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

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 Party of any (i) any variances in any of its representations representation or warranties contained 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) any breach of any covenant hereunder under this Agreement by such Party Party, and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by in this Agreement.

Appears in 2 contracts

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

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of any (i) any variances in any representation or warranty of its representations or warranties such Party contained in this Agreement which was true as of the date of this Agreement, but which has subsequently become untrue, (ii) any breach Breach of any covenant hereunder under this Agreement by such Party Party, and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by 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 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 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 Party of any (i) any variances in any of its representations representation or warranties warranty contained in this Agreement which was true as of the date of this Agreement, but which has subsequently become untrue, (ii) any breach of any covenant hereunder under this Agreement by such Party Party, and (iii) any other material development affecting the ability of such Party party to consummate the transactions contemplated by 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 Parties of any (i) any variances in any of its representations representation or warranties warranty contained in this Agreement which was true as of the date of this Agreement, but which has subsequently become untrue, (ii) any breach of any covenant hereunder under this Agreement by such Party Party, and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by 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 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 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 will give prompt ------------------------------- written notice to the other Parties when such Party becomes aware of any (i) any variances in any representation or warranty of its representations or warranties such Party contained in this Agreementagreement which was true as of the date hereof but which has subsequently become untrue in any material respect, (ii) any breach of any covenant hereunder by any such Party and (iii) any other material development affecting the ability of any such Party to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alliance Laundry 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 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 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 party hereto shall give prompt written notice to the other Parties parties of (ia) any material variances in any of its representations or warranties contained in this AgreementARTICLE III, ARTICLE IV or ARTICLE V, as the case may be, (iib) any material breach of any covenant or agreement hereunder by such Party party and (iiic) any other material development affecting the ability of such Party party to consummate the transactions contemplated by this Agreement. Delivery of any such notice by any party hereto shall have no effect on the rights and obligations of the parties hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Red White & Bloom Brands 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 variances material breach in any of its representations or warranties contained in this AgreementArticle 3 or Article 4, as the case may be, of which such Party becomes aware, (ii) any breach of any covenant or agreement hereunder by such Party of which such Party becomes aware, and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by this AgreementAgreement in accordance with the terms hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Platinum Energy Resources Inc)

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

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (LDM Technologies 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 NLASCO Acquisition.

Appears in 1 contract

Samples: Stock Purchase Agreement (Affordable Residential Communities 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: Z) Stock Purchase Agreement (Regis 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 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)

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