Common use of Advice of Changes Clause in Contracts

Advice of Changes. (a) Viking and Camber shall each, on or before the Closing Date, promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Camber Energy, Inc.), Agreement and Plan of Merger (Camber Energy, Inc.), Agreement and Plan of Merger (Viking Energy Group, Inc.)

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Advice of Changes. (a) Viking Webster and Camber Sterling shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Sterling Bancorp), Agreement and Plan of Merger (Sterling Bancorp), Agreement and Plan of Merger (Webster Financial Corp)

Advice of Changes. (a) Viking South State and Camber CenterState shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (CenterState Bank Corp), Agreement and Plan of Merger (SOUTH STATE Corp), Agreement and Plan of Merger (CenterState Bank Corp)

Advice of Changes. (a) Viking SVB Financial and Camber Boston Private shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it such first party, or (ii) that it such first party believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein in this Agreement that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 6.8 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case case, unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 6.8 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Boston Private Financial Holdings Inc), Agreement and Plan of Merger (SVB Financial Group), Agreement and Plan of Merger (Boston Private Financial Holdings Inc)

Advice of Changes. (a) Viking IBTX and Camber TCBI shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Texas Capital Bancshares Inc/Tx), Agreement and Plan of Merger (Independent Bank Group, Inc.), Agreement and Plan of Merger (Independent Bank Group, Inc.)

Advice of Changes. (a) Viking Capital One and Camber Discover shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Discover Financial Services), Agreement and Plan of Merger (Capital One Financial Corp), Agreement and Plan of Merger

Advice of Changes. (a) Viking and Camber shall eachThe BancShares Parties, on or before one hand, and CIT, on the Closing Dateother hand, shall each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cit Group Inc), Agreement and Plan of Merger (First Citizens Bancshares Inc /De/)

Advice of Changes. (a) Viking Columbia and Camber Umpqua shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Umpqua Holdings Corp), Agreement and Plan of Merger (Columbia Banking System, Inc.)

Advice of Changes. (a) Viking Buyer and Camber AMNB shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (ia) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (iib) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 6.8 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 6.8 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American National Bankshares Inc.), Agreement and Plan of Merger (Atlantic Union Bankshares Corp)

Advice of Changes. (a) Viking LINK and Camber Partners shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 6.10 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 6.10 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Partners Bancorp), Agreement and Plan of Merger (LINKBANCORP, Inc.)

Advice of Changes. (a) Viking and Camber The Parties shall each, on or before the Closing Date, each promptly advise the other party Parties of any effect, change, event, circumstance, condition, occurrence or development (ia) that has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on it or Parent Material Adverse Effect or (iib) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE VIIArticle 6; provided, that other than a Willful and Material Breach, any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections 7.2 Section 6.2(b) or 7.3 Section 6.3(b) to be satisfied, or otherwise constitute a breach of this Agreement by the party Party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections 7.2 Section 6.2(b) or 7.3 Section 6.3(b) to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 5.20 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Exterran Corp), Agreement and Plan of Merger (Enerflex Ltd.)

Advice of Changes. (a) Viking BB&T and Camber SunTrust shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bb&t Corp), Agreement and Plan of Merger (Suntrust Banks Inc)

Advice of Changes. (a) Viking The Parent Parties and Camber Company shall each, on or before the Closing Date, each promptly advise the other party Party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, rise to the failure of a condition in ARTICLE Article VII; provided, provided that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections Section 7.2 or Section 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party Party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or Section 7.3 to be satisfied; and provided, further, provided that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party Party receiving such notice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (HomeStreet, Inc.), Agreement and Plan of Merger (Firstsun Capital Bancorp)

Advice of Changes. (a) Viking NYCB and Camber Flagstar shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it it, or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein in this Agreement that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case case, unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Flagstar Bancorp Inc), Agreement and Plan of Merger (New York Community Bancorp Inc)

Advice of Changes. (a) Viking Old National and Camber First Midwest shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Old National Bancorp /In/), Agreement and Plan of Merger (First Midwest Bancorp Inc)

Advice of Changes. (a) Viking Allegiance and Camber CBTX shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE VII; VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections Section 7.2 or Section 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or Section 7.3 to be satisfied; satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CBTX, Inc.), Agreement and Plan of Merger (Allegiance Bancshares, Inc.)

