Notification of Material Adverse Events Sample Clauses

Notification of Material Adverse Events. (a) Sellers shall promptly notify Purchaser in writing of any event following the date hereof of which Sellers are or become aware that will or could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), rights, properties, assets or prospects of the Company or its Business or the performance by Sellers of their obligations under this Agreement.
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Notification of Material Adverse Events. Dermavant will promptly notify NovaQuest if it is aware of the occurrence of a Material Adverse Event (and Dermavant shall be responsible for requiring that each other Responsible Party notifies Dermavant of a Material Adverse Effect upon such Responsible Party becoming aware thereof).
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Notification of Material Adverse Events. The Company shall promptly notify Purchaser in writing of any event following the date hereof of which the Company is or becomes aware that will or may reasonably be expected to have a Material Adverse Effect on the Company.
Sample 1
Notification of Material Adverse Events. (a) The Company shall promptly notify the Buyer in writing of (i) any event following the date hereof and through the Closing Date of which the Company is or becomes aware that will, or is likely to, have a Company Material Adverse Effect or which could have the effect of making any representation or warranty of the Company in this Agreement untrue or incorrect in any material respect, and (ii) all other material developments affecting the Company, its business, or the financial condition, operations, results of operations, client relations, employee relations, projections or prospects of the Company of which the Company has knowledge.
Sample 1
Notification of Material Adverse Events. Each Seller agrees to promptly notify Purchaser and Purchaser and SFX agree to promptly notify Sellers in writing of any event following the date hereof of which such Seller, on the one hand, or Purchaser or SFX, on the other hand, is or becomes aware that will have a Material Adverse Effect either on FAME, on the one hand, or Purchaser or SFX, on the other hand, or a material adverse effect on the performance by such Seller, on the one hand, or Purchaser or SFX, on the other hand, of its or their obligations under this Agreement.
Sample 1
Notification of Material Adverse Events. Stockholder shall promptly notify NewCo in writing of any event following the date hereof of which Stockholder is or becomes aware that will or is likely to have a material adverse effect on Company's business, financial condition, prospects of its business, the Company Stock or on the performance by Stockholder of this Agreement. NewCo and Ampace acknowledge the disclosure of the potential termination of the RJR Tobacco Company freight business.
Sample 1
Notification of Material Adverse Events. 14.1. Each Manager, promptly upon knowledge, shall notify State Street and State Street, promptly upon knowledge, shall notify each Manager of:
Sample 1
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Notification of Material Adverse Events. (a) TG shall promptly notify MCR in writing of any event following the date hereof of which Shareholders or TG is or becomes aware that will or could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), rights, properties, assets or prospects of TG or TG's Business or the performance by Shareholders or TG of their respective obligations under this Agreement.
Sample 1
Notification of Material Adverse Events. Sellers or Indemnifying Stockholders shall promptly notify Purchaser in writing of any event following the date hereof of which Sellers or Indemnifying Stockholders are or become aware that will or could reasonably be expected to have a material adverse effect on the condition (financial or othersise), rights, properties, assets or prospects of Sellers or the performance by Sellers or Indemnifying Stockholders of their obligations under this Agreement.
Sample 1

Related to Notification of Material Adverse Events

  • Material Adverse Events Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Act), except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. No event, liability or development has occurred or exists with respect to the Company or its Subsidiaries or their respective business, properties, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is deemed made.

  • Material Adverse Event The occurrence of a MATERIAL ADVERSE EVENT.

  • Notice of Material Adverse Effect The Company shall notify the Buyer (and any subsequent holder of the Debentures), as soon as practicable and in no event later than three (3) business days of the Company’s knowledge of any Material Adverse Effect on the Company. For purposes of the foregoing, “knowledge” means the earlier of the Company’s actual knowledge or the Company’s constructive knowledge upon due inquiry.

  • Notice of Material Adverse Change Promptly inform Lender of (i) any and all material adverse changes in Borrower’s financial condition, and (ii) all claims made against Borrower which could materially affect the financial condition of Borrower.

  • Absence of Material Adverse Changes No material adverse change in the business, assets, financial condition, or prospects of the Company shall have occurred, no substantial part of the assets of the Company not substantially covered by insurance shall have been destroyed due to fire or other casualty, and no event shall have occurred which has had or will have a material adverse effect on the business, assets, financial condition or prospects of the Company.

  • No Material Adverse Event Since the respective dates as of which information is disclosed in the Registration Statement, the Prospectus and the Incorporated Documents, except as otherwise stated therein, there shall not have been (i) any change or decrease in previously reported results specified in the letter or letters referred to in paragraph (d) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, the Prospectus and the Incorporated Documents (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Manager, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof), the Incorporated Documents and the Prospectus (exclusive of any amendment or supplement thereto).

  • Absence of Material Adverse Change On the Closing Date, no circumstance shall exist that constitutes a REIT II Material Adverse Effect.

  • Absence of Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

  • No Adverse Events Between the date hereof and the Closing Date, neither the business, assets or condition, financial or otherwise, of the Company taken as a whole shall have been materially adversely affected in any manner.

  • Notice of Suits, Adverse Events Furnish Agent with prompt notice of (i) any lapse or other termination of any Consent issued to any Borrower by any Governmental Body or any other Person that is material to the operation of any Borrower's business, (ii) any refusal by any Governmental Body or any other Person to renew or extend any such Consent; and (iii) copies of any periodic or special reports filed by any Borrower with any Governmental Body or Person, if such reports indicate any material change in the business, operations, affairs or condition of any Borrower, or if copies thereof are requested by Lender, and (iv) copies of any material notices and other communications from any Governmental Body or Person which specifically relate to any Borrower.

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