agreement which was true as of the date of this Agreement, but which subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement), (ii) breach of any covenant under this Agreement by such Party, and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated in this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Tandem Health Care, Inc.), Asset Purchase Agreement (Tandem Health Care, Inc.)

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Notice of Material Developments. Each Party shall give prompt written notice to the other Party Parties of: (a) any material variances in any of its representations or warranties contained in Articles 2 or 3 above, as the case may be (the Disclosure Schedule); (b) any (i) representation or warranty made by such Party in this Agreement which was true as of the date of this Agreement, but which subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement), (ii) breach of any covenant under this Agreement or agreement hereunder by such Party, ; and (iiic) any other material development affecting which adversely affects the ability of such Party to consummate the transactions contemplated in by this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Blue Earth, Inc.), Asset Purchase Agreement (Blue Earth, Inc.)

Notice of Material Developments. Each Party shall give prompt written notice to the other Party Parties of any (i) representation any variances in any of its representations or warranty made by such Party warranties contained in this Agreement which was true as of the date of this Agreement, but which subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement), (ii) any breach of any covenant under this Agreement hereunder by such Party, Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated in by this Agreement.

Appears in 2 contracts

Samples: Share Purchase Agreement (Gerber Childrenswear Inc), Stock Purchase Agreement (Gerber Childrenswear Inc)

Notice of Material Developments. Each Party shall give prompt written notice to the other Party Parties of any (i) representation any known material variances in any of its representations or warranty made by such Party warranties contained in this Agreement which was true Sections 5, 6 or 7 below, as of the date of this Agreement, but which subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement)case may be, (ii) any known breach of any covenant under this Agreement hereunder by such Party, Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated in by this Agreement.

Appears in 2 contracts

Samples: Recapitalization Agreement (Netcom Systems Inc), Recapitalization Agreement (Netcom Systems Inc)

Notice of Material Developments. Each Party shall give prompt written notice to the other Party Parties of any (i) representation any material variances in any of its representations or warranty made by such Party warranties contained in this Agreement which was true Section 6 or Section 8F below, as of the date of this Agreement, but which subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement)applicable, (ii) any material breach of any covenant under this Agreement hereunder by such Party, Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated in by this Agreement, including the Manugistics Acquisition.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Thoma Cressey Equity Partners Inc), Preferred Stock Purchase Agreement (Jda Software Group Inc)

Notice of Material Developments. Each Party shall give prompt written notice to the other Party Parties of any (i) representation any variances in any of its representations or warranty made by such Party warranties contained in this Agreement which was true as of the date of this Agreement, but which subsequently becomes untrue (Section 5 or which such Party learns was not true as of the date of this Agreement)6 below, (ii) any breach of any covenant under this Agreement hereunder by such Party, Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated in by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Natg Holdings LLC)

Notice of Material Developments. Each Party shall give prompt ------------------------------- written notice to the other Party Parties of any (i) representation any variances in any of its representations or warranty made by such Party warranties contained in this Agreement which was true Sections 5, 6 or 7 below, as of the date of this Agreement, but which subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement)case may be, (ii) any breach of any covenant under this Agreement hereunder by such Party, Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated in by this Agreement.

Appears in 1 contract

Samples: Recapitalization Agreement (E Tek Dynamics Inc)

Notice of Material Developments. Each Party shall give prompt written notice to the other Party Parties of any (i) representation any variances in any of its representations or warranty made by such Party warranties contained in this Agreement which was true Section 6 or Section 8F below, as of the date of this Agreement, but which subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement)applicable, (ii) any breach of any covenant under this Agreement hereunder by such Party, Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated in by this Agreement.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Gevity Hr)

Notice of Material Developments. Each Party shall give prompt written notice to the other Party Parties as soon as possible of any (i) representation any material variances in any of its representations or warranty made by such Party warranties contained in this Agreement which was true as of the date of this Agreement, but which subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement), (ii) any material breach of any covenant under this Agreement hereunder by such Party, and (iii) any other material development affecting which would render any of the ability conditions in Section 7.4 incapable of such Party to consummate the transactions contemplated in this Agreementbeing satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Remington Arms Co Inc/)

Notice of Material Developments. Each Party shall give prompt written notice to the other Party Parties of any (i) representation any variances in any of its representations or warranty made by such Party warranties contained in this Agreement which was true Sections 6, 7, 8 or 9 below, as of the date of this Agreement, but which subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement)case may be, (ii) any breach of any covenant under this Agreement hereunder by such Party, Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated in this AgreementTransaction.

Appears in 1 contract

Samples: Asset Purchase Agreement (Safety Kleen Corp/)

Notice of Material Developments. Each Party shall give prompt written notice to the other Party Parties of any (i) representation any material variances in any of its representations or warranty made by such Party warranties contained in this Agreement which was true Articles V or VI herein, as of the date of this Agreement, but which subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement)case may be, (ii) any breach of any covenant under this Agreement hereunder by such Party, and (iii) any other material development of which it becomes aware affecting the ability of such Party to consummate the transactions contemplated in by this Agreement.

