Notification to Buyer Sample Clauses

Notification to Buyer. Upon obtaining knowledge thereof, JMS or Parent shall promptly notify Buyer of any claim or demand which JMS or Parent has determined has given or reasonably may give rise to a right of indemnification under this Agreement and Buyer shall have a reasonable time to contest any such claim. If such claim or demand relates to a claim or demand asserted by a third party against JMS or Parent, Buyer shall have the right to settle any such claim or demand (at the expense of Buyer and without admitting that JMS or Parent had any liability with respect thereto) or to employ counsel reasonably acceptable to JMS or Parent to defend any such claim or demand asserted against JMS or Parent, and JMS or Parent shall have the right to cooperate in the defense of any such claim with counsel of JMS’ or Parent’s selection (the expense of which additional counsel to be borne by JMS or Parent). So long as Buyer is defending in good faith any such claim or demand, neither JMS nor Parent will settle such claim or demand. JMS and Parent shall make available to Buyer or its representatives, at the expense of Buyer all records and other materials required by them for their use in contesting any such claim or demand asserted by a third party against JMS or Parent. Whether or not Buyer so elects to defend any such claim or demand, JMS and Parent shall have no obligation to do so. If such claim or demand relates to a claim or demand other than one asserted by a third party against JMS or Parent, JMS and Parent shall promptly notify Buyer of JMS’ or Parent’s claim or demand against Buyer and of JMS’ and Parent’s demand for indemnification hereunder. Buyer shall then promptly pay to JMS or Parent, as appropriate, the amount of JMS’ or Parent’s claim or demand, if undisputed. In the event that Buyer shall dispute such claim or demand or any portion thereof, Buyer shall immediately notify JMS and Parent in writing specifying in detail the portion of such claim or demand (if less than all) which is disputed and the facts relied upon by Buyer as a basis for such dispute. JMS, Parent and Buyer agree to negotiate in good faith to attempt to reach a resolution of any disputed claim for indemnification hereunder in order to attempt to avoid resorting to a court of competent jurisdiction for such resolution.
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Notification to Buyer. The Seller Board shall not take any of the actions referred to in Section 6.03(b) unless Seller shall have delivered to Buyer a prior written notice advising Buyer that it intends to take such action. Seller shall notify Buyer promptly (but in no event later than 24 hours) after it obtains Knowledge of the receipt by Seller (or any of its Representatives) of any Acquisition Proposal, any inquiry that could reasonably be expected to lead to an Acquisition Proposal, any request for non-public information relating to Seller or any of its Subsidiaries or for access to the business, properties, assets, books, or records of Seller or any of its Subsidiaries by any third party in connection with an Acquisition Proposal. In such notice, Seller shall identify the third party making, and details of the material terms and conditions of, any such Acquisition Proposal, indication or request, including any proposed financing. Seller shall keep Buyer fully informed, on a current basis, of the status and material terms of any such Acquisition Proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof. Seller shall provide Buyer with at least 48 hours’ prior notice of any meeting of the Seller Board (or such lesser notice as is provided to the members of the Seller Board) at which the Seller Board is reasonably expected to consider any Acquisition Proposal. Seller shall promptly provide Buyer with a list of any non-public information concerning Seller’s and any of its Subsidiaries’ business, present or future performance, financial condition, or results of operations, provided to any third party in connection with an Acquisition Proposal, and, to the extent such information has not been previously provided to Buyer, copies of such information.
Sample 1
Notification to Buyer. Until the Closing Date or the earlier termination of this Agreement, Seller shall notify Buyer, in writing, within five (5) Business Days after receiving notice, or otherwise obtaining actual Knowledge, which notice shall constitute a Representation Update Notice subject to the terms and conditions of Section 7.1 hereof, of: (a) Any fact or event which would make any of the representations or warranties of Seller contained in this Agreement untrue, incorrect, inaccurate or misleading in any material respect or which would cause Seller to be in violation of any of its covenants or other undertakings or obligations hereunder. (b) Any violation of any law, ordinance, rules, requirements, regulations, order or law with respect to the Property or any portion thereof. (c) Any proposed change in any zoning, government dedication or law affecting the use or development of the Property or any part thereof. (d) Any pending or threatened (and unresolved) litigation which affects or relates to the Property or any part thereof and would subject Buyer to liability or which would affect the transaction contemplated hereby. (e) Any damage or destruction (excluding normal wear and tear) to the Property or any part thereof. (f) Any pending or threatened (and unresolved) condemnation or eminent domain proceeding affecting the Property or any part thereof. (g) Any written notice or other communication, from the United States Environmental Protection Agency or any other federal, state or local governmental authority having jurisdiction over the Property, with respect to (i) any alleged violation concerning the Property of any environmental laws; or (ii) the handling, release, use, discharge, storage or disposal of any hazardous materials at, on or from the Property. (h) Any notice of reassessment or other notice received from a taxing authority.
Sample 1