Advice of Changes. (a) Viking FIBK and Camber GWB shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE ‎Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 ‎6.9 or the failure of any condition set forth in Sections 7.2 Section ‎7.2 or 7.3 ‎7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections 7.2 Section ‎7.2 or 7.3 ‎7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 ‎6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Interstate Bancsystem Inc)

Advice of Changes. (a) Viking Global Payments and Camber TSYS shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development known to it (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Total System Services Inc)

Advice of Changes. (a) Viking Parent and Camber the Company shall each, on or before the Closing Date, each promptly advise the other party of any fact, effect, change, event, circumstance, condition, occurrence or development that (i) that has had or would is reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on it or (ii) that it believes would or would be reasonably be expected likely to cause or constitute a material breach of any of its representations, warranties, obligations, warranties or covenants or agreements contained herein or that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Interstate Bancsystem Inc)

Advice of Changes. (a) Viking BYFC and Camber CFB shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Broadway Financial Corp \De\)

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Advice of Changes. (a) Viking PFIS and Camber FNCB shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 6.10 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 6.10 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (FNCB Bancorp, Inc.)

Advice of Changes. (a) Viking Each of Parent and Camber Company shall each, on or before the Closing Date, promptly advise the other party of any effect, fact, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect on it or Company Material Adverse Effect, respectively, or (ii) that it such first party believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected in this Agreement or to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach of this Agreement shall not be deemed to constitute a violation of this Section 6.9 6.7, provide a basis for terminating this Agreement or constitute the failure of any condition set forth in Sections Section 7.2 or Section 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case case, unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or Section 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 6.7 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cowen Inc.)

Advice of Changes. (a) Viking Provident and Camber Lakeland shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 6.10 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 6.10 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lakeland Bancorp Inc)

Advice of Changes. (a) Viking Hexcel and Camber Woodward shall each, on or before the Closing Date, promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Woodward, Inc.)

Advice of Changes. (a) Viking Each of Parent and Camber Company shall each, on or before the Closing Date, promptly advise the other party of any effect, fact, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it such first party or (ii) that it such first party believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein in this Agreement or that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 6.9, provide a basis for terminating this Agreement or constitute the failure of any condition set forth in Sections Section 7.2 or Section 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or Section 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Horizon Corp)

Advice of Changes. (a) Viking Parent and Camber the Company shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it it, or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein in this Agreement that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 6.10 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case case, unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 6.10 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (People's United Financial, Inc.)

Advice of Changes. (a) Viking Parent and Camber the Company shall each, on or before the Closing Date, each promptly advise the other party of any fact, effect, change, event, circumstance, condition, occurrence or development that (i) that has had or would is reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on it or (ii) that it believes would or would be reasonably be expected likely to cause or constitute a material breach of any of its representations, warranties, obligations, warranties or covenants or agreements contained herein or that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.. 6.10

Appears in 1 contract

Samples: Version Agreement (Cascade Bancorp)

Advice of Changes. (a) Viking BancorpSouth and Camber Cadence shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it such first party, or (ii) that it such first party believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein in this Agreement that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 6.10 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case case, unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 6.10 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cadence Bancorporation)

Advice of Changes. (a) Viking SWM and Camber Neenah shall each, on or before the Closing Date, each promptly advise the other party Parties of any effect, change, event, circumstance, condition, occurrence or development known to it (ia) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (iib) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE VIIVIII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 7.9 or the failure of any condition set forth in Sections 7.2 Section 8.2 or 7.3 Section 8.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party Party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections 7.2 Section 8.2 or 7.3 Section 8.3 to be satisfied, subject to any right to cure as provided herein; and provided, further, that the delivery of any notice pursuant to this Section 6.9 7.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party Party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Neenah Inc)

Advice of Changes. (a) Viking FIBK and Camber GWB shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Great Western Bancorp, Inc.)

Advice of Changes. (a) Viking During the period from the date of this Agreement through the earlier of the Effective Time or the termination of this Agreement in accordance with Article VII, to the extent permitted by Law, RSI and Camber shall each, on or before the Closing Date, Columbia will promptly advise notify the other party of any effectfact, change, event, circumstance, condition, occurrence event or development circumstance known to it that (i) that has had or would is reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect on it on, any RSI Entity or any Columbia Entity, respectively, or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein in this Agreement that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE VIIArticle VI; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 5.2 or the failure of any condition set forth in Sections 7.2 Section 6.2 or 7.3 Section 6.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case case, unless the underlying breach would independently result in a failure of the conditions set forth in Sections 7.2 Section 6.2 or 7.3 Section 6.3 to be satisfied; , and provided, provided further, that the delivery of any notice pursuant to this Section 6.9 5.2 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Columbia Financial, Inc.)

Advice of Changes. (a) Viking and Camber shall each, on or before the Closing Date, promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.. Agreement and Plan of Merger

Appears in 1 contract

Samples: Agreement and Plan of Merger (Viking Energy Group, Inc.)

Advice of Changes. (a) Viking Purchaser and Camber the Company shall each, on or before the Closing Date, each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence or development (i) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it such first party, or (ii) that it such first party believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein in this Agreement that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE Article VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 6.10 or the failure of any condition set forth in Sections Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case case, unless the underlying breach would independently result in a failure of the conditions set forth in Sections Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.9 6.10 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Raymond James Financial Inc)

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