Common use of Notices; Reports Clause in Contracts

Notices; Reports. Company and Company Sub will promptly notify Parent of any event of which Company or Company Sub obtains knowledge which has had or may have a Material Adverse Effect, or in the event that Company or Company Sub determines that it is unable to fulfill, or that any event has occurred which is reasonably likely to prevent the fulfillment of, any of the conditions to the performance of Parent’s obligations hereunder, as set forth in Articles 9 or 11 herein, and Company or Company Sub will furnish Parent (i) as soon as available, and in any event within one Business Day after it is mailed or delivered to the Board of Directors of Company or committees thereof, any report by Company for submission to the Board of Directors of Company or committees thereof, provided, however, that Company need not furnish to Parent communications of Company’s or Company Sub’s legal counsel regarding Company’s or Company Sub’s rights and obligations under this Agreement or the transactions contemplated hereby, or other communication incident to Company’s or Company Sub’s actions pursuant to Section 6.3 hereof (except as required by Section 6.3 or Section 6.9), or books, records and documents covered by confidentiality agreements or the attorney-client privilege, or which are attorneys’ work product, (ii) prior to sending or filing same, all proxy statements, information statements, financial statements, reports, letters and communications sent by Company to its stockholders or other security holders, and all reports filed by Company with the SEC or other Governmental Entities, and (iii) such other existing reports as Parent may reasonably request relating to Company or Company Sub. No notification delivered pursuant to this Section 6.7 shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Notices; Reports. The Company and Company Sub will promptly notify the Parent of any event of which the Company or Company Sub obtains knowledge Knowledge which has had or may reasonably be expected to have a Material Adverse Effect, or in the event that the Company or Company Sub determines that it is unable to fulfill, or that any event has occurred which is reasonably likely to prevent the fulfillment of, fulfill any of the conditions to the performance of the Parent’s obligations hereunder, as set forth in Articles 9 IX or 11 XI herein, and the Company or Company Sub will furnish the Parent (i) as soon as available, and in any event within one 5 Business Day Days after it is mailed or delivered to the Board of Directors of the Company or the Company Subsidiaries or committees thereof, any report by the Company or the Company Subsidiaries for submission to the Board of Directors of the Company or the Company Subsidiaries or committees thereof, relating to any such Material Adverse Effect or event, provided, however, that the Company need not furnish to the Parent communications of the Company’s or Company Sub’s legal counsel regarding the Company’s or Company Sub’s rights and obligations under this Agreement or the transactions contemplated hereby, or other communication incident to Company’s or Company Sub’s actions pursuant to Section 6.3 hereof (except as required by Section 6.3 or Section 6.9), or books, records and documents covered by confidentiality agreements or the attorney-client privilege, or which are attorneys’ work product, (ii) prior to sending or filing sameas promptly as practicable, all proxy statements, information statements, financial statements, reports, letters and communications sent by the Company to its stockholders shareholders or other security holdersholders and, and subject to applicable Law, all thrift financial reports filed by the Company or the Company Subsidiaries with the SEC OTS or other Governmental Entities, and (iii) such other existing reports as the Parent may reasonably request relating to the Company or the Company SubSubsidiaries. No notification The Company shall promptly notify the Parent of the non-renewal of the contracts and agreements set forth in Section 4.19 of the Company Disclosure Letter. The Company shall promptly notify the Parent if, between the date hereof and the earlier of the Effective Time or the termination of this Agreement, the Company (i) compromises or settles an assertion of, or claim of a deficiency in, Taxes in excess of $70,000, (ii) enters into a closing agreement involving a Tax claim exceeding $70,000, (iii) files a pleading in court in Tax litigation, or an appeal from an asserted deficiency, involving Taxes in excess of $70,000, (iv) surrenders a right to claim a refund of Taxes in excess of $70,000, (v) files an amended Tax Return relating to Taxes payable by or on behalf of the Company and the Company Subsidiaries, (vi) makes a Tax election that is inconsistent with the Company’s current Tax election practices or that concerns a matter as to which the Company has no current Tax election or practice, or (vii) changes its Tax or accounting policies or procedures. The Company further agrees to promptly provide Parent with a copy of any notice delivered by (a) Union Federal or Xxxxxxxxxx Financial Corporation to American Home Mortgage Corp., or American Home Mortgage Corp. to Union Federal or Xxxxxxxxxx Financial Corporation pursuant to this Section 6.7 shall affect the representations, warranties, covenants or agreements 6.4(b) of the parties AHM Purchase Agreement and (b) Union Federal or the conditions Company to the obligations of purchaser or the parties under this purchaser to Union Federal or the Company pursuant to the Asset Purchase Agreement.

