Notification of Certain Changes. Charter and CenterState shall promptly advise the other Party of any change or event having, or which could reasonably be expected to have, a Material Adverse Effect or which it believes would, or which could reasonably be expected to, cause or constitute a material breach of any of its or its respective Subsidiaries’ representations, warranties or covenants contained herein. and Charter shall provide on a periodic basis written notice to CenterState of any matters that Charter becomes aware of which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in such Charter Disclosure Schedule or which is necessary to correct any information in such Charter Disclosure Schedule which has been rendered materially inaccurate thereby; provided, that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 5.12 or the failure of any condition set forth in Section 6.03(a) or Section 6.03(b), as the case may be, to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 6.03(a) or Section 6.03(b), as the case may be, to be satisfied.. No supplement or amendment to the Charter Disclosure Schedule or provision of information relating to the subject matter of the Charter Disclosure Schedule after the date of this Agreement shall operate to cure any breach of a representation or warranty made herein or have any effect for the purpose of determining satisfaction of or compliance by Charter with the respective covenants and agreements of such parties set forth herein.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Charter Financial Corp), Agreement and Plan of Merger (CenterState Bank Corp), Agreement and Plan of Merger (CenterState Bank Corp)
