Notice of Certain Matters Sample Clauses

Notice of Certain Matters. (a) From the date hereof until the Closing, each Party shall promptly notify the other Parties of any occurrence of which it is aware that is reasonably likely to result in any of the conditions set forth in Article VI becoming incapable of being satisfied; provided, however, that any Party’s failure to give notice of any such occurrence as required pursuant to this Section 5.3(a) shall not be (i) deemed to be a breach of the covenant contained in this Section 5.3(a), but instead shall (if applicable) constitute only a breach of the applicable underlying representation, warranty, covenant or agreement, or (ii) taken into account in determining whether the conditions to Closing set forth in Article VI have been satisfied. (b) Without limitation to Section 5.3(a), if there occurs any facts, events or circumstances after the date hereof and before the Closing that constitutes a material breach of any representations or warranties of the Warrantors that are to be repeated at the Closing, the Warrantors shall promptly execute a certificate detailing such facts, events or circumstances and deliver such certificate to Orchid Asia, whereupon the Disclosure Schedule shall be deemed to have been updated with such facts, events or circumstances as set forth in such certificate (but such update shall be deemed to qualify only the representations and warranties (other than the Warrantor Fundamental Warranties) that are repeated at the Closing). Upon and after any such update to the Disclosure Schedule, (i) if the Warrantors acknowledge that such facts, events or circumstances are adverse to the interests of the Group Companies or Orchid Asia in a material respect, Orchid Asia shall be entitled to terminate this Agreement by written notice to the Company, and (ii) if Orchid Asia and the Warrantors, in their respective reasonable beliefs, disagree as to whether such facts, events or circumstances are adverse to the interests of the Group Companies or Orchid Asia in a material respect, Orchid Asia and the Warrantors shall consult with each other in good faith with a view to resolving such disagreement (including agreeing on any adjustments to the terms of the transactions contemplated hereby that may be necessary) as soon as reasonably practicable, provided, however, that, notwithstanding anything herein to the contrary, Orchid Asia (x) shall not be obligated to proceed with the Closing unless and until Orchid Asia and the Warrantors have resolved such disagreement throug...

Notice of Certain Matters. Notify the Bank immediately upon acquiring knowledge of the occurrence of any of the following events: (a) the occurrence of any event having a Material Adverse Effect; (b) the occurrence of any Event of Default or any Default; (c) the existence of any condition requiring a mandatory prepayment pursuant to Section 3.1 hereof; (d) any failure to pay when due any amount payable to the Bank by the Borrower, any Subsidiary or any Guarantor under any non-Eximbank guaranteed loan(s) extended by the Bank to the Borrower, any Subsidiary or any Guarantor; (e) the filing of an action for debtor's relief by, against, or on behalf of the Borrower, any Subsidiary or any Guarantor; (f) any actual or threatened breach of any Export Order, Indirect Export Order or Direct Export Contract by any party to any such contract or (g) any threatened or pending material litigation against the Borrower, any Subsidiary or any Guarantor or any material dispute involving the Borrower, any Subsidiary or any Guarantor. The Borrower shall promptly notify the Bank in writing of the occurrence of any of the following: (a) the Borrower, any Subsidiary or any Guarantor begins or consents in any manner to any proceeding or arrangement for its liquidation in whole or in part or to any other proceeding or arrangement whereby any of its liabilities or whereby any receiver, trustee, liquidator or the like is appointed for it or any substantial part of its assets (including, without limitation, the filing by the Borrower, any Subsidiary or any Guarantor of a petition for appointment as a debtor-in-possession under Title 11 of the U.S. Code); (b) the Borrower, any Subsidiary or any Guarantor fails to obtain the dismissal or stay on appeal within thirty (30) calendar days of the commencement of any proceeding arrangement referred to in (a) above; (c) the Borrower, any Subsidiary or any Guarantor begins any other procedure for the relief of financially distressed or insolvent debtors, or such procedure has been commenced against it, whether voluntarily or involuntarily, and such procedure has not been effectively terminated, dismissed or stayed within thirty (30) calendar days after the commencement thereof, or (d) the Borrower, any Subsidiary or any Guarantor begins any procedure for its dissolution, or a procedure therefore has been commenced against it.

