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 Sections 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. After the Purchaser has received any such notice from the Company or the Shareholders, the Purchaser shall have twenty (20) business days to terminate this Agreement if the subject of such notice would reasonably be expected to result in a Material Adverse Effect either individually or in the aggregate. Unless the Purchaser exercises such right within twenty (20) days of its receipt of such notice, the written notice pursuant to this Section 4I will be deemed to have amended the Schedules, to have qualified the representations and warranties contained in Sections 5 or 6 with respect to such notice, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such development; provided, that the Company and the Shareholders agree to use their commercially reasonable best efforts to cure any such misrepresentation or breach prior to the Closing Date notwithstanding the acceptance of the Purchaser or the deemed amendment to the representations, warranties, Schedules or Exhibits as a result of this Section 4I. Additionally, if the Purchaser receives any such notice after February 14, 1996, the Purchaser may, at its option, elect to extend the termination date set forth in Section 1F and Section 11A(iii) by ten (10) days, and the Schedules will not be deemed amended, the representations and warranties will not be deemed qualified and such breach will not be deemed cured until the Purchaser accepts such notice in writing.

Notice of Material Developments. Each Party party shall give deliver prompt ------------------------------- written notice to the other Parties parties of (i) the occurrence or non occurrence of any variances event the occurrence or non occurrence of which results in any of its representations or warranties contained in Sections 5, 6 Article V or 7 Article VI below, as the case may be, being untrue or inaccurate in any material respect (or, in the case of any representation or warranty qualified by its terms by materiality including the words “material” or “Material Adverse Effect”, then untrue or inaccurate in any respect) and (ii) any breach of of, or failure to comply in any material respect with, any covenant hereunder by such Party party. No such notices or disclosures shall be deemed to amend this Agreement or the Schedules hereto for any purposes hereof; provided that, one time prior to the Closing (but no later than three (3) Business Days prior to the Closing), the Company shall have the right to supplement, modify and/or update the Disclosure Schedules with respect to matters or developments arising after the date of this Agreement solely in respect of (A) the last sentence in Section 5.2, and (iiiB) any Section 5.12, if (and only if) such matters or developments (individually or together with all other material development affecting breaches or inaccuracies of Seller’s and the ability Company’s representations and warranties) would reasonably be expected to prevent the satisfaction of the condition set forth in Section 3.1(a) (a “Disclosure Update”). If the Company delivers a Disclosure Update to Buyer, then Buyer may terminate this Agreement as provided Section 7.1(f) of this Agreement by delivering a written termination notice to the Company within three (3) Business Days after its receipt of such Party Disclosure Update (a “Disclosure Update Termination Notice”). Notwithstanding anything herein to consummate the contrary, unless Buyer provides a Disclosure Update Termination Notice within such three (3) Business Day period pursuant to this Section 4.5, Buyer shall be deemed to have waived its right to terminate this Agreement under Section 7.1(f) or prevent the consummation of the transactions contemplated by this Agreement. After Agreement pursuant to Section 3.1(a) with respect to the Purchaser has received any information disclosed in such notice from Disclosure Update, and Seller and the Company or the Shareholders, the Purchaser shall have twenty (20) business days to terminate this Agreement if the subject of such notice would reasonably be expected to result in a Material Adverse Effect either individually or in the aggregate. Unless the Purchaser exercises such right within twenty (20) days of its receipt of such notice, the written notice pursuant to this Section 4I will not be deemed to have amended the Schedulesbe in breach of any representation, to have qualified the representations and warranties contained in Sections 5 warranty, covenant or 6 agreement hereunder with respect to such notice, and to have cured the information disclosed in any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such development; provided, that the Company and the Shareholders agree to use their commercially reasonable best efforts to cure any such misrepresentation or breach prior to the Closing Date notwithstanding the acceptance of the Purchaser or the deemed amendment to the representations, warranties, Schedules or Exhibits as a result of this Section 4I. Additionally, if the Purchaser receives any such notice after February 14, 1996, the Purchaser may, at its option, elect to extend the termination date set forth in Section 1F and Section 11A(iii) by ten (10) days, and the Schedules will not be deemed amended, the representations and warranties will not be deemed qualified and such breach will not be deemed cured until the Purchaser accepts such notice in writingDisclosure Update.

