Update Disclosure; Breaches. (a) From and after the date hereof until the Effective Time, GuildMaster shall promptly update the GuildMaster Disclosure Letter by notice to 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 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) 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 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, GuildMaster Decorate and JBE shall promptly update the GuildMaster Decorate Disclosure Letter by notice to Decorate and JBE 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 Decorate and JBE 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) GuildMaster 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 hereof not to be satisfied, give prompt written notice thereof to Decorate 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 until the Effective Time, GuildMaster Sac River shall promptly promptly, but not less frequently than monthly, update the GuildMaster Sac River Disclosure Letter by notice to Decorate and JBE 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 Decorate and JBE 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) GuildMaster 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 Decorate Bancshares and use its best efforts to prevent or promptly remedy the same.
Appears in 1 contract
Update Disclosure; Breaches. (a) From and after the date hereof until the Effective Time, GuildMaster Bancshares shall promptly promptly, but not less frequently than monthly, update the GuildMaster Bancshares Disclosure Letter by notice to Decorate and JBE 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 Decorate and JBE 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) GuildMaster 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 hereof not to be satisfied, give prompt written notice thereof to Decorate Sac River and use its best efforts to prevent or promptly remedy the same.
Appears in 1 contract
Update Disclosure; Breaches. (a) From and after the date hereof until the Effective Time, GuildMaster Faith Walk Designs shall promptly update the GuildMaster Faith Walk Designs Disclosure Letter by notice to Decorate Decorize and JBE 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 Decorate Decorize and JBE 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) GuildMaster 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 Decorate Decorize and use its best efforts to prevent or promptly remedy the same.
Appears in 1 contract
Samples: Merger Agreement (Decorize Inc)