Common use of Notice of Adverse Changes Clause in Contracts

Notice of Adverse Changes. UJB will promptly advise Summit in writing of (a) any event occurring subsequent to the date of this Agreement which would render any representation or warranty of UJB contained in this Agreement or the UJB Schedules, if made on or as of the date of such event or the Closing Date, untrue or inaccurate in any material respect, (b) any UJB Material Adverse Change, (c) any inability or perceived inability of UJB or any of its subsidiaries to perform or comply with the terms or conditions of this Agreement, (d) the institution or threat of institution of material litigation involving UJB or any of its subsidiaries or its assets which, if determined adversely to UJB or any of its subsidiaries, would have a material adverse effect on UJB and its subsidiaries taken as a whole or the Merger and related transactions, (e) any governmental complaint, investigation, hearing, or communication indicating that such litigation is contemplated, (f) any written notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by UJB or any of its subsidiaries subsequent to the date hereof and prior to the Effective Time, under any agreement, indenture or instrument to which UJB or a subsidiary is a party or is subject and which is material to the business, operation or condition (financial or otherwise) of UJB and its subsidiaries taken as a whole, and (g) any written notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement including the Merger. UJB agrees that the delivery of such notice shall not constitute a waiver by Summit of any of the provisions of Articles VI or VIII.

Notice of Adverse Changes. UJB Summit will promptly advise Summit UJB in writing of (a) any event occurring subsequent to the date of this Agreement which would render any representation or warranty of UJB Summit contained in this Agreement or the UJB SchedulesSummit Schedules or the materials furnished pursuant to the Post-Signing Disclosure List (as defined in Section 4.09), if made on or as of the date of such event or the Closing Date, untrue or inaccurate in any material respect, (b) any UJB Summit Material Adverse Change, (c) any inability or perceived inability of UJB or any of its subsidiaries Summit to perform or comply in any material respect with the terms or conditions of this Agreement, (d) the institution or threat of institution of material litigation involving UJB Summit or any of its subsidiaries or its assets assets, which, if determined adversely to UJB Summit or any of its subsidiaries, would have a material adverse effect on UJB upon Summit and its subsidiaries taken as a whole or the ability of the parties to timely consummate the Merger and the related transactions, and (e) any governmental complaint, investigation, hearing, or communication indicating that such litigation is contemplated, (f) any written notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by UJB Summit or any of its subsidiaries a subsidiary subsequent to the date hereof and prior to the Effective Time, under any agreement, indenture or instrument to which UJB Summit or a subsidiary is a party or is subject and which is material to the business, operation or condition (financial or otherwise) of UJB Summit and its subsidiaries taken as a whole, and (g) any written notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement including the Merger. UJB Summit agrees that the delivery of such notice shall not constitute a waiver by Summit UJB of any of the provisions of Articles VI or VIIIVII.

Notice of Adverse Changes. UJB Summit will promptly advise Summit Prime in writing of (a) any event occurring subsequent to the date of this Agreement which would render any representation or warranty of UJB Summit contained in this Agreement or the UJB Summit Schedules, if made on or as of the date of such event or the Closing Date, untrue or inaccurate in any material respect, (b) any UJB Summit Material Adverse Change, (c) any inability or perceived inability of UJB or any of its subsidiaries Summit to perform or comply with the terms or conditions of this Agreement, (d) the institution or threat of institution of material litigation or administrative proceeding involving UJB or any of its subsidiaries Summit or its assets which, if determined adversely to UJB or any of its subsidiariesSummit, would have a Summit Material Adverse Effect or a material adverse effect on UJB and its subsidiaries taken as a whole or the Merger and related transactionsparties' ability to consummate the Reorganization, (e) any governmental complaint, investigation, hearing, or hearing or communication indicating that such litigation or administrative proceeding is contemplated, (f) any written notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by UJB or any of its subsidiaries Summit subsequent to the date hereof and prior to the Effective Time, under any agreement, indenture or instrument to which UJB or a subsidiary Summit is a party or is subject and which is material to the business, operation or condition (financial or otherwise) of UJB Summit and its subsidiaries taken as on a wholeconsolidated basis, and (g) any written notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement including the MergerReorganization. UJB Summit agrees that the delivery of such notice shall not constitute a waiver by Summit Prime of any of the provisions of Articles VI or VIII.

Notice of Adverse Changes. UJB Summit will promptly advise Summit NSS in writing of (a) any event occurring subsequent to the date of this Agreement which would render any representation or warranty of UJB Summit contained in this Agreement or the UJB Summit Schedules, if made on or as of the date of such event or the Closing Date, untrue or inaccurate in any material respect, (b) any UJB Summit Material Adverse Change, (c) any inability or perceived inability of UJB or any of its subsidiaries Summit to perform or comply with the terms or conditions of this Agreement, (d) the institution or threat of institution of material litigation or administrative proceeding involving UJB or any of its subsidiaries Summit or its assets which, if determined adversely to UJB or any of its subsidiariesSummit, would have a Summit Material Adverse Effect or a material adverse effect on UJB and its subsidiaries taken as a whole or the Merger and related transactionsReorganization, (e) any governmental complaint, investigation, hearing, or hearing or communication indicating that such litigation or administrative proceeding is contemplated, (f) any written notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by UJB or any of its subsidiaries Summit subsequent to the date hereof and prior to the Effective Time, under any agreement, indenture or instrument to which UJB or a subsidiary Summit is a party or is subject and which is material to the business, operation or condition (financial or otherwise) of UJB Summit and its subsidiaries taken as subsidiaries, on a wholeconsolidated basis, and (g) any written notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement including the MergerReorganization. UJB Summit agrees that the delivery of such notice shall not constitute a waiver by Summit NSS of any of the provisions of Articles VI or VIII.

Notice of Adverse Changes. UJB Summit will promptly advise Summit NMBT in writing of (a) any event occurring subsequent to the date of this Agreement which would render any representation or warranty of UJB Summit contained in this Agreement or the UJB Summit Schedules, if made on or as of the date of such event or the Closing Date, untrue or inaccurate in any material respect, (b) any UJB Summit Material Adverse Change, (c) any inability or perceived inability of UJB or any of its subsidiaries Summit to perform or comply with the terms or conditions of this Agreement, (d) the institution or threat of institution of material litigation or administrative proceeding involving UJB or any of its subsidiaries Summit or its assets which, if determined adversely to UJB or any of its subsidiariesSummit, would have a Summit Material Adverse Effect or a material adverse effect on UJB and its subsidiaries taken as a whole or the Merger and related transactionsReorganization, (e) any governmental complaint, investigation, hearing, or hearing or communication indicating that such litigation or administrative proceeding is contemplated, (f) any written notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by UJB or any of its subsidiaries Summit subsequent to the date hereof and prior to the Effective Time, under any agreement, indenture or instrument to which UJB or a subsidiary Summit is a party or is subject and which is material to the business, operation or condition (financial or otherwise) of UJB Summit and its subsidiaries taken as on a wholeconsolidated basis, and (g) any written notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement including the MergerReorganization. UJB Summit agrees that the delivery of such notice shall not constitute a waiver by Summit NMBT of any of the provisions of Articles VI or VIII.