Common use of Notice of Developments Clause in Contracts

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Segmentz Inc), Stock Purchase Agreement (Segmentz Inc)

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Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Pivotal Corp), Membership Interest Purchase Agreement (Specialty Care Network Inc), Share Purchase Agreement (Pivotal Corp)

Notice of Developments. The Sellers will give prompt written notice to the Buyer Purchaser of any material adverse development causing of which any of them learns which would constitute or otherwise cause a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Sellers' Disclosure Schedule Letter or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Response Oncology Inc), Stock Purchase Agreement (Seafield Capital Corp), Stock Purchase Agreement (Seafield Capital Corp)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule disclosures contained in the Schedules hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Amco Transport Holdings Inc), Stock Purchase Agreement (Amco Transport Holdings Inc), Stock Purchase Agreement (Bestway Coach Express Inc)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others other of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any either Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Penn Treaty American Corp), Stock Purchase Agreement (Penn Treaty American Corp)

Notice of Developments. The Sellers will give prompt written notice to the Buyer Buyers of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Sunrise Usa Inc), Stock Purchase Agreement (Sunrise Usa Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 aboveSection 4. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, II or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Securities Purchase and Exchange Agreement (TerrAscend Corp.), Securities Purchase and Exchange Agreement

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Stock Purchase Agreement (WellTek Inc), Stock Purchase Agreement (Segmentz Inc)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development Material Adverse Effect causing a breach of any of the representations and warranties in §4 Section 3 above. Each Party will give prompt written notice to the others of any material adverse development Material Adverse Effect causing a breach of any of his or its own representations and warranties in §Section 3 or 4 above. No disclosure by any Party pursuant to this §5(f)section, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule disclosure schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ultralife Corp), Asset Purchase Agreement (Ultralife Corp)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ultralife Batteries Inc), Stock Purchase Agreement (Ultralife Batteries Inc)

Notice of Developments. The Sellers Seller Entities will give prompt written notice to the Buyer upon becoming aware of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others upon becoming aware of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Checkfree Corp \Ga\), Stock Purchase Agreement (Uil Holdings Corp)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §paragraph 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Novus Robotics Inc.), Stock Purchase Agreement (Ecoland International)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her, or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Business Sale and Membership Interest (Penford Corp), Business Sale and Membership Interest (Penford Corp)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Article 5 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Article 3 or Article 4 above. No disclosure by any Party pursuant to this §5(f)Section 6.6, however, shall be deemed to amend or supplement Annex I, Annex IISchedules 3 or 4, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Remote MDX Inc)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her, or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §5(fSection 5(d), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Presidential Life Corp)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Wintrust Financial Corp)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Article IV above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her, or its own representations and warranties in §3 Article III above. No disclosure by any Party pursuant to this §5(f)Section 5.5, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement

Notice of Developments. The Sellers will give prompt written notice to the Buyer Buyers of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall will be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Find the World Interactive, Inc.)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Articles III or IV above. Each Party The Buyer will give prompt written notice to the others Seller of any material adverse development causing a breach of any of his or its own representations and warranties in §3 Article V above. No disclosure by any Party pursuant to this §5(f)Section 8.4, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule schedules hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Refac Optical Group)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others other Party of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex ISchedule 3(a), Annex IISchedule 3(b), or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (National Vision Associates LTD)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Section4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 Section3 above. No disclosure by any Party pursuant to this §5(fSection5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aurelio Resource Corp)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Article 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Article 3 above. Such disclosure will be deemed to amend the Disclosure Schedule. No disclosure by any Party pursuant to this §Article 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (North Face Inc)

Notice of Developments. The (a) Sellers will give prompt written notice to the Buyer of any material adverse development or of any Material Adverse Effect causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her, or its own representations and warranties in §3 Sections 3.1 or 3.2 above. No disclosure by any Party pursuant to this §5(f)Section 5.6, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Crocs, Inc.)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her, or its own representations and warranties in §3 and §4A above. No disclosure by any Party pursuant to this §5(f), however, shall be deemed to amend or supplement Annex Appendix I, Annex Appendix II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Leafbuyer Technologies, Inc.)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others other of any material adverse development causing a breach of any of his or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §5(f), however, shall be deemed to amend or supplement Annex I1, Annex II2, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Purchase Agreement (Elkcorp)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §5(f)Section 5.6, however, shall be deemed to amend or supplement Annex I, Annex II, any Schedule or the Disclosure Schedule Exhibit hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Communication Systems Inc)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Article II and Article IV above. Each Party The Buyer will give prompt written notice to the others Seller of any material adverse development causing a breach of any of his or its own the representations and warranties in §3 Article III above. No disclosure by any either Party pursuant to this §5(f)Section 5.05 shall, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or deemed to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Heilig Meyers Co)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §5(f), however, shall be deemed to amend or supplement Annex IExhibit “B”, Annex IIExhibit “C”, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock for Stock Exchange Agreement (Intac International Inc)

Notice of Developments. The Sellers will give prompt written notice to ---------------------- the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Contribution and Stock Purchase Agreement (Madison River Capital LLC)

Notice of Developments. The Sellers Seller will give prompt written ---------------------- notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Merger Agreement (Southwest Water Co)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Article IV above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 Article III above. No disclosure by any Party pursuant to this §5(f)Section 5.06, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (New England Business Service Inc)

Notice of Developments. The Sellers Parent and the Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §5(fSection 5(g), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Commonwealth Biotechnologies Inc)

Notice of Developments. The Sellers Company and Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Section 3.1 and Article IV above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 Section 3.2 above. No disclosure by any Party pursuant to this §5(f)Section 5.5, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (NationsHealth, Inc.)