Related to Notification to Buyer

  • Notification to Union The Hospital will provide the union with a list, monthly of all hirings, lay-offs, recalls and terminations within the bargaining unit where such information is available or becomes readily available through the Hospital's payroll system."

  • Notification to the Union The Employer will notify the JHSC and union in writing of all incidents related to violence within 4 days. For critical injuries the Employer will notify the JHSC and the union immediately and in writing within 48 hours. Such notices will contain all of the information as prescribed in section 5 of the health care regulation.

  • Notification to Employees ‌ The Employer will inform new, transferred, promoted, or demoted employees in writing prior to appointment into positions included in the bargaining unit(s) of the Union’s exclusive representation status. Upon appointment to a bargaining unit position, the Employer will furnish the employees with membership materials provided by the Union. The Employer will inform employees in writing if they are subsequently appointed to a position that is not in a bargaining unit.

  • Notification to Holders Upon termination of the Master Servicer or appointment of a successor to the Master Servicer, in each case as provided herein, the Trustee shall promptly mail notice thereof by first class mail to the Securities Administrator and the Certificateholders at their respective addresses appearing on the Certificate Register. The Trustee shall also, within 45 days after the occurrence of any Event of Default known to the Trustee, give written notice thereof to the Securities Administrator and the Certificateholders, unless such Event of Default shall have been cured or waived prior to the issuance of such notice and within such 45-day period.

  • Authorization to Sell You are to offer and sell shares only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. This Agreement on your part runs to us and to the respective Funds and is for the benefit of and enforceable by each. The offering Prospectuses and this Agreement set forth the terms applicable to members of the Selling Group and all other representations or documents are subordinate. You understand that Class 529 shares of the Funds are available only as underlying investments through the Program.

  • Notification to Employer The Union shall notify the Employer of the names of the Employees, including the department wherein the Employee is employed, who are members of the Board of Directors, the Union Executive and Council Committees.

  • Authorization to File Borrower hereby authorizes Bank to file UCC financing statements without notice to Borrower, with all appropriate jurisdictions, as Bank deems appropriate, in order to further perfect or protect Bank’s interest in the Collateral, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to violate the rights of the Bank under the Code.

  • Notification to Securityholders Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article VIII, the Administrator shall give prompt written notice thereof to the Certificateholders and each Rating Agency, and the Indenture Trustee shall give prompt written notice thereof to the Noteholders.

  • Condition to Closing Buyer acknowledges and agrees that the Closing is contingent upon the closing of the IPO, and that if, for whatever reason, the IPO is not completed, the Company shall not be obligated to issue and sell the Restricted Shares and Buyer shall not be required to purchase the Restricted Shares and this Agreement may be terminated in accordance with Section 5(k) below.

  • Antitrust Notification If the Holder determines, in its sole judgment upon the advice of counsel, that the issuance of any Warrant Shares pursuant to the terms hereof would be subject to the provisions of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Company shall file as soon as practicable after the date on which the Company receives notice from the Holder of the applicability of the HSR Act and a request to so file with the United States Federal Trade Commission and the United States Department of Justice the notification and report form required to be filed by it pursuant to the HSR Act in connection with such issuance.

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