Notices of Certain Matters. Prior to the Closing, (i) the Company shall give prompt written notice to the Purchaser of the occurrence or non-occurrence of any event known to the Company the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty contained in Article 2 to be materially untrue, or of the failure of the Company to comply with or satisfy any covenant or agreement under this Agreement, and (ii) the Purchaser shall give prompt written notice to the Company of the occurrence or non-occurrence of any event known to the Purchaser the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty contained in Article 3 to be materially untrue, or of the failure of the Purchaser to comply with or satisfy any covenant or agreement under this Agreement; provided that the delivery of any notice pursuant to this Section 4.4 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.
Notices of Certain Matters. From the date of this Agreement until the Closing, Buyer and Seller shall each promptly notify the other in writing of any pending or, to the Knowledge of such Party, threatened, Legal Proceeding (a) challenging or seeking damages in connection with the transactions contemplated hereunder or (b) seeking to restrain or prohibit the consummation of the transactions contemplated hereunder. The Parties shall reasonably cooperate with each other in defending against any such Legal Proceeding, including seeking to have vacated or reversed any stay or temporary restraining order entered in connection therewith by any court or other Governmental Entity.
Notices of Certain Matters. Borrower shall give notice to County, within ten (10) days after Xxxxxxxx receives actual knowledge thereof, of each of the following:
(a) Any litigation or claim against the Borrower relating to the Property or the Project and involving an amount in excess of $25,000 and any litigation or claim that might subject Borrower or any constituent partner of Borrower to liability in excess of $50,000, whether covered by insurance or not;
(b) Any dispute between Borrower and any governmental or public agency relating to the Property or the Project, the adverse determination of which might materially affect the Project;
(c) Any trade name hereafter used by Borrower and any change in Borrower’s principal place of business;
(d) Any Event of Default or event, which, with the giving of notice or the passage of time, without ameliorative action, or both, would constitute an Event of Default;
(e) Any default by Borrower or any other party under any Loan Document or Mortgage Document, or the receipt by Borrower of any notice of default under any Loan Document or Mortgage Document;
(f) The creation or imposition of any mechanics’ lien or other lien against the Project;
(g) The presence of any hazardous materials on, under or about the Property or the Project; any enforcement, clean-up, removal or other action or requirement of any local, state or federal governmental or quasi-governmental authority with jurisdiction relating to any such hazardous materials; and the existence of any occurrence of conditions on any property in the vicinity of the Project that could cause any portion of the Project to be classified as “border-zone property” under the provisions of the California Health and Safety Code or any related regulations, or that could cause the Project to be otherwise subject to any restrictions relating to hazardous materials; and
(h) Any material adverse change in the financial condition of Borrower or any of its constituent general partners.
Notices of Certain Matters. Prior to the Closing, (i) the Company shall give prompt written notice to the Investor of the occurrence or non-occurrence of any event known to the Company the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty contained in ARTICLE III to be materially untrue, or of the failure of the Company to comply with or satisfy any covenant or agreement under this Agreement, (ii) the Investor shall give prompt written notice to the Company of the occurrence or non-occurrence of any event known to the Purchaser the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty contained in ARTICLE IV to be materially untrue, or of the failure of the Investor to comply with or satisfy any covenant or agreement under this Agreement, and (iii) the Founder and Xumao, as the case may be, shall give prompt written notice to the Investor of the occurrence or non-occurrence of any event known to the Founder or Xumao, as applicable, the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty contained in ARTICLE III to be materially untrue, or of the failure of the Founder or Xumao, as applicable, to comply with or satisfy any covenant or agreement under this Agreement; provided that the delivery of any notice pursuant to this SECTION 6.05 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.
Notices of Certain Matters. 45 10.8 Tax Matters Partner 45 ARTICLE 11 DISSOLUTION 46
Notices of Certain Matters. Broker shall promptly give written notice to GMACB of (A) the occurrence of any breach of a representation or warranty as set forth in Section 5 of this Agreement; (B) any event or condition which could have a material adverse effect on the business, operations, assets or financial condition of Broker; and (C) receipt by Broker of notice from any agency or regulatory authority concerning revocation or suspension of Brokers’ license to conduct business. GMACB shall promptly give written notice to Broker of (A) the occurrence of any breach of a representation or warranty as set forth in Section 5 of this Agreement; (B) any event or condition which could have a material adverse effect on the business, operations, assets or financial condition of GMACB; and (C) receipt by GMACB of notice from any agency or regulatory authority concerning revocation or suspension of GMACB’s license to conduct business. GMACB may amend or supplement the Broker Manual from time to time, at its sole discretion, by furnishing amendments or supplementary matter to Broker electronically, by posting these items on its internet website xxx.xxxxxxxxxxxxxxxxxxxxx.xxx.