Notices; Reports. Company and Company Sub will promptly notify Parent of any event of which Company or Company Sub obtains knowledge which has had or may have a Material Adverse Effect, or in the event that Company or Company Sub determines that it is unable to fulfill, or that any event has occurred which is reasonably likely to prevent the fulfillment of, fulfill any of the conditions to the performance of Parent’s 's obligations hereunder, as set forth in Articles 9 or 11 herein, and Company or Company Sub will furnish Parent (i) as soon as available, and in any event within one Business Day after it is mailed or delivered to the Board of Directors of Company or the Company Subsidiaries or committees thereof, any report by Company or the Company Subsidiaries for submission to the Board of Directors of Company or the Company Subsidiaries or committees thereof, provided, however, that Company need not furnish to Parent communications of Company’s or Company Sub’s 's legal counsel regarding Company’s or Company Sub’s 's rights and obligations under this Agreement or the transactions contemplated hereby, or other communication or incident to Company’s or Company Sub’s 's actions pursuant to Section 6.3 hereof (except as required by Section 6.3 or Section 6.9)6.1(m) hereof, or books, records and documents covered by confidentiality agreements or the attorney-client privilege, or which are attorneys’ ' work product, (ii) prior to sending or filing sameas soon as available, all proxy statements, information statements, financial statements, reports, letters and communications sent by Company to its stockholders or other security holders, and all reports filed by Company or the Company Subsidiaries with the SEC SEC, FRB, the OCC or other Governmental Entities, and (iii) such other existing reports as Parent may reasonably request relating to Company or the Company Sub. No notification delivered pursuant to this Section 6.7 shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this AgreementSubsidiaries.

Notices; Reports. Company and Company Sub will promptly notify Parent of any event of which Company or Company Sub obtains knowledge which has had or may reasonably be expected to have a Material Adverse Effect, or in the event that Company or Company Sub determines that it is unable to fulfill, or that any event has occurred which is reasonably likely to prevent the fulfillment of, fulfill any of the conditions to the performance of Parent’s obligations hereunder, as set forth in Articles 9 or 11 herein, and Company or Company Sub will furnish Parent (i) as soon as available, and in any event within one five Business Day Days after it is mailed or delivered to the Board of Directors of Company or the Company Subsidiaries or committees thereof, any report by Company or the Company Subsidiaries for submission to the Board of Directors of Company or the Company Subsidiaries or committees thereof, relating to any such Material Adverse Effect or event, provided, however, that Company need not furnish to Parent communications of Company’s or Company Sub’s legal counsel regarding Company’s or Company Sub’s rights and obligations under this Agreement or the transactions contemplated hereby, or other communication incident to Company’s or Company Sub’s actions pursuant to Section 6.3 hereof (except as required by Section 6.3 or Section 6.9), or books, records and documents covered by confidentiality agreements or the attorney-client privilege, or which are attorneys’ work product, (ii) prior to sending or filing sameas soon as available, all proxy statements, information statements, financial statements, reports, letters and communications sent by Company to its stockholders or other security holders, and and, subject to applicable Law, all reports filed by Company or the Company Subsidiaries with the SEC SEC, the OTS or other Governmental Entities, and (iii) such other existing reports as Parent may reasonably request relating to Company or the Company Sub. No notification delivered pursuant to this Section 6.7 shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this AgreementSubsidiaries.

Notices; Reports. Company and Company Sub will promptly notify Parent of any event of which Company or Company Sub obtains knowledge which has had or may reasonably be expected to have a Material Adverse Effect, or in the event that Company or Company Sub determines that it is unable to fulfill, or that any event has occurred which is reasonably likely to prevent the fulfillment of, fulfill any of the conditions to the performance of Parent’s 's obligations hereunder, as set forth in Articles 9 or 11 herein, and Company or Company Sub will furnish Parent (i) as soon as available, and in any event within one five Business Day Days after it is mailed or delivered to the Board of Directors of Company or the Company Subsidiaries or committees thereof, any report by Company or the Company Subsidiaries for submission to the Board of Directors of Company or the Company Subsidiaries or committees thereof, providedrelating to any such Material Adverse Effect or event, howeverPROVIDED, HOWEVER, that Company need not furnish to Parent communications of Company’s or Company Sub’s 's legal counsel regarding Company’s or Company Sub’s 's rights and obligations under this Agreement or the transactions contemplated hereby, or other communication incident to Company’s or Company Sub’s actions pursuant to Section 6.3 hereof (except as required by Section 6.3 or Section 6.9), or books, records and documents covered by confidentiality agreements or the attorney-client privilege, or which are attorneys’ ' work product, (ii) prior to sending or filing sameas soon as available, all proxy statements, information statements, financial statements, reports, letters and communications sent by Company to its stockholders or other security holders, and and, subject to applicable Law, all reports filed by Company or the Company Subsidiaries with the SEC SEC, the OTS or other Governmental Entities, and (iii) such other existing reports as Parent may reasonably request relating to Company or the Company Sub. No notification delivered pursuant to this Section 6.7 shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this AgreementSubsidiaries.

