Common use of Notice of Developments Clause in Contracts

Notice of Developments. Prior to the Closing, each Party shall promptly notify the other Parties in writing of all events, circumstances, facts and occurrences arising subsequent to the date of this Agreement which could reasonably be expected to result in any material breach of a representation or warranty or covenant of such Party contained in this Agreement or which could have the effect of making any material representation or warranty of such Party contained in this Agreement untrue or incorrect in any respect.

Appears in 4 contracts

Samples: Commutation and Release Agreement (Security Capital Assurance LTD), Release and Restructuring Agreement (Security Capital Assurance LTD), Release and Restructuring Agreement (Xl Capital LTD)

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Notice of Developments. Prior to the Closing, each Party the parties shall promptly notify the other Parties party in writing of all events, circumstances, facts and occurrences arising subsequent to the date of this Agreement (a) which could reasonably be expected to result in any material breach of a representation or warranty or covenant of such Party contained party in this Agreement or (b) which could reasonably be expected to have (i) the effect of making any material representation or warranty of such Party contained party in this Agreement untrue or incorrect in any respect, or (ii) a Material Adverse Effect.

Appears in 3 contracts

Samples: Limited Liability Company Purchase Agreement (Macquarie Infrastructure Assets LLC), Limited Liability Company Purchase Agreement (Macquarie Infrastructure CO Trust), Limited Liability Company Purchase Agreement (Macquarie Infrastructure CO LLC)

Notice of Developments. Prior to the Closing, each Party of the parties hereto shall promptly notify the other Parties in writing of all events, circumstances, facts and occurrences occurrences, whether arising prior to or subsequent to the date of this Agreement which could Agreement, that will or are reasonably be expected likely to result in any material breach of a representation or warranty or covenant of such Party contained made by the notifying party in this Agreement or which could have any failure to be satisfied of any condition to the effect obligations of making any material representation or warranty of the party receiving such Party contained in notice under this Agreement untrue or incorrect in any respectAgreement.

Appears in 2 contracts

Samples: Employment Agreement (Euromed Inc), Asset Purchase Agreement (Renters Choice Inc)

Notice of Developments. Prior to the Closing, each Party party shall notify, as promptly notify as is reasonably practicable, the other Parties party, in writing writing, of all material events, circumstances, facts and occurrences arising subsequent to the date of this Agreement which could reasonably be expected to result in any material breach of a representation or warranty or covenant of such Party contained party in this Agreement or which could reasonably be expected to have the effect of making any material representation or warranty of such Party contained party in this Agreement untrue or incorrect in any material respect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (155 East Tropicana, LLC), Purchase Agreement (Textron Inc)

Notice of Developments. Prior to the Closing, each Party party hereto shall promptly notify the other Parties parties hereto in writing of all events, circumstances, facts and occurrences arising subsequent to the date of this Agreement which could reasonably be expected to result in any material breach of a representation or warranty or covenant of such Party contained party in this Agreement or which could have the effect of making any material representation or warranty of such Party contained party in this Agreement untrue or incorrect in any respect.

Appears in 2 contracts

Samples: Note Purchase Agreement (Classic Vacation Group Inc), Note Purchase Agreement (Expedia Inc)

Notice of Developments. Prior to the Closing, (a) each Party shall promptly notify the other Parties in writing or by email of all events, circumstances, facts and occurrences arising subsequent to the date of this Agreement which could reasonably be expected to result in any material breach of a representation or warranty or covenant or agreement of such Party contained in this Agreement or which could have the effect of making any material representation or warranty of such Party contained in this Agreement untrue or incorrect in any respect.Agreement, and

Appears in 1 contract

Samples: Share Purchase Agreement

Notice of Developments. Prior to the Closing, each Party (a) Each party shall promptly notify the other Parties party in writing of all events, circumstances, facts and occurrences arising subsequent to the date of this Agreement which that could reasonably be expected to result in any material breach of a representation or warranty by or covenant of such Party contained party in this Agreement or which that could have the effect of making any material representation or warranty of by such Party contained party in this Agreement untrue or incorrect in any material respect.

Appears in 1 contract

Samples: Services Agreement (Citizens Communications Co)

Notice of Developments. Prior to the Closing, the each Party party hereto shall promptly notify the other Parties parties in writing of of: (i) all events, circumstances, facts and occurrences arising subsequent to the date of this Agreement which that could reasonably be expected to result in any material breach of a representation or warranty or covenant of any such Party contained party in this Agreement or which that could have the effect of making any material representation or warranty of any of such Party contained party in this Agreement untrue or incorrect in any material respect, and (ii) all other developments that are, or could reasonably be expected to result in, a Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Activcard Corp)

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Notice of Developments. Prior to the Closing, each Party shall promptly notify the other Parties in writing of (i) all events, circumstances, facts and occurrences arising subsequent to the date of this Agreement which that could reasonably be expected to result in any material breach of a representation their respective representations, warranties or warranty or covenant of such Party contained covenants in this Agreement or which that could have the effect of making any material representation or warranty of such Party contained their respective representations, warranties in this Agreement untrue or incorrect in any respectmaterial respect and (ii) all other material developments affecting the ability of such Party to perform its obligations under this Agreement.

Appears in 1 contract

Samples: Master Transfer Agreement (Sprint Corp)

Notice of Developments. Prior to the Closing, each Party party shall notify, as promptly notify as is reasonably practicable, the other Parties party, in writing writing, of all material events, circumstances, facts and occurrences arising subsequent to the date of this Agreement which that could reasonably be expected to result in any material breach of a representation or warranty or covenant of such Party contained party in this Agreement or which that could reasonably be expected to have the effect of making any material representation or warranty of such Party contained party in this Agreement untrue or incorrect in any material respect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Interlink Electronics Inc)

Notice of Developments. Prior to Each of the Closing, each Party parties hereto shall promptly notify the other Parties party in writing of all events, circumstances, facts and occurrences arising subsequent to the date of this Agreement which could reasonably be expected to result results in any material breach of a representation or warranty or covenant of such Party contained party in this Agreement or which could have has the effect of making any material representation or warranty or covenant of such Party contained party in this Agreement untrue or incorrect in any respect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Navios Maritime Acquisition CORP)

Notice of Developments. Prior to the Closing, each Party party hereto shall promptly notify the other Parties party in writing of (a) all events, circumstances, facts and occurrences arising subsequent to the date of this Agreement which could reasonably be expected to result in any material breach of a representation or warranty or covenant of such Party contained party in this Agreement or Agreement, which could have the effect of making any material representation or warranty of such Party contained party in this Agreement untrue or incorrect in any respectrespect or cause the failure of any condition to Closing to be satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ebenx Inc)

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