Common use of Notification by Seller of Certain Matters Clause in Contracts

Notification by Seller of Certain Matters. During the period prior to the Closing Date, Seller will promptly advise Buyer in writing of (a) any Material Adverse Change in the Acquired Companies or the condition of their assets, (b) any written notice or other formal communication from any third Person alleging that the Consent of such third Person is or may be required in connection with the Contemplated Transactions and (c) any material default of which Seller has Knowledge under any Applicable Contract or event of which Seller has Knowledge which, with notice or lapse of time or both, would become such a default on or prior to the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (WHX Corp), Stock Purchase Agreement (Worthington Industries Inc)

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Notification by Seller of Certain Matters. During the period prior to the Closing Date, Seller will promptly advise Buyer in writing of (ai) any Material Adverse Change material adverse change in the Acquired Companies or the condition of their assetsthe Purchased Assets or the Business, (bii) any written notice or other formal communication from any third Person alleging that the Consent consent of such third Person is or may be required in connection with the Contemplated Transactions and transactions contemplated by this Agreement, or (ciii) any material default of which Seller has Knowledge under any Applicable Contract Selected Agreement or event of which Seller has Knowledge which, with notice or lapse of time or both, would become such a default on or prior to the Closing DateDate and of which Seller has Knowledge.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Stats Chippac Ltd.), Asset Purchase Agreement (Lsi Corp)

Notification by Seller of Certain Matters. During the period prior to the Closing Date, Seller will shall promptly advise Buyer in writing of (a) any Material Adverse Change material adverse change in the Acquired Companies or the condition of their assetsthe Property, (b) the occurrence of any event or the discovery of any fact which would render any representation or warranty of Seller to Buyer in this Agreement untrue or materially misleading, and any written notice or other formal communication from any third Person person alleging that the Consent consent of such third Person person is or may be required in connection with the Contemplated Transactions and (c) any material default of which Seller has Knowledge under any Applicable Contract or event of which Seller has Knowledge which, with notice or lapse of time or both, would become such a default on or prior to the Closing Datetransactions contemplated by this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement and Joint Escrow Instructions (Homefed Corp)

Notification by Seller of Certain Matters. During the period prior to the Closing Date, Seller will promptly advise Buyer in writing of (a) any Material Adverse Change material adverse change in the Acquired Companies or the condition of their assetsAssets, (b) any written notice or other formal communication from any third Person alleging that the Consent of such third Person is or may be required in connection with the Contemplated Transactions and (c) any material default of which Seller has Knowledge under any Applicable Contract or event of which Seller has Knowledge which, with notice or lapse of time or both, would become such a default on or prior to the Closing DateDate and of which Seller has knowledge.

Appears in 1 contract

Samples: Stock Purchase Agreement (Greif Brothers Corp)

Notification by Seller of Certain Matters. During the period prior to before the Closing Date, to the extent known by Seller, Seller will shall promptly advise Buyer in writing of (a) any Material Adverse Change material adverse change in the Acquired Companies or the condition of their assetsthe Property, (b) the occurrence of any event or the discovery of any fact which would render any representation or warranty of Seller to Buyer in this Agreement untrue or materially misleading, and any written notice or other formal communication from any third Person person alleging that the Consent consent of such third Person person is or may be required in connection with the Contemplated Transactions and (c) any material default of which Seller has Knowledge under any Applicable Contract or event of which Seller has Knowledge which, with notice or lapse of time or both, would become such a default on or prior to the Closing Datetransactions contemplated by this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement and Joint Escrow Instructions (Summa Industries/)

Notification by Seller of Certain Matters. During the period prior to the Closing Date, Seller will promptly advise Buyer in writing of (ai) any Material Adverse Change material adverse change in the Acquired Companies or the condition of their assetsthe Purchased Assets or the Business, (bii) any written notice or other formal communication from any third Person alleging that the Consent consent of such third Person is or may be required in connection with the Contemplated Transactions transactions contemplated by this Agreement, and (ciii) any material default of which Seller has Knowledge under any Applicable Purchased Contract or event of which Seller has Knowledge which, with notice or lapse of time or both, would become such a default on or prior to the Closing DateDate and of which Seller has knowledge.

Appears in 1 contract

Samples: Asset Purchase Agreement (Diversified Food Group Inc)

Notification by Seller of Certain Matters. During the period prior to the Closing Date, Seller will promptly advise Buyer Buyers in writing of (ai) any Material Adverse Change in the Acquired Companies Company or the condition of their its assets, properties or business, (bii) any written notice or other formal communication from any third Person alleging that the Consent consent of such third Person is or may be required in connection with the Contemplated Transactions transactions contemplated by this Agreement, and (ciii) any material default of which Seller has Knowledge under any Applicable Contract Company Agreement or event of which Seller has Knowledge which, with notice or lapse of time or both, would become such a default on or prior to the Closing DateDate and of which Seller or the Company has knowledge.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aegis Consumer Funding Group Inc)

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Notification by Seller of Certain Matters. During the period prior to the Initial Closing Date, Seller will promptly advise Buyer in writing of (ai) any Material Adverse Change in the Acquired Companies Company or the condition of their its assets, properties or business; (bii) any written notice or other formal communication from any third Person alleging that the Consent consent of such third Person is or may be required in connection with the Contemplated Transactions transactions contemplated by this Agreement; and (ciii) any material default of which Seller has Knowledge under any Applicable Contract agreement or event of which Seller has Knowledge which, with notice or lapse of time or both, would become such a default on or prior to the Initial Closing DateDate and of which any Seller or Company has Knowledge.

Appears in 1 contract

Samples: Stock Purchase Agreement (Colombia Goldfields LTD)

Notification by Seller of Certain Matters. During the period prior to the Closing Date, Seller will promptly advise Buyer in writing of (ai) any Material Adverse Change material adverse change in the Acquired Companies Company or the condition of their assetsits assets (including Members), properties or business, (bii) any written notice or other formal communication from any third Person alleging that the Consent consent of such third Person is or may be required in connection with the Contemplated Transactions transactions contemplated by this Agreement, and (ciii) any material default of which Seller has Knowledge under any Applicable Contract Company Agreement or event of which Seller has Knowledge which, with notice or lapse of time or both, would become such a default on or prior to the Closing DateDate and of which Seller or the Company has knowledge.

Appears in 1 contract

Samples: Stock Purchase Agreement (Coventry Health Care Inc)

Notification by Seller of Certain Matters. During the period prior to the Closing Date, Seller Sellers will promptly advise Buyer in writing of (ai) any Material Adverse Change material adverse change in the Acquired Companies Group or the condition of their its assets, properties or business, (bii) any written notice or other formal communication from any third Person alleging that the Consent consent of such third Person is or may be required in connection with the Contemplated Transactions transactions contemplated by this Agreement, and (ciii) any material default of which Seller has Knowledge under any Applicable Contract Company Agreement or event of which Seller has Knowledge which, with notice or lapse of time or both, would become such a default on or prior to the Closing DateDate and of which Sellers or the Company has knowledge.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Med Technologies Inc)

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