Notices; Reports. Company and Company Sub will promptly notify Parent of any event of which Company or Company Sub obtains knowledge which has had or may have a Material Adverse Effect, or in the event that Company or Company Sub determines that it is unable to fulfill, or that any event has occurred which is reasonably likely to prevent the fulfillment of, fulfill any of the conditions to the performance of Parent’s obligations hereunder, as set forth in Articles 9 or 11 herein, and Company or Company Sub will furnish Parent (i) as soon as available, and in any event within one Business Day after it is mailed or delivered to the Board of Directors of Company or the Company Subsidiaries or committees thereof, any report by Company or the Company Subsidiaries for submission to the Board of Directors of Company or the Company Subsidiaries or committees thereof, provided, however, that Company need not furnish to Parent communications of Company’s or Company Sub’s legal counsel regarding Company’s or Company Sub’s rights and obligations under this Agreement or the transactions contemplated hereby, or other communication or incident to Company’s or Company Sub’s actions pursuant to Section 6.3 hereof (except as required by Section 6.3 or Section 6.9)6.1(m) hereof, or books, records and documents covered by confidentiality agreements or the attorney-client privilege, or which are attorneys’ work product, (ii) prior to sending or filing sameas soon as available, all proxy statements, information statements, financial statements, reports, letters and communications sent by Company to its stockholders or other security holders, and all reports filed by Company or the Company Subsidiaries with the SEC SEC, FRB, the OCC or other Governmental Entities, and (iii) such other existing reports as Parent may reasonably request relating to Company or the Company Sub. No notification delivered pursuant to this Section 6.7 shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this AgreementSubsidiaries.

Notices; Reports. Company and Company Sub The Parent will promptly notify Parent the Company of any event of which Company or Company Sub the Parent obtains knowledge Knowledge which has had or may reasonably be expected to have a Material Adverse Effect, or in the event that Company or Company Sub the Parent determines that it is unable to fulfill, or that any event has occurred which is reasonably likely to prevent the fulfillment of, fulfill any of the conditions to the performance of the Parent’s obligations hereunder, as set forth in Articles 9 IX or 11 X herein, and Company or Company Sub the Parent will furnish Parent the Company (i) as soon as available, and in any event within one 5 Business Day Days after it is mailed or delivered to the Board of Directors of Company the Parent or the Parent Subsidiaries or committees thereof, any report by Company the Parent or the Parent Subsidiaries for submission to the Board of Directors of Company the Parent or the Parent Subsidiaries or committees thereof, relating to any such Material Adverse Effect or event, provided, however, that Company the Parent need not furnish to Parent the Company communications of Company’s or Company Subthe Parent’s legal counsel regarding Company’s or Company Subthe Parent’s rights and obligations under this Agreement or the transactions contemplated hereby, or other communication incident to Company’s or Company Sub’s actions pursuant to Section 6.3 hereof (except as required by Section 6.3 or Section 6.9), or books, records and documents covered by confidentiality agreements or the attorney-client privilege, or which are attorneys’ work product, (ii) prior to sending or filing sameas promptly as practicable, all proxy statements, information statements, financial statements, reports, letters and communications sent by Company the Parent to its stockholders shareholders or other security holdersholders and, and subject to applicable Law, all financial reports or Securities Reports filed by Company the Parent or the Parent Subsidiaries with the Federal Reserve System and Ohio Department of Commerce Division of Financial Institutions, SEC or other Governmental Entities, and (iii) such other existing reports as Parent the Company may reasonably request relating to Company or Company Sub. No notification delivered pursuant to this Section 6.7 shall affect the representations, warranties, covenants or agreements of the parties Parent or the conditions to the obligations of the parties under this AgreementParent Subsidiaries.