Appears in 1 contract

Samples: Master Purchase and Sale Agreement

Notice of Material Developments. Each Party party shall give prompt written notice to the other Party of any parties of: (i) representation any variances in any of its representations or warranty made by such Party warranties contained in this Agreement which was true Article 4, Article 5, or Article 9, as of the date of this Agreement, but which subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement), case may be; (ii) any breach of any covenant under this Agreement hereunder by such Party, party; and (iii) any other material development affecting the ability of such Party party to consummate the transactions contemplated in by this Agreement.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (MJ Holdings, Inc.)

Notice of Material Developments. Each Party shall give prompt written notice to the other Party of any (i) representation representations or warranty made by such Party warranties contained in this Agreement which was true as of the date of this Agreement, but which has subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement)become untrue, (ii) breach of any covenant under this Agreement by such Party, and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated in this Agreement.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (LDM Technologies Inc)

Notice of Material Developments. Each Party party shall give prompt written notice to the other Party parties of any (i) representation any material variances in any of its representations or warranty made by such Party warranties contained in this Agreement which was true Articles V, V.1, V.2, VI or VI.1 below, as of the date of this Agreement, but which subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement)case may be, (ii) any breach of any covenant under this Agreement hereunder by such Party, party and (iii) any other material development affecting the ability of such Party party to consummate the transactions contemplated in by this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Regis Corp)

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Notice of Material Developments. Each Party shall give prompt written notice to the other Party Parties of any (i) representation any material variances in any of its representations or warranty made by such Party warranties contained in this Agreement which was true Section 6 or Section 8F below, as of the date of this Agreement, but which subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement)applicable, (ii) any material breach of any covenant under this Agreement hereunder by such Party, Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated in by this Agreement, including the NLASCO Acquisition.

Appears in 1 contract

Samples: Stock Purchase Agreement (Affordable Residential Communities Inc)

Notice of Material Developments. Each Party shall give prompt written notice to the other Party Parties of any (i) representation any variances in any of its representations or warranty made by such Party warranties contained in this Agreement which was true as of the date of this Agreement, but which subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement), (ii) any material breach of any covenant under this Agreement hereunder by such Party, and (iii) any other material development affecting which would render any of the ability conditions in Section 2 or 3 incapable of such Party to consummate the transactions contemplated in this Agreementbeing satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sleepmaster LLC)

Notice of Material Developments. Each Party shall will give prompt ------------------------------- written notice to the other Parties when such Party becomes aware of any (i) representation or warranty made by of such Party contained in this Agreement agreement which was true as of the date of this Agreement, hereof but which has subsequently becomes become untrue (or which such Party learns was not true as of the date of this Agreement)in any material respect, (ii) breach of any covenant under this Agreement hereunder by any such Party, Party and (iii) any other material development affecting the ability of any such Party to consummate the transactions contemplated in by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Alliance Laundry Holdings LLC)

Notice of Material Developments. Each Party shall give prompt written notice to the other Party Parties of any (i) representation or warranty made by such Party contained in this Agreement which was true as of the date of this Agreement, but which has subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement)become untrue, (ii) breach of any covenant under this Agreement by such Party, and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Harvard Bioscience Inc)

Notice of Material Developments. Each Party shall give prompt written notice to the other Party Parties as soon as possible of any (i) representation any material variances in any of its representations or warranty made by such Party warranties contained in this Agreement which was true as of the date of this Agreement, but which subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement), (ii) any material breach of any covenant under this Agreement hereunder by such Party, and (iii) any other material development affecting which would render any of the ability conditions in Section 2 or 3 incapable of such Party to consummate the transactions contemplated in this Agreementbeing satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lower Road Associates LLC)

Notice of Material Developments. Each Party shall give prompt written notice to the other Party Parties of any (i) representation any material variances in any of its representations or warranty made by such Party warranties contained in this Agreement which was true Sections 6, 7 or 8 below, as of the date of this Agreement, but which subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement)case may be, (ii) any breach of any covenant under this Agreement hereunder by such Party, Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated in by this Agreement.

Appears in 1 contract

Samples: Stock Purchase and Contribution Agreement (Komag Inc /De/)

Notice of Material Developments. Each Party shall give prompt written notice to the other Party Parties of any (i) representation or warranty made by of such Party contained in this Agreement which was true as of the date of this Agreement, but which has subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement)become untrue, (ii) breach Breach of any covenant under this Agreement by such Party, and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated in this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Bingham Financial Services Corp)

Notice of Material Developments. Each Party shall give prompt written notice to the other Party of any (i) representation or warranty made by such Party contained in this Agreement which was true as of the date of this Agreement, but which has subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement)become untrue, (ii) breach of any covenant under this Agreement by such Party, and (iii) any other material development affecting the ability of such Party party to consummate the transactions contemplated in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Segmentz Inc)

Notice of Material Developments. Each Party shall give prompt written notice to the other Party Parties of any (i) representation any variances in any of its representations or warranty made by such Party warranties contained in this Agreement which was true as of the date of this Agreement, but which subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement), (ii) any breach of any covenant under this Agreement hereunder by such Party, and (iii) any other material development affecting which would render any of the ability conditions in Section 2 or 3 incapable of such Party to consummate the transactions contemplated in this Agreementbeing satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lower Road Associates LLC)

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