Notice of Certain Matters. Each party will notify the other party in writing promptly after learning of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger; (ii) any notice or other communication from any Governmental Entity in connection with the Merger; (iii) any action, suit, arbitration, mediation, proceeding, claim or investigation by or before any Governmental Entity or arbitrator initiated by or against it or any of its Subsidiaries, or known by it or any of its Subsidiaries to be threatened against it or any of its respective directors, officers, employees or shareholders in their capacity as such, or of any written correspondence from any Person asserting or implying a claim against it or with respect to any of its assets or properties (including Intellectual Property) that is, or is reasonably expected to be, material and adverse to it and its Subsidiaries, taken as a whole; (iv) any change, occurrence or event which is reasonably expected to cause any of the conditions to closing set forth in Article VIII not to be satisfied; (v) in the case of the Company, any written claim, or any written inquiry by any Taxing authority, regarding a material deficiency to pay Taxes payable; or (vi) in the case of the Company, any event that occurs after the date of this Agreement, that had it occurred prior to the date of this Agreement, would have constituted an exception to the representation set forth in Section 5.6(e). Each party shall give to the other party prompt notice of any representation or warranty made by such party contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure by such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties herein or affect the satisfaction or non-satisfaction of any conditions to the obligations of the parties under this Agreement or otherwise limit or affect the remedies available hereunder to Parent or the Company.

Notice of Certain Matters. Notify the Agent promptly upon acquiring knowledge of the occurrence of any of the following: the institution or threatened institution of any lawsuit or administrative proceeding affecting any Obligor in which the claim exceeds $1,000,000.00; when the Borrower believes that there has been a Material Adverse Change; or the occurrence of any Event of Default or any Default. The Borrower will notify the Agent in writing at least thirty (30) Business Days prior to the date that any Obligor changes its name or the location of its chief executive office or principal place of business or the place where it keeps its books and records.

Notice of Certain Matters. Give Agent written notice of the following promptly (and in any event within five Business Days) after any executive officer of Borrower shall become aware of the same: (a) the issuance by any court or governmental agency or authority of any injunction, order or other restraint prohibiting, or having the effect of prohibiting, the performance of this Agreement, any other Loan Document, or the making of the Loans or the initiation of any litigation, or any claim or controversy which would reasonably be expected to result in the initiation of any litigation, seeking any such injunction, order or other restraint; (b) the filing or commencement of any action, suit or proceeding, whether at law or in equity or by or before any court or any Governmental Authority involving claims in excess of $1,000,000 (exclusive of claims covered by insurance) or which may reasonably be expected to result in a Default hereunder; (c) any Event of Default or Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) the incurrence of material burdensome restrictions under contracts or applicable law which could reasonably be expected to have a Material Adverse Effect and any other event (including strikes, labor disputes or loss of use of material patents or trademarks) which could reasonably be expected to have a Material Adverse Effect; and Borrower will also notify Agent in writing at least 30 days prior to the date that any Obligor changes its name or the location of its chief executive office or principal place of business or the place where it keeps its books and records.

Notice of Certain Matters. The Company shall give prompt ------------------------- notice to the Purchaser, and the Purchaser shall give prompt notice to the Company, of (a) the occurrence or non-occurrence of any event which would be likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (ii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied in all material respects and (b) any failure of the Company or of the Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder in any material respect; provided that the delivery of any notice pursuant to this Section shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notice of Certain Matters. If MSCI at any time believes that Xxxxxx Xxxxxxx is not in full compliance with its obligations under Sections 4.01(a), 4.01(b) or 4.01(c), MSCI shall so notify Xxxxxx Xxxxxxx in writing of such possible non-compliance by Xxxxxx Xxxxxxx. Such notice (a “Non-Compliance Notice”) shall set forth in reasonable detail the basis for MSCI’s belief as well as MSCI’s view as to the steps to be taken by Xxxxxx Xxxxxxx to address the possible non-compliance. For the 30 days after receipt of such a notice, the members of the Operating Committee (or, if so determined by them, other representatives of Xxxxxx Xxxxxxx and MSCI) shall work in good faith to develop a plan to resolve the matters referred to in the Non-Compliance Notice. In the event such matters are not resolved through such discussions, the matter shall be referred for resolution as contemplated by Section 4.04(b). If such matters are not resolved pursuant to Section 4.04(b), MSCI may elect, by notice delivered within 14 days following completion of the time period contemplated by Section 4.04(b), to terminate Xxxxxx Xxxxxxx’x obligation to provide or procure, and its obligation to purchase, the Service or Services referred to in its Non-Compliance Notice in accordance with Section 6.02. In the event such matters are resolved through such discussions or, notwithstanding the failure to resolve such matters MSCI does not elect to terminate such Service or Services within such 14-day period, MSCI shall not be entitled to deliver another Non-Compliance Notice or pursue other remedies with respect to same or any substantially similar matter so long as, in the event of a resolution, Xxxxxx Xxxxxxx complies in all material respects with the terms of such resolution. In no event shall any termination of any Service or Services pursuant to this Section 4.06 limit or affect MSCI’s right to seek remedies in respect of any breach by Xxxxxx Xxxxxxx of any of its obligations under this Agreement prior to such termination, subject to the limitations set forth in Article 5.

