Notification of Certain Matters; Supplemental Disclosure. (a) Each of Target, Acquiror and Acquisition Sub agrees to give prompt notice to each other of, and to use their respective commercially reasonable efforts to prevent or promptly remedy, (i) the occurrence or failure to occur or the impending or threatened occurrence or failure to occur, of any event which occurrence or failure to occur would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.11 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Notification of Certain Matters; Supplemental Disclosure. Each party shall give the other reasonably prompt notice upon learning of any event that is reasonably likely to cause any of the conditions set forth in ARTICLE VI not to be satisfied. The Company shall give prompt written notice to the Parent of the occurrence of any event that, individually or in the aggregate, would reasonably be expected to result in a Company Material Adverse Effect. Each of the Company, the Parent and the Merger Subsidiary agrees use their respective reasonable efforts to prevent or promptly remedy, (i) the occurrence or failure to occur or the impending or threatened occurrence or failure to occur, of any event which occurrence or failure to occur would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate in any material respect at any time from the Agreement Date to the Effective Time and (ii) any material failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. Each party shall give prompt written notice to the other of any material development which would give rise to a failure of a condition set forth in ARTICLE VI. The delivery of any notice pursuant to this SECTION 5.14 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice nor be deemed to have amended any of the disclosures set forth in the Company Disclosure Letter, to have qualified the representations and warranties contained herein or to have cured any misrepresentation or breach of a representation or warranty that otherwise might have existed hereunder by reason of such material development. No disclosure after the Agreement Date of the untruth of any representation and warranty made in this Agreement will operate as a cure of any breach of the failure to disclose the information, nor any untrue representation or warranty made herein.
Notification of Certain Matters; Supplemental Disclosure. (a) Each of Parent, Merger Sub and the Company agrees to give prompt notice to each other of, and to use their respective commercially reasonable efforts to prevent or promptly remedy, the occurrence or failure to occur, of any event which occurrence or failure to occur would cause any of its representations or warranties in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; provided, however, that the delivery of any notice pursuant to this Section 7.12 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. No disclosure after the date hereof of an inaccuracy of any representation and warranty made in this Agreement shall affect any representation or warranty made herein.
Notification of Certain Matters; Supplemental Disclosure. (a) Each of Company, Parent and Merger Sub agrees to give prompt notice to each other of, and to use their respective commercially reasonable efforts to prevent or promptly remedy, the occurrence or failure to occur of any event that would reasonably be expected to cause any condition to the Merger set forth in Article VII to not be satisfied by it prior to the Termination Date; provided, however, that the delivery of any notice pursuant to this Section 6.11 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice, except as provided in Section 6.11(b) below.
Notification of Certain Matters; Supplemental Disclosure. Each party shall give the other reasonably prompt notice upon learning of any event that is reasonably likely to cause any of the conditions set forth in Article V not to be satisfied. Seller shall give prompt written notice to Purchaser of the occurrence of any event that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on Seller, the Trust Business or the Purchased Assets. A “material adverse effect” is a condition, event, change or occurrence that is reasonably likely to have a material adverse change in or to the Trust Business or the Purchased Assets; provided, however, that in determining whether a material adverse effect has occurred there shall be excluded any effect on the Trust Business or the Purchased Assets the primary cause of which is: (a) any changes in the laws, regulations or interpretations of laws or regulations generally affecting the banking business, but not uniquely relating to the Purchaser or to the Seller; (b) any changes in generally accepted accounting principles or regulatory accounting requirements generally affecting the trust or fiduciary services businesses, but not uniquely relating to the Trust Business or the Purchased Assets; (c) events, conditions or trends in economic, business or financial conditions affecting the banking business specifically (including changes in interest rates and changes in the markets for securities), except to the extent any such events, conditions or trends in economic, business or financial conditions have a materially disproportionate adverse effect upon the Trust Business or the Purchased Assets; (d) changes in national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war or the occurrence of any military or terrorist attack upon or within the United States, or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States; (e) actions or omissions of the Seller taken with the prior written consent of the Purchaser in performance of the Purchaser’s obligations under this Agreement; and (f) any change, effect, event or occurrence arising out of the Seller’s performance of its obligations under this Agreement. Each of the parties agrees to use their respective reasonable efforts to prevent or promptly remedy (i) the occurrence or...
Notification of Certain Matters; Supplemental Disclosure. (a) PMG shall promptly notify ATS if the employment by PMG of any member of its senior management team or any Key Employee terminates for any reason or if any such individual provides written notice of his or her intention to terminate his or her employment with PMG.
Notification of Certain Matters; Supplemental Disclosure. From the Effective Date until the Closing, each of the Acquired Companies, the Equityholders and, following the Contributions, Innovations Holdings and International Holdings, on the one hand, and the Buyer, on the other hand, shall promptly notify the other in writing of: (a) any event, condition, fact or circumstance that occurs, arises or exists after the Effective Date and that would cause or constitute an inaccuracy in or breach of any representation or warranty in this Agreement if (i) 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 (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the Effective Date, (b) any breach of any covenant or obligation, and (c) any event, condition, fact or circumstance that could reasonably be expected to make the timely satisfaction of any of the conditions set forth in Article 6 impossible or unlikely.
Notification of Certain Matters; Supplemental Disclosure. X'Xxxxxxx and Reserve shall give prompt notice to GCFC and Buyer, and GCFC and Buyer shall give prompt notice to X'Xxxxxxx and Reserve, of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date, (ii) any material failure of X'Xxxxxxx or Reserve or GCFC and Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and each party shall use all reasonable efforts to remedy such failure, (iii) any information known to X'Xxxxxxx or Reserve or GCFC or Buyer, respectively, that indicates that any representation or warranty of such, contained herein will not be true and correct in any material respect as of the Closing, and (iv) the occurrence of any event known to X'Xxxxxxx, Reserve or GCFC or Buyer, which will result, or has a reasonable prospect of resulting, in the failure to satisfy a condition specified in Section 6 or 7 hereof. The delivery of such updated Schedules shall not relieve X'Xxxxxxx and Reserve or GCFC and the Buyer, as the case may be, from any violation of the their representations and warranties herein, and shall not have any effect for purposes of determining the satisfaction of the conditions set forth in Sections 6 and 7 hereof other than compliance with this Section 5.06.
Notification of Certain Matters; Supplemental Disclosure. (a) NSS shall promptly notify ATS if the employment by NSS of any Key Employee terminates for any reason or if any such individual provides written notice of his or her intention to terminate his or her employment with NSS.
Notification of Certain Matters; Supplemental Disclosure. (a) Parent and Sweden Seller shall have the continuing obligation, from the date of this Stock Purchase Agreement until Closing, reasonably promptly to notify Buyers in writing with respect to any matter arising subsequent to the date of this Stock Purchase Agreement that would reasonably be expected to prevent the satisfaction of the conditions precedent in Section 8.1, provided that (i) no such notification nor updates and revisions to Schedule B shall have any effect for the purpose of determining the satisfaction of the conditions set forth in Article 8 and (ii) no such notification nor revision to Schedule B shall have effect with respect to any entitlement to indemnification as set forth in Section 10.2.
