Update Disclosure; Breaches. (a) From and after the date hereof until the Effective Time, Bancshares shall promptly, but not less frequently than monthly, update the Bancshares Disclosure Letter by notice to Sac River to reflect any matters which have occurred from and after the date hereof which, if existing on the date hereof, would have been required to be described therein; provided, however, that no such update shall affect the conditions to the obligation of Sac River to consummate the transactions contemplated hereby, except as provided herein, and any and all changes reflected in any such update shall be considered in determining whether such conditions have been satisfied. (b) Bancshares shall, in the event it becomes aware of the impending or threatened occurrence of any event or condition which would cause or constitute a material breach (or would have caused or constituted a breach had such event occurred or been known prior to the date hereof) of any of its representations or agreements contained or referred to herein or which would cause any of the conditions to the obligations of any party set forth in Article IX to be satisfied, give prompt written notice thereof to Sac River and use its best efforts to prevent or promptly remedy the same.
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Update Disclosure; Breaches. (a) From and after the date hereof until the Effective Time, Bancshares Faith Walk Designs shall promptly, but not less frequently than monthly, promptly update the Bancshares Faith Walk Designs Disclosure Letter by notice to Sac River Decorize and Step of Faith to reflect any matters which have occurred from and after the date hereof which, if existing on the date hereof, would have been required to be described therein; provided, however, that no such update shall affect the conditions to the obligation of Sac River Decorize and Step of Faith to consummate the transactions contemplated hereby, except as provided herein, and any and all changes reflected in any such update shall be considered in determining whether such conditions have been satisfied.
(b) Bancshares Faith Walk Designs shall, in the event it becomes aware of the impending or threatened occurrence of any event or condition which would cause or constitute a material breach (or would have caused or constituted a breach had such event occurred or been known prior to the date hereof) of any of its representations or agreements contained or referred to herein or which would cause any of the conditions to the obligations of any party set forth in Article IX hereof not to be satisfied, give prompt written notice thereof to Sac River Decorize and use its best efforts to prevent or promptly remedy the same.
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Samples: Merger Agreement (Decorize Inc)
Update Disclosure; Breaches. (a) From and after the date hereof of this Agreement until the Effective Closing Time, Bancshares Sellers and Central Telcom shall promptly, but not less frequently than monthly, update the Bancshares Disclosure Letter Purchaser on a regular basis by written notice to Sac River the Purchaser to reflect any matters which have occurred from and after the date hereof of this Agreement which, if existing on the date hereofof this Agreement, would have been required to be described therein; provided, however, that no such update shall affect the conditions to the obligation of Sac River to consummate the transactions contemplated hereby, except as provided herein, and any and all changes reflected in any such update shall be considered in determining whether such conditions have been satisfiedon Sellers Disclosure Statement.
(b) Bancshares Sellers and Central Telcom shall, in the event it any of them becomes aware of the impending or threatened occurrence of any event or condition which would cause or constitute a material breach (or would have caused or constituted a material breach had such event occurred or been known prior to the date hereofof this Agreement) of any of its their representations or agreements contained or referred to herein or which would cause any of the conditions to the obligations of any party set forth in Article IX to be satisfiedherein, give prompt written notice thereof to Sac River the Purchaser and use its best efforts to prevent or promptly remedy the same; provided, however, that the delivery of any notice pursuant to this Section shall not limit or otherwise affect the remedies available hereunder to the Purchaser. If, however, the Purchaser consummates the Membership Sales, it shall be deemed to have waived any breach of a representation, warranty or covenant which has been corrected by amendment by the information disclosed by Sellers or Central Telcom pursuant to this Section prior to the satisfaction of the conditions to the purchase set out in Article VI.
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Samples: Membership Purchase Agreement (Lynch Interactive Corp)
Update Disclosure; Breaches. (a) From and after the date hereof until the Effective Time, Bancshares Sac River shall promptly, but not less frequently than monthly, update the Bancshares Sac River Disclosure Letter by notice to Sac River Bancshares to reflect any matters which have occurred from and after the date hereof which, if existing on the date hereof, would have been required to be described therein; provided, however, that no such update shall affect the conditions to the obligation of Sac River Bancshares to consummate the transactions contemplated hereby, except as provided herein, and any and all changes reflected in any such update shall be considered in determining whether such conditions have been satisfied.
