Notification of Material Adverse Events. Seller shall promptly notify Buyer in writing of any event following the date hereof and prior to the Closing which Seller is or becomes aware of that will or is likely to have a material adverse effect on the Assets, liabilities, financial condition, Business, operations or prospects of Seller, or on the performance by Seller or Selling Stockholder of this Agreement or any of the transactions contemplated under this Agreement.
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).
Notification of Material Adverse Events. The Company and Seller shall each promptly notify Purchaser in writing of any event following the date hereof of which the Company or Seller 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 the Business or the performance by Seller or the Company of their respective obligations under this Agreement.
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.
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:
14.1.1. any notice of violation of any applicable laws, rules or regulations, orders, judgments or decrees promulgated by any regulatory, self-regulatory, administrative or judicial authority that relates to the performance of the Services or which may have a material adverse effect on its ability to fulfill its duties and obligations under this Agreement; or
14.1.2. the commencement of any litigation or any regulatory, self-regulatory, administrative or judicial proceeding or investigation adverse to such Party that relates to the performance of the Services or which may have a material adverse effect on its ability to fulfill its duties and obligations under this Agreement; or
14.1.3. Any other event relating to such Party which may have a material adverse effect on its ability to perform the Services or fulfill its duties and obligations under this Agreement, as the case may be.
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.
(b) MCR shall promptly notify TG or the Indemnifying Shareholders in writing of any event following the date hereof of which MCR 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 MCR or the MCR's Business or the performance by MCR of its obligations under this Agreement.
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.
(b) The Buyer shall promptly notify the Company in writing of any event following the date hereof and through the Closing Date of which the Buyer is or becomes aware that will, or is likely to, have a Buyer Xxxxx Xxxxxxxx Adverse Effect or which could have the effect of making any representation or warranty of the Buyer Group in this Agreement untrue or incorrect in any material respect and all other material developments affecting the Buyer Group, the business, or the financial condition, operations or results of operations, projections or prospectus of the Buyer Group of which the Buyer Group has knowledge.
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.
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.
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.
(b) Purchaser shall promptly notify Representative in writing of any event following the date hereof of which Purchaser 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 Purchaser or the performance by Purchaser of its obligations under this Agreement.
