Common use of Adverse Changes in Condition Clause in Contracts

Adverse Changes in Condition. Each party agrees to give written notice promptly to the other party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable, or (ii) if unremedied by the Effective Time, would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable best efforts to prevent or promptly to remedy the same; provided, however, that no such notification shall affect the representations and warranties of any party or the conditions to the obligations of any party hereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Geo Group Inc), Agreement and Plan of Merger (CentraCore Properties Trust)

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Adverse Changes in Condition. Each party Party agrees to give written notice promptly to the other party Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its subsidiaries Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Company Target Material Adverse Effect or a Parent Buyer Material Adverse Effect, as applicable, or (ii) if unremedied by the Effective Time, would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable best efforts to prevent or promptly to remedy the same; providedPROVIDED, howeverHOWEVER, that no such notification shall affect the representations and warranties of any party Party or the conditions to the obligations of any party Party hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lazard Freres Real Estate Investors LLC)

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Adverse Changes in Condition. (a) Each party Party agrees to give written notice promptly to the other party upon becoming aware of the occurrence or impending occurrence of any event or circumstance, describing such event or circumstance in reasonable detail, relating to it or any of its subsidiaries Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Purchaser Material Adverse Effect, as applicable, or (ii) if unremedied by the Effective Time, would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable best efforts to prevent or promptly to remedy the same; provided, however, that no such notification shall affect the representations and warranties of any party or the conditions to the obligations of any party hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ahl Services Inc)

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