Notice of Developments. The Sellers Seller will give (or will cause to be given) prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others other of any material adverse development causing a breach of any of his or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fields MRS Original Cookies Inc)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Share Purchase Agreement (Municipal Mortgage & Equity LLC)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others other of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §5(f)Section 5.6, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Monroc Inc)

Notice of Developments. The Sellers Seller will give prompt written notice to the of Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Share Purchase Agreement (iQSTEL Inc)

Notice of Developments. The Sellers will give (or will cause to be given) prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others other Parties of any material adverse development causing a breach of any of his or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fields MRS Original Cookies Inc)

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Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each of Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her, or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Investors Title Co)

Notice of Developments. The Company and Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, II or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Von Hoffmann Corp)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others other of any material adverse development causing a breach of any of his or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Headway Corporate Resources Inc)

Notice of Developments. The Sellers will Seller shall give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will shall give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule representations and warranties or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: 1 Stock Purchase Agreement (Universal Equity Partners Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Section 2.1 or 2.3 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties contained in §3 Article II above. No disclosure by any Party pursuant to this §5(f)Section 3.6, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Geokinetics Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its her own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Afc Cable Systems Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §5(fSection 5(e), however, shall be deemed to amend or supplement Annex Ithe Sellers' Disclosure Schedule, Annex IIthe Buyer's Disclosure Schedule, or the Company Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Glacier Corp)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Section 2.1 or 2.3 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties contained in §3 Article II above. No disclosure by any Party pursuant to this §5(f)Section 3.6, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Geokinetics Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party party will give prompt written notice to the others other of any material adverse development causing a breach of any of his his, her or its own representations and warranties in §Section 3 above. No disclosure by any Party party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule Schedules or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Market Facts Inc)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §5(f5(e), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Yaterra Ventures Corp.)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex ISchedule 3(a), Annex IISchedule 3(b), or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Remote MDX Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material materially adverse development causing a breach of any of the representations and warranties in §4 aboveSection 3 and Section 5. Each Party will give prompt written notice to the others of any material materially adverse development causing a breach of any of his or its own representations and warranties in §3 aboveSection 3, Section 4, and Section 5. No disclosure by any Party pursuant to this §5(fSection 6(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Escrow Agreement (Romac International Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer Purchaser of any material adverse development causing a breach of any of the representations and warranties in §4 abovecontained herein. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her, or its own representations and warranties in §3 abovecontained herein. No disclosure by any Party pursuant to this §5(f), Section 6.6 however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure any Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Hickory Tech Corp)

Notice of Developments. The Sellers will shall give prompt written notice to the Buyer Purchaser of any material adverse development causing or threatening to cause a breach of any of the representations and warranties in §3 above. Purchaser shall give prompt written notice to the Sellers of any material adverse development causing or threatening to cause a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §5(f5(e), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenantcovenant under this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Able Telcom Holding Corp)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Steakhouse Partners Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, I or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Unit Purchase Agreement (Viasat Inc)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Exchange Agreement (Swissray International Inc)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ultralife Batteries Inc)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing that might cause a breach of any of the representations and warranties in §4 Section 3 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 Section 2 above. No disclosure by any Party pursuant to this §5(fSection 4(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Celestica Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Article IV above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her, or its own representations and warranties in §3 Article III above. No disclosure by any Party pursuant to this §5(f)Section 5.6, however, shall be deemed to amend or supplement Annex ISchedule 3.1, Annex IISchedule 3.2, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Unit Purchase Agreement (Juhl Wind, Inc)

Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the their representations and warranties made in §4 Section 3 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Sections 3 and 4 above. No disclosure by any Party pursuant to this §5(f)Section 5.6, however, shall be deemed to amend or supplement Annex I, Annex II, the Exhibits or the Disclosure Schedule Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (SCB Computer Technology Inc)

Notice of Developments. The Sellers will shall give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Section 3 above. Each Party will The Buyer shall give prompt written notice to the others Sellers of any material adverse development causing a breach of any of his or its own representations and warranties set forth in §3 Section 4 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Asset Purchase Agreement (Antex Biologics Inc)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Article IV above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 Article III above. No disclosure by any Party pursuant to this §5(f)Section 5.10, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Ambassadors International Inc)

Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §:4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 :3 above. No disclosure by any Party pursuant to this §:5(f), however, shall be deemed to amend or supplement Annex I, I or Annex II, II or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sys)

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