Notice of Material Developments. (a) Each Party shall of Parent and Seller, on the one hand, and Purchaser, on the other hand, shall, prior to the Closing, give prompt ------------------------------- written notice to the other Parties if any of Parent, Seller or Purchaser becomes aware of (i) any variances inaccuracy of or variance in any of its representations or warranties contained in Sections 5, 6 Article III or 7 belowArticle IV, as the case may be, that results in or would reasonably be expected to result in Losses (including for clarity, any reduction in the enterprise value of the Business, calculated as a multiple of earnings before interest, taxes, depreciation and amortization (“EBITDA”) of the Business) to be indemnified by Parent and Seller in favor of the Purchaser Parties under Section 9.02(a) that would be in excess of $20,000,000, (ii) any breach of any covenant or agreement 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. After the Purchaser has received Delivery of any such notice from the Company or the Shareholders, the Purchaser by any party hereto shall have twenty no effect on the rights and obligations of the parties hereunder. (20b) business days Without limiting Section 6.11(a), if any party delivers written notice of a material development to terminate this Agreement if the subject of such notice other parties pursuant to Section 6.11(a) that results in or would reasonably be expected to result in the failure of the representations and warranties of Seller and Parent set forth in this Agreement that are not Specified Representations and Warranties, or set forth in clause (ii) of Section 4.08, to be true and correct on and as of the Closing Date (other than those representations and warranties that address matters only as of a Material Adverse Effect either particular date), in each case where the failure of such representations and warranties to be so true and correct would, individually or in the aggregate. Unless , result in or reasonably be expected to result in Losses (including for clarity, any reduction in the enterprise value of the Business, calculated as a multiple of EBITDA of the Business) to be indemnified by Parent and Seller in favor of the Purchaser exercises such right within twenty Parties under Section 9.02(a) that would be in excess of $20,000,000, then: (20i) days of its receipt of such notice, if the written notice delivered pursuant to this Section 4I will 6.11(a) is (A) delivered by Parent or Seller, it shall be deemed to have amended the Schedulesaccompanied by, to have qualified the representations and warranties contained in Sections 5 or 6 with respect to such notice(B) delivered by Purchaser, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such development; providedthen, that the Company and the Shareholders agree to use their commercially reasonable best efforts to cure any such misrepresentation or breach prior to the Closing Date notwithstanding the acceptance of the Purchaser or the deemed amendment to the representations, warranties, Schedules or Exhibits as a result of this Section 4I. Additionally, if the Purchaser receives any such notice after February 14, 1996, the Purchaser may, at its option, elect to extend the termination date set forth in Section 1F and Section 11A(iii) by within ten (10) daysdays following such delivery, Parent and/or Seller shall deliver to Purchaser, a statement of the amount of such reasonably expected indemnifiable Losses as reasonably and in good faith determined by Parent and/or Seller, and an explanation in reasonable detail of the facts regarding the matters set forth in such notice and of the methodology and supporting facts in respect of the calculation of the amount of such indemnifiable Losses, together with any material written documentation in respect thereof (such a notice, a “Triggering Interim Breach Notice”, and the Schedules will not be deemed amendedmaterial development in respect thereof, the representations and warranties will not be deemed qualified and such breach will not be deemed cured until the Purchaser accepts such notice in writingan “Interim Breach”).

Notice of Material Developments. Each Party party shall promptly notify the other party of any changes or additions to any such party's Schedules to this Agreement, as soon as practicable; provided that notwithstanding any provision to the contrary, if an MAE Notice is delivered to Buyer or Holdings within five business days of any date scheduled for Closing, then Buyer may delay the Closing Date until the date that is five business days following the date such MAE Notice has been delivered to Buyer or Holdings. Except as set forth in Section 4.13 below, no such updates made pursuant to this Section 4.7 shall be deemed to cure any inaccuracy of any representation or warranty made in this Agreement as of the date hereof, unless each of the nonbreaching parties specifically agrees thereto in writing, nor shall any such notification be considered to constitute or give rise to a waiver by each of the nonbreaching parties of any condition set forth in this Agreement. Without limiting the generality of the foregoing, each party shall give prompt ------------------------------- written notice to the other Parties parties of (i) any variances in any of its representations or warranties contained in Sections 5Article V, 6 Article VI or 7 belowArticle VII above, as the case may be, (ii) any breach of any covenant or agreement hereunder by such Party party and (iii) any other material event or development affecting the likely to impair such party's ability of such Party to consummate the transactions contemplated by this Agreement. After Notwithstanding the Purchaser has received foregoing, if any facts, events or circumstances occur after the date of this Agreement which would cause the representations and warranties contained in Article VI to not be true and correct on the Closing Date in a manner which would reasonably be expected to result in a Material Adverse Effect, the Sellers' Representative may provide the Buyer with a notice (the "MAE Notice") which would inform the Buyer with reasonable specificity of any such notice from facts, events or circumstances and the Company resulting breach of Sellers' or the Shareholders, Company's representations and warranties as of the Purchaser shall have twenty (20) business days to terminate this Agreement if the subject of such notice Closing Date which would reasonably be expected to result in a Material Adverse Effect either individually and expressly grant Buyer the option of terminating this Agreement or in consummating the aggregatetransactions contemplated hereby. Unless the Purchaser exercises such right within twenty (20) days of its receipt of such notice, the written notice If Buyer receives a MAE Notice and does not terminate this Agreement pursuant to this Section 4I 8.1(f), Buyer will not be deemed entitled to have amended the Schedules, to have qualified the representations and warranties contained in Sections 5 or 6 recover any Losses with respect to breaches of representations or warranties which arise and are reasonably apparent from facts occurring after the date hereof which are identified in such notice, and MAE Notice pursuant to have cured any misrepresentation Article IX or breach of warranty that otherwise might have existed hereunder by reason of such development; provided, that the Company and the Shareholders agree to use their commercially reasonable best efforts to cure any such misrepresentation or breach prior to the Closing Date notwithstanding the acceptance of the Purchaser or the deemed amendment to the representations, warranties, Schedules or Exhibits as a result of this Section 4I. Additionally, if the Purchaser receives any such notice after February 14, 1996, the Purchaser may, at its option, elect to extend the termination date set forth in Section 1F and Section 11A(iii) by ten (10) days, and the Schedules will not be deemed amended, the representations and warranties will not be deemed qualified and such breach will not be deemed cured until the Purchaser accepts such notice in writingotherwise.