(b) Bancshares Sac River shall, in the event it becomes aware of the impending or threatened occurrence of any event or condition which would cause or constitute a material breach (or would have caused or constituted a breach had such event even occurred or been known prior to the date hereof) of any of its representations or agreements contained or referred to herein or of which would cause any of the conditions to the obligations of any party set forth in Article IX hereof not to be satisfied, give prompt written notice thereof to Sac River Bancshares and use its best efforts to prevent or promptly remedy the same.
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Update Disclosure; Breaches. (a) From and after the date hereof until the Effective Time, Bancshares GuildMaster shall promptly, but not less frequently than monthly, promptly update the Bancshares GuildMaster Disclosure Letter by notice to Sac River Decorate and JBE to reflect any matters which have occurred from and after the date hereof which, if existing on the date hereof, would have been required to be described therein; provided, however, that no such update shall affect the conditions to the obligation of Sac River Decorate and JBE to consummate the transactions contemplated hereby, except as provided herein, and any and all changes reflected in any such update shall be considered in determining whether such conditions have been satisfied.
(b) Bancshares GuildMaster shall, in the event it becomes aware of the impending or threatened occurrence of any event or condition which would cause or constitute a material breach (or would have caused or constituted a breach had such event occurred or been known prior to the date hereof) of any of its representations or agreements contained or referred to herein or which would cause any of the conditions to the obligations of any party set forth in Article IX hereof not to be satisfied, give prompt written notice thereof to Sac River Decorate and use its best efforts to prevent or promptly remedy the same.
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Samples: Merger Agreement (Decorize Inc)
Update Disclosure; Breaches. (a) From and after the date hereof until the Effective Time, Bancshares Decorate and JBE shall promptly, but not less frequently than monthly, promptly update the Bancshares Decorate Disclosure Letter by notice to Sac River GuildMaster to reflect any matters which have occurred from and after the date hereof which, if existing on the date hereof, would have been required to be described therein; provided, however, that no such update shall affect the conditions to the obligation of Sac River GuildMaster or the GuildMaster Shareholders to consummate the transactions contemplated hereby, except as provided herein, and any and all changes reflected in any such update shall be considered in determining whether such conditions have been satisfied.
(b) Bancshares Decorate and JBE shall, in the event it becomes they become aware of the impending or threatened occurrence of any event or condition which would cause or constitute a material breach (or would have caused or constituted a breach had such event occurred or been known prior to the date hereof) of any of its their representations or agreements contained or referred to herein or which would cause any of the conditions to the obligations of any party set forth in Article IX not to be satisfied, give prompt written notice thereof to Sac River GuildMaster and use its their best efforts to prevent or promptly remedy the same.
Appears in 1 contract
Samples: Merger Agreement (Decorize Inc)
Update Disclosure; Breaches. (a) From and after the date hereof of this Agreement until the Effective Closing Time, Bancshares Sellers and Central Utah shall promptly, but not less frequently than monthly, update the Bancshares Disclosure Letter Purchaser on a regular basis by written notice to Sac River the Purchaser to reflect any matters which have occurred from and after the date hereof of this Agreement which, if existing on the date hereofof this Agreement, would have been required to be described therein; provided, however, that no such update shall affect the conditions to the obligation of Sac River to consummate the transactions contemplated hereby, except as provided herein, and any and all changes reflected in any such update shall be considered in determining whether such conditions have been satisfiedon Sellers Disclosure Statement.
(b) Bancshares Sellers and Central Utah shall, in the event it any of them becomes aware of the impending or threatened occurrence of any event or condition which would cause or constitute a material breach (or would have caused or constituted a material breach had such event occurred or been known prior to the date hereofof this Agreement) of any of its their representations or agreements contained or referred to herein or which would cause any of the conditions to the obligations of any party set forth in Article IX to be satisfiedherein, give prompt written notice thereof to Sac River the Purchaser and use its best efforts to prevent or promptly remedy the same; provided, however, that the delivery of any notice pursuant to this Section shall not limit or otherwise affect the remedies available hereunder to the Purchaser. If, however, the Purchaser consummates the Stock Sales, it shall be deemed to have waived any breach of a representation, warranty or covenant which has been corrected by amendment by the information disclosed by Sellers or Central Utah pursuant to this Section prior to the satisfaction of the conditions to the purchase set out in Article VI.
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