Common use of Notice of Material Developments Clause in Contracts

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any variances in any of its representations or warranties contained in this Agreement, (ii) any breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by this Agreement.

Appears in 2 contracts

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

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Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any known material variances in any of its representations or warranties contained in this AgreementSections 5, 6 or 7 below, as the case may be, (ii) any known breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated 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 Parties of (i) any material variances in any of its representations or warranties contained in this AgreementSection 6 or Section 8F below, as applicable, (ii) any material breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated 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 Parties of of: (ia) any material variances in any of its representations or warranties contained in this AgreementArticles 2 or 3 above, as the case may be (iithe Disclosure Schedule); (b) any breach of any covenant or agreement hereunder by such Party Party; and (iiic) any other material development affecting which adversely affects the ability of such Party to consummate the transactions contemplated 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 party shall give prompt written notice to the other Parties of parties of: (i) any variances in any of its representations or warranties contained in this AgreementArticle 4, Article 5, or Article 9, as the case may be; (ii) any breach of any covenant hereunder by such Party party; and (iii) any other material development affecting the ability of such Party party to consummate the transactions contemplated 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 Parties of (i) any variances in any of its representations or warranties contained in this AgreementSections 6, 7, 8 or 9 below, as the case may be, (ii) any breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by 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 Parties of (i) any variances in any of its representations or warranties contained in this Agreement, (ii) any material breach of any covenant hereunder by such Party 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 by this Agreementbeing satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sleepmaster LLC)

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any material variances in any of its representations or warranties contained in this AgreementSection 6 or Section 8F below, as applicable, (ii) any material breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated 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 Parties as soon as possible of (i) any material variances in any of its representations or warranties contained in this Agreement, (ii) any material breach of any covenant hereunder by such Party 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 by 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 Parties of (i) any variances in any of its representations or warranties contained in this Agreement, (ii) any breach of any covenant hereunder by such Party 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 by this Agreementbeing satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lower Road Associates LLC)

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any material variances in any of its representations or warranties contained in this AgreementArticles V or VI herein, as the case may be, (ii) any breach of any covenant hereunder by such Party Party, and (iii) any other material development of which it becomes aware affecting the ability of such Party to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Master Purchase and Sale Agreement

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Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any material variances in any of its representations or warranties contained in this AgreementSections 6, 7 or 8 below, as the case may be, (ii) any breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated 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 Parties of (i) any variances in any of its representations or warranties contained in this AgreementSection 5 or 6 below, (ii) any breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated 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 Parties as soon as possible of (i) any material variances in any of its representations or warranties contained in this Agreement, (ii) any material breach of any covenant hereunder by such Party 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 by 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 Parties of (i) any variances in any of its representations or warranties contained in this AgreementSection 6 or Section 8F below, as applicable, (ii) any breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated 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 Parties of (i) any variances in any of its representations or warranties contained in this AgreementSections 5, 6 or 7 below, as the case may be, (ii) any breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Recapitalization Agreement (E Tek Dynamics Inc)

Notice of Material Developments. Each Party party shall give prompt written notice to the other Parties parties of (i) any material variances in any of its representations or warranties contained in this AgreementArticles V, V.1, V.2, VI or VI.1 below, as the case may be, (ii) any breach of any covenant hereunder by such Party party and (iii) any other material development affecting the ability of such Party party to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Regis Corp)

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