Notification of Buyer. From the date hereof until Closing, Seller shall promptly notify Buyer, in writing, upon becoming aware of any threatened lawsuit, claim, or any adverse change, or any projected or threatened adverse change in its financial position, the Assets, or the Business.
Notification of Buyer. Prior to (i) any withdrawal or modification by the Company's Board of Directors of its approval or recommendation of the Merger or this Agreement, (ii) the approval or recommendation by the Company's Board of Directors of a Transaction Proposal, or (iii) the Company's execution of an agreement with respect to a Transaction Proposal, the Company shall provide Buyer a written notice (a "Notice of Transaction Proposal") advising Buyer that the Board of Directors has received a Transaction Proposal, specifying the material terms and conditions of such Transaction Proposal and identifying the Person making such Transaction Proposal, and neither the Company nor any Subsidiary shall enter into an agreement with respect to a Transaction Proposal until 11:00 p.m. on the later of (x) the fourth business day following Buyer's receipt of the Notice of Transaction Proposal and (y) in the event of any amendment to the price or any material term of a Transaction Proposal, two business days following Buyer's receipt of written notice containing the material terms of such amendment, including any change in price (it being understood that each such further amendment to the price or any material terms of a Transaction Proposal shall necessitate an additional written notice to Buyer and an additional two business day period prior to which the Company can take any action set forth in clauses (ii) or (iii) above). In addition, if the Company proposes to enter into a Contract with respect to any Transaction Proposal, it shall concurrently with entering into such Contract pay, or cause to be paid, to Buyer the expenses and fees and the Immediate Termination Fee, all as provided in and defined in Section 9.2. The Company shall promptly advise Buyer orally and in writing of any request for nonpublic information from, or discussions or negotiations with, any person or entity or of any Transaction Proposal known to it, the material terms and conditions of such request or Transaction Proposal and the identity of the person or entity making such request or Transaction Proposal. The Company will promptly inform Buyer of any material change in the details (including amendments or proposed amendments) of any such request for nonpublic information, the contents of any discussions or negotiations or any material change in such Transaction Proposal.
Notification of Buyer. 37 5.6 PAYMENT OF INDEBTEDNESS BY RELATED PERSONS.....................................................38 5.7 RELEASE OF THE COMPANY.........................................................................38 5.8 BEST EFFORTS...................................................................................38
Notification of Buyer. From and including the date of this Agreement until the Closing, Seller will promptly notify Buyer in writing if Seller or the Company becomes aware of any fact, circumstance or condition that causes or constitutes a Breach of any of Seller's representations and warranties as of the date of this Agreement, or if Seller or the Company becomes aware of the existence or occurrence after the date of this Agreement of any fact, circumstance or condition that would cause or constitute a Breach of any such representation and warranty had such representation and warranty been made at or after the time of occurrence or discovery of such fact, circumstance or condition. During the same period, Seller will promptly notify Buyer of the occurrence of any Breach of any covenant of Seller in this Article 5 or of the occurrence of any event that may make the satisfaction of any of the conditions in Article 7 impossible or unlikely. No notice given pursuant this Section 5.5 will contain any untrue statement or omit to state a material fact necessary to make the statements therein or in this Agreement, in light of the circumstances under which they were made, not misleading.
Notification of Buyer. Seller will promptly notify Buyer in writing of any threatened lawsuit, claim, or any adverse change or any projected or threatened adverse change in its financial position.
Notification of Buyer. 3.1. The Parties hereby agree that whenever during the effective term of this Agreement Seller intends to transfer any Immovable to a third party, make a letter of intent with a third party for transfer of any Immovable, or any other agreement entitling a third party to acquire an Immovable or reducing the value or limiting the use of such Immovable for Buyer (including encumbrance of the respective Immovable with a limited real right or making of a notation in the land register in respect of the Immovable), or to make a declaration, which directly or indirectly entitles a third party to acquire an Immovable or reduces the value or limits the use of such an Immovable for Buyer (including events where such declaration is aimed at encumbrance of the relevant Immovable with a limited real right or entry of a notation in the land register in respect of such Immovable), Seller shall notify Buyer at least forty (40) days in advance of such letter of intent, contract, agreement or declaration.
3.2. The Parties hereby agree that, notwithstanding the provisions of clause 3.1 above, Seller may not during the effective term of this Agreement enter into any letter of intent, contract or agreement or make a declaration referred to in clause 3.1 above, unless:
(a) Buyer has given its consent thereto, or
(b) upon transfer of the Immovable(s) Buyer has not exercised its Call Option in respect of the Immovable(s) within the term specified in the notice referred to in clause 3.1 above.
