Seller Notification. Select or the Company shall promptly (and in any event prior to Closing) notify each of the Sellers in case (i) any of the Option Sellers indicates to Select or the Company that such Option Seller intends to not exercise its, his or her Vested Options (or any part thereof) or (ii) any of the Sellers indicates to Select or the Company that such Seller intends to not sell the Purchased Interests held by such Seller pursuant to this Agreement.
Seller Notification. Buyer shall immediately notify Seller of any material changes concerning the representations and warranties contained in this Section 9.
Seller Notification. Prior to the Closing, upon determining that (a) any event, condition, fact or circumstance would make timely satisfaction of a condition in Article 2 impossible or unlikely, or (b) any Material Adverse Effect, Seller shall promptly notify in writing the Buyer of such determination. Prior to the Closing, upon determining that any event, condition, fact or circumstance would make timely satisfaction of a condition in Article 2 impossible or unlikely, Buyer shall promptly notify in writing Seller of such determination. Notwithstanding anything to the contrary in this Agreement, in the event that following the date hereof and prior to Seller’s delivery of the Estimated Closing Statement, Seller becomes aware of any inaccuracy in a representation or warranty set forth in Section 3.02(c), in each case solely with respect to the information in respect of the Phantom Units, Seller shall be entitled to update Schedule 3.02(c) by delivering written notice of such update to Buyer, so long as (a) such written notice is delivered to Buyer prior to Seller’s delivery of the Estimated Closing Statement and (b) such update does not increase in any respect Buyer’s aggregate obligations (financial or otherwise) under this Agreement or with respect to the transactions contemplated hereby.
Seller Notification. Until the Closing, the Seller will give prompt notice to the Purchaser upon becoming aware of (a) the occurrence, or non-occurrence, of any event, the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty of the Seller or the Shareholders contained in this Agreement to be untrue or inaccurate, in each case at any time from and after the date of this Agreement until the Closing, (b) any failure to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by the Seller or the Shareholders under this Agreement and (c) the failure of any condition precedent to the Purchaser’s obligations under this Agreement. No notification pursuant to this Section 5.4 will be deemed to amend or supplement the Seller Disclosure Schedule, prevent or cure any misrepresentation, breach of warranty or breach of covenant, or limit or otherwise affect any rights or remedies available to the Purchaser, including pursuant to Article 7 or Article 9, except as otherwise provided elsewhere in this Agreement.
Seller Notification. The Seller shall promptly (but only following the written request of the Purchaser) notify, or cause its Affiliates to notify, the counterparties to each Transferred Contract which has been assigned and/or is proposed to be assigned by the Seller or its applicable Affiliate to the Purchaser or its Affiliates.