Notices of Certain Matters. The General Partner shall Notify each Limited Partner in writing as soon as commercially reasonably practicable of (i) any claims for indemnification made against the Partnership pursuant to Article 8, (ii) the commencement of or settlement, verdict or judgment, or any final order with respect to any litigation or governmental proceeding against the General Partner, the Investment Manager or the Partnership that would be reasonably expected to have a material adverse effect on the management of the Partnership,
Notices of Certain Matters. Prior to the Closing, the Company shall promptly notify Buyer of:
(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or the other Transaction Documents;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the other Transaction Documents;
(c) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the other Transaction Documents;
(d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause any of the conditions set forth in Section 6.02(a) not to be satisfied; and
(e) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided that the delivery of any notice pursuant to this Section 5.05 shall not limit or otherwise affect the remedies available hereunder to Buyer.
Notices of Certain Matters. (a) The Company shall use its reasonable best efforts to (i) notify Acquirer in writing promptly after receipt of any written notice of any Legal Proceeding initiated by or against it, or known by the Company to be threatened against the Company or any of Subsidiaries, or any of its or their Employees or the Company Stockholders in their capacity as such that, had it occurred prior to the Agreement Date, would have constituted an exception to the representation set forth in the first sentence of Section 2.20 (a “New Litigation Claim”), (ii) notify Acquirer of ongoing material developments in any New Litigation Claim or any Litigation Claim and (iii) consult in good faith with Acquirer regarding the conduct of the defense of any material New Litigation Claim or Litigation Claim.
(b) The Company shall use its reasonable best efforts to notify Acquirer in writing promptly after receipt of: (i) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, (ii) any written notice or other written communication from any Governmental Entity or any official or employee of any Governmental Entity (A) in connection with the Transactions or (B) indicating that a Company Authorization has been revoked or is required in any jurisdiction in which such Company Authorization has not been obtained, which revocation or failure to obtain has had or would reasonably be expected to be material to Acquirer (following the Effective Time) or the Company or the Subsidiaries, (iii) any Person asserting or threatening a claim against the Company or any Subsidiary or with respect to any of its assets or properties (including Intellectual Property) that is, or is reasonably likely to be, material to the Company and the Subsidiaries, taken as a whole, (iv) any written notice from any Tax Authority, regarding Taxes payable by the Company or the Subsidiaries that could reasonably be expected to exceed $1,000,000 or (v) any Change that, individually or in the aggregate with any other Changes, would reasonably be expected to constitute, or lead to, a Material Adverse Effect with respect to the Company.
(c) Acquirer shall use its reasonable best efforts to notify the Company in writing promptly after obtaining knowledge of: (i) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the Transaction...
Notices of Certain Matters. Sellers will notify Purchaser, and Purchaser will notify Sellers, as promptly as reasonably practicable upon becoming aware of (a) any fact, change or circumstance, or the occurrence or non-occurrence of any event, that has caused or is reasonably likely to cause any representation or warranty in this Agreement made by such Party to be untrue or inaccurate in any material respect at any time after the date hereof such that the condition set forth in Section 10.02(b) or Section 10.03(b), as applicable, would not be satisfied, or (b) any material failure by such Party to comply with or satisfy any covenant or condition to be satisfied by it hereunder; provided that the delivery of any notice pursuant to this Section 6.07 will not limit or otherwise affect the remedies available hereunder to the Party receiving such notice, or the representations and warranties of, or the conditions to the obligations of, the Parties hereto. In connection with the delivery of such a notice, the Party delivering such notice may elect to deliver a supplement or update to its schedules to this Agreement to reflect an event, condition or circumstance first occurring after the date hereof (a “Schedule Supplement”). The other Party will have 10 Business Days after receipt of such updated schedules (together with such additional information relating thereto as such other Party may reasonably request) to terminate this Agreement by providing notice to the Party that delivered the notice. If no such notice is timely received by the Party that delivered the notice, the schedules to this Agreement will thereupon be deemed to be amended by the Schedule Supplement.
