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.
(b) Until the Closing, Acquiror and Target shall have the continuing obligation to promptly supplement the information contained in their respective disclosure schedules attached hereto with respect to any matter hereafter arising or discovered which, if in existence on the date hereof and known at the date of this Agreement, would have been required to be set forth or described in such disclosure schedules.
(c) Neither the supplementation of the disclosure schedules pursuant to the obligation in Section 6.11(b) nor any disclosure after the date hereof of the untruth of any representation and warranty made in this Agreement shall operate as a cure of any breach of (i) the failure to disclose the information, nor (ii) 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.
(b) Until the Closing, Parent, Merger Sub and the Company shall have the obligation to promptly supplement the information contained in their respective disclosure schedules attached hereto with respect to any matter hereafter arising or discovered which, if in existence on the date hereof and known at the date of this Agreement, would have been required to be set forth or described in such disclosure schedules. Neither the supplementation of the disclosure schedules pursuant to the obligation in Section 7.12(b) nor any disclosure after the date hereof 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. The MHC and TFS or OCS shall give prompt notice to each other, of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of the MHC, TFS or OCS, as the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date by the MHC, TFS or OCS, as the case may be, (ii) any material failure of the MHC, TFS or OCS, 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 the MHC, TFS or OCS, 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 Date, and (iv) the occurrence of any event known to the MHC, TFS or OCS, which will result, or has a reasonable prospect of resulting, in the failure to satisfy a condition specified in Article V hereof. The delivery of such updated information shall not relieve the MHC, TFS or OCS, as the case may be, of any violation of its representations and warranties herein, and shall not have any effect for purposes of determining the satisfaction of the conditions set forth in Article V hereof other than compliance with this Section 3.3.
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.
(b) The Company shall have the right to update the sections of the Company Disclosure Letter that relate to the representations and warranties of the Company in Section 5.1 hereof with respect to any matter which arises or is discovered after the date hereof (and which the Company did not knowingly fail to disclose as of the date hereof) which, if in existence on the date hereof and known at the date of this Agreement, would have been required to be set forth in the Company Disclosure Letter (any such matter or matters, “
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.
(b) The Disclosure Schedules are attached to this Agreement as of the execution of this Agreement. On or prior to two (2) Business Days before the Closing, NSS will provide to ATS updated Disclosure Schedules, revised as necessary from the version delivered as of the execution of this Agreement, excluding any Disclosure Schedules that are made with respect to specified dates, which are not required to be updated. No update or revision to any part of the Disclosure Schedules pursuant to this Section 6.17 shall (i) be deemed to cure any breach of any representation or warranty resulting from such condition or (ii) constitute a waiver by ATS of any condition set forth in this Agreement, unless, in either case, ATS specifically agrees thereto in writing.
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) Contemporaneously with the execution and delivery of this Agreement, the Company and the Significant Shareholders are delivering to the Buying Group the Disclosure Schedule, which is an integral part of this Agreement and modifies the representations, warranties, covenants or agreements of the Company and the Significant Shareholders contained in this Agreement. Notwithstanding anything to the contrary contained in the Disclosure Schedule or in this Agreement, any fact or circumstance that is disclosed in a section of the Disclosure Schedule shall not be deemed to be disclosed in any other section of the Disclosure Schedule unless a cross-reference to such fact or circumstance is provided in such other section of the Disclosure Schedule.
(b) The Company and/or any Significant Shareholder shall give prompt notice to the Buying Group of any fact, event or circumstance known to the Company and/or any such Significant Shareholder, as the case may be that (a) is reasonably likely, individually or taken together with all other facts, events and circumstances known to it, to result in any Material Adverse Effect, (b) would cause or constitute a material breach of any of its representations, warranties, covenants or agreements contained herein or (c) would make it impossible for the Company and/or any such Significant Shareholder, as the case may be to consummate the transactions contemplated by this Agreement. Notwithstanding anything contained herein to the contrary, no such notice given by the Company or any such Significant Shareholder shall relieve any breach of the Company or any such Significant Shareholder hereunder or any obligation under Article VIII hereof.
Notification of Certain Matters; Supplemental Disclosure. Between the date hereof and the Closing, the Sellers’ Designee or the Company will promptly notify the Purchaser in writing of (i) any inaccuracy in any representation or warranty or breach of any covenant applicable to it contained herein of which any of the Sellers or the Company is aware of that, in either case, would, or would reasonably be expected to, result in a failure of any condition set forth in Article VII, (ii) any Change of which any of the Sellers or the Company is aware of that has had or would reasonably be expected to have a Company Material Adverse Effect, (iii) any material communication received by it from any Governmental Entity in connection with the transactions contemplated by this Agreement, (iv) any written communication received by it from any Person alleging that a consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (v) any cancelation or termination by any Top Merchant Customer, Top Referral Provider, Top Integrated Technology Partner, or financial institution or Card Association party to a Sponsorship Agreement or other Primary Business Contract with the Company or any Company Subsidiary, of its relationship with the Company or any Company Subsidiary or the receipt of any written notice from any such Person that any such Person intends to cancel, terminate or otherwise materially and adversely modify its relationship with the Company or any Company Subsidiary.
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.
(b) Parent shall reasonably promptly provide to Buyers any information Buyers may reasonably request with respect to any matter of which Buyers are notified pursuant to Section 5.6(a).
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.
(b) The Disclosure Schedules are attached to this Agreement as of the execution of this Agreement. On or prior to two (2) Business Days before the Closing, PMG will provide to ATS updated Disclosure Schedules, revised as necessary from the version delivered as of the execution of this Agreement, excluding any Disclosure Schedules that are made with respect to specified dates, which are not required to be updated. For purposes of Section 9.2(b) hereof, no update or revision to any part of the Disclosure Schedules pursuant to this Section 5.17 shall be deemed to cure any breach of any representation or warranty resulting from such condition.