Notice of Certain Matters. Prior to the Effective Time, each Party shall promptly notify the other Parties of any fact, event, occurrence, circumstance, or condition that (a) constitutes or has caused, or would reasonably be expected to cause, a material breach of any of the representations, warranties, covenants, or agreements of such Party set forth in this Agreement, provided, however, that no such notification shall (i) affect the representations, warranties, covenants, or agreements of the Parties, or the conditions to the obligations of the Parties, contained in this Agreement or (ii) be deemed to amend or supplement the Disclosure Memoranda; (b) has had, or would reasonably be expected to have, either individually or taken together with all other facts, events, occurrences, circumstances, and conditions known to such Party, a Material Adverse Effect on such Party; or (c) would, or would reasonably be expected to, prohibit or materially impede or delay the consummation of the transactions contemplated by this Agreement. Further, each Party shall promptly notify the other Parties of any notice or other communication from any third party alleging that the consent or approval of such third party is or may be required in connection with any of the transactions contemplated by this Agreement. Additionally, upon a Party receiving notice that any officer of such Party or any of its Subsidiaries with a title of executive vice-president or higher intends to terminate his or her employment with such Party or any of its Subsidiaries, such Party promptly shall give the other Parties notice of the same. The failure of a Party to comply with this Section 7.2 shall not in and of itself constitute the failure of any condition set forth in Section 8.2 or Section 8.3 to be satisfied unless the underlying fact, event, occurrence, circumstance, or condition would independently result in the failure of a condition set forth in Section 8.2 or Section 8.3 to be satisfied.

Notice of Certain Matters. Notify the Agent promptly upon acquiring knowledge of the occurrence of any of the following events: (a) the institution or threatened institution of any lawsuit or administrative proceeding affecting a Loan Party that is not covered by insurance (less applicable deductible amounts) and which, if determined adversely to such Loan Party, could reasonably be expected to have a Material Adverse Effect; (b) the occurrence of any Material Adverse Change, or of any event that in the good faith opinion of such Loan Party is likely to result in a Material Adverse Change, affecting such Loan Party; (c) the occurrence of any Event of Default or any Default; (d) a change by Xxxxx’x Investors Service, Inc. or by Standard and Poor’s Ratings Group in the rating of the Funded Debt of Panhandle Eastern; and (e) such other information respecting the business, financial condition, operations or assets of the Loan Parties as any Agent, or any Bank through the Agent, may from time to time reasonably request.

Notice of Certain Matters. Give Agent written notice of the following promptly after any executive officer of Borrower shall become aware of the same: (a) the issuance by any court or governmental agency or authority of any injunction, order or other restraint prohibiting, or having the effect of prohibiting, the performance of this Agreement, any other Loan Document, or the making of the Loans or the initiation of any litigation, or any claim or controversy which would reasonably be expected to result in the initiation of any litigation, seeking any such injunction, order or other restraint; (b) the filing or commencement of any action, suit or proceeding, whether at law or in equity or by or before any court or any Governmental Authority involving claims which could reasonably be expected to result in a Default hereunder or a Material Adverse Effect; and (c) any Event of Default or Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with the respect thereto. Borrower will also notify Agent in writing at least 30 days prior to the date that it changes its name or the location of its chief executive office or principal place of business or the place where it keeps its books and records.