Notification of Developments Sample Clauses

Notification of Developments. Parent shall give reasonably prompt notice to the Purchaser, and the Purchaser shall give reasonably prompt notice to Parent, of the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which, as the case may be, would cause or be reasonably expected to cause any condition set forth in Article VIII not to be satisfied from the date hereof to the Closing; provided, however, that the delivery of any notice pursuant to this Section 5.18 shall not limit or otherwise affect the remedies available hereunder (including Article IX) to a party receiving such notice or the representations and warranties of the parties, or the conditions to the obligations of the parties hereto.
AutoNDA by SimpleDocs
Notification of Developments. Seller shall notify Buyer of any problems or developments with respect to the Station Assets or operation of the Station; and provide Buyer with prompt written notice of any change in any of the information contained in the representations and warranties made herein or in the Disclosure Schedule or any other documents delivered in connection with this Agreement.
Notification of Developments. The Seller shall give prompt notice to the Purchaser of the occurrence or non-occurrence of any event of which the Seller has Knowledge, the occurrence or non-occurrence of which would cause any representation or warranty of any of the Seller, any Company or any Subsidiary contained herein to be untrue or inaccurate in any material respect at or prior to the Closing. The Purchaser shall give prompt notice to the Seller of (a) the occurrence or nonoccurrence of any event of which the Purchaser has Knowledge, the occurrence or non-occurrence of which would cause any representation or warranty of the Purchaser contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, and (b) any material failure of Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 11.04 shall not be deemed to (a) modify the representations or warranties hereunder of the party delivering such notice, (b) modify the conditions set forth in Sections 12.01 and 12.02 or (c) limit or otherwise affect the remedies available hereunder to the party receiving such notice. Each party also will notify the other in writing of, and will use its Best Efforts to cure, before the Closing, any violation or breach, as soon as practical after it becomes known to such party, of any representation, warranty, covenant or agreement made by such party.
Notification of Developments. Each of Seller, Buyer and PennCorp will give prompt notice in writing to the other party, of and contemporaneously will provide such other party with true and complete copies of any and all information or documents relating to, and will use commercially reasonable efforts to cure before the Closing (a) any fact, condition, event or occurrence that causes or would reasonably be expected to cause or result in the conditions contained in Section 3.1 to fail to be satisfied or reasonably would be expected to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time, (b) any material failure of Seller, any Selling Subsidiary, Buyer or PennCorp, as the case may be, or any officer, director, employee, or agent of Seller, any Selling Subsidiary, Buyer or PennCorp to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it under this Agreement, or (c) any other fact, condition, event or occurrence that would reasonably be expected to result in the failure of any of the other conditions of Seller in Section 3.1 or 3.2, or one of the other conditions of Buyer and PennCorp in Section 3.1 or 3.3, to be satisfied, promptly upon becoming aware of the same. No such notification will affect the representations or warranties of the parties or the conditions to the obligations of the parties under this Agreement.
Notification of Developments. Seller shall provide Buyer
Notification of Developments. Each Party shall give prompt written notice to the other of any development of which they have knowledge prior to Closing which would alter, not be in compliance with, or result in a breach of, any of the representations, warranties, covenants or agreements of such Party in this Agreement, including any Schedule or Exhibit hereto. No disclosure by a Party pursuant to this Section 5.8, however, shall be deemed to amend or supplement any Schedule in this Agreement or to amend or cure any misrepresentation, breach of warranty, breach of covenant or breach of this Agreement.
Notification of Developments. 28 6.12 Negotiations with Third Parties..................................28 6.13 Performance......................................................28 6.14 Conditions.......................................................28 6.15
AutoNDA by SimpleDocs
Notification of Developments. Seller shall notify Buyer of any materially adverse developments with respect to any of the Assets to be sold to Buyer hereunder or the operations of the Stations and shall provide Buyer with prompt written notice of any material change in any of the information contained in the representations and warranties made herein or in the schedules hereto or in any other documents delivered in connection with this agreement. 6.12
Notification of Developments. During the period from the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Section 8.01 hereof, the Company may disclose to Buyer in writing (in the form of updated disclosure schedules) any development, fact or circumstance arising after the date hereof causing a breach of any of the representations and warranties contained in Article 3 or 4 hereof and of any breach of the covenants in this Agreement made by the Company or Seller. Such disclosures will amend and supplement the appropriate disclosure schedules delivered on the date hereof and attached hereto; provided that, such disclosures will not be deemed to amend and supplement the appropriate disclosure schedules for purposes of (a) the conditions to the Closing set forth in Section 2.02(a) above or (b) Buyer’s ability to terminate this Agreement pursuant to Section 8.01(b) below.
Notification of Developments. During the period from the date of this Agreement until the Closing Date or the earlier termination of this Agreement pursuant to Section 8.01 hereof, Buyer may disclose to Seller and the Company in writing (in the form of updated disclosure schedules) any development, fact or circumstance arising after the date hereof causing a breach of any of Buyer’s representations and warranties contained in Article 5 hereof; provided that such disclosures will not be deemed to amend and supplement the appropriate disclosure schedules for purposes of (a) the conditions to the Closing set forth in Section 2.03(a) above or (b) the Company’s ability to terminate this Agreement pursuant to Section 8.01(c) below.
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!