Notification by Company. After notification by COMPANY and prior to publication, UNIVERSITY will delete Confidential Information from the manuscript or presentation material. In the case of potentially patentable subject matter, UNIVERSITY may delay enabling disclosure of the subject matter for no more than 90 days from the date of submission of the manuscript or presentation material to COMPANY in order to provide adequate time to file for statutory protection. Alternatively, UNIVERSITY may either delete the potentially patentable subject matter or modify the manuscript or presentation material to avoid enabling disclosure and proceed with publication without delay.
Notification by Company. The Company agrees that, in the event ----------------------- it receives notice of the commencement of any action against it which is based upon an alleged act or omission which, if proven, would result in any Selling Investor having to indemnify the Company pursuant to subdivision (b) of Section 8.5 hereof, the Company will promptly notify such Selling Investor in writing of the commencement of such action and permit such Selling Investor, if such Selling Investor so notifies the Company within 10 days after receipt by it of notice of the commencement of the action, to participate in and to assume the defense of such action with counsel reasonably satisfactory to the Company. The omission to notify such Selling Investor promptly of the commencement of any such action will not relieve such Selling Investor of liability to indemnify the Company under subdivision (b) of Section 8.5 hereof, except to the extent that such Selling Investor suffers any loss by reason of such failure to give notice and shall not relieve such Selling Investor of any other liabilities which it may have under this or any other agreement.
Notification by Company. The Company must notify the Investor as soon as reasonably practicable, giving full details, upon the occurrence of any Event of Default or Potential Event of Default.
Notification by Company. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of:
(i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement;
(ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
(iii) any breach of any covenant or obligation of the Company; and
(iv) any event, condition, fact or circumstance that would make the timely satisfaction of any condition set forth in Section 6 or Section 7 impossible or unlikely.
(b) The delivery of any notice pursuant to this Section 4.3 shall not cure such breach or non-compliance or limit or otherwise affect the rights, obligations or remedies available hereunder to the party receiving such notice.
Notification by Company. The Company shall use reasonable efforts to ------------------------ notify each Holder of Registrable Securities covered by the Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, upon the Company's discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of any such Holder promptly prepare and furnish to such Holder and each underwriter, if any, a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. The Holders shall not effect sales of Warrant Shares after receipt of such notice from the Company until an amendment becomes effective or the supplement has been filed. The Company's obligations under this Section 6(g) shall expire at such time as the Company is no longer required to maintain the effectiveness of the Registration Statement.
Notification by Company. The Company shall, as promptly as practicable after the Competitive Bid Quotes are submitted (but in any event not later than 11:30 a.m. Atlanta, Georgia time on the Quotation Date), notify the Agent Bank of the terms (i) of any Competitive Bid Quote submitted by a Bank that is in accordance with Section 3.3.(c) hereof and (ii) of any Competitive Bid Quote that amends, modifies or is otherwise inconsistent with a previous Competitive Bid Quote submitted by such Bank with respect to the same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by the Company unless such subsequent Competitive Bid Quote is submitted solely to correct a manifest error in such former Competitive Bid Quote. The Company's notice to the Agent Bank shall specify (A) the aggregate principal amount of the Competitive Bid Loan borrowing for which offers have been received and (B) the respective principal amounts and Absolute Rates so offered by each Bank (identifying the Bank that made each Competitive Bid Quote).
Notification by Company. The Company shall have the right and option (subject to the provisions of Section 2.5 hereof), for a period of thirty (30) days after delivery of the Notification, to elect to purchase all or any part of the Offered Shares at ninety five percent (95%) of the aggregate Minimum Price of the Offered Shares and on the terms and conditions stated therein.
Notification by Company. Following receipt of any notice under this Section 2.1, the Company shall immediately notify all holders of Registrable Securities from whom notice has not been received and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of Registrable Securities to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withhold or delayed. The Company shall be obligated to register Registrable Securities pursuant to this Section 2.1 on one occasion only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering all shares of Registrable Securities specified in notices received and not rescinded as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto.
Notification by Company. (a) From the date hereof until the Closing Date, the Company, the Sellers and the Sellers’ Representative shall provide prompt notice to the Purchaser in writing of any material variances from the representations and warranties contained in Articles III and IV, and of any other fact or event that constitutes a breach of the representations, warranties, covenants and agreements in this Agreement made by the Company, the Sellers or the Sellers’ Representative and of any event or occurrence which is likely to cause any such representation or warranty to be untrue or inaccurate on the Closing Date or is likely to result in the Company’s, the Sellers or the Sellers’ Representative’s failure to satisfy any covenant, agreement or condition to be complied with by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 8.04 shall not (i) limit or otherwise affect any remedies available to Purchaser or (ii) constitute an acknowledgment or admission of a breach of this Agreement; provided further that a party’s unintentional failure to give notice under this Section 8.04 shall not be deemed a covenant breach, but if such breach remains uncured as of the Closing, shall constitute only a breach of the underlying representation, warranty, covenant, condition or agreement, as the case may be. Except as expressly set forth in Section 8.04(c) herein, no disclosure or notice by the Company, a Seller or the Sellers’ Representative pursuant to this Section 8.04(a) shall be deemed to amend or supplement the appropriate Disclosure Schedule delivered on the date hereof or prevent or cure any misrepresentation, breach of warranty or breach of covenant, condition or agreement.
(b) With respect to any disclosure or notice by the Company, any Seller or Sellers’ Representative under this Section 8.04 that constitutes a breach giving rise to a right of termination under Article XI herein, the Purchaser shall have the right to (i) terminate this Agreement pursuant to Article XI or (ii) consummate and close the transactions described herein without waiving the breach, violation or condition, in which case Purchaser shall have any and all rights with respect to indemnification under Article VII for all Losses suffered or incurred by Purchaser arising out of said breach; provided, however, that nothing herein shall prevent the Company, any Seller or the Sellers’ Representative from curing or attempting to cure such breach or failure to satisfy such condi...
Notification by Company. The Company agrees that, in the event it receives notice of the commencement of any action against it which is based upon an alleged act or omission which, if proven, would result in the Purchaser having to indemnify the Company pursuant to subdivision (b) of Section 10.5 hereof, the Company will promptly notify the Purchaser in writing of the commencement of such action and permit the Purchaser, if the Purchaser so notifies the Company within 10 days after receipt by it of notice of the commencement of the action, to participate in and to assume the defense of such action with counsel reasonably satisfactory to the Company; provided, however, that the Company shall be entitled to retain its own counsel at the Purchaser's expense if it believes there exists a conflict of interest between the Purchaser and the Company. The omission to notify the Purchaser promptly of the commencement of any such action will not relieve the Purchaser of liability to indemnify the Company under subdivision (b) of Section 10.5 hereof, except to the extent that the Purchaser suffers any loss by reason of such failure to give notice and shall not relieve the Purchaser of any other liabilities which it may have under this or any other agreement.
