Notice of Adverse Developments. During the Interim Period, each Party shall give prompt written notice to the other Parties of the discovery by such Party of any fact, event, or action, the occurrence of which would make satisfaction of any of the conditions set forth in Article VI impossible or unlikely. No notice given pursuant to this Section 5.04(c) shall have any curative effect on the representations, warranties, covenants, or agreements contained in this Agreement, including for purposes of indemnification, termination rights, or for determining satisfaction of any condition contained herein.
Notice of Adverse Developments. During the Interim Period, Buyer, on one hand, and Seller Parties, on the other hand, shall give prompt notice to the other of the discovery by such Party of: (i) any material inaccuracy in any representation or warranty of the other Party or Parties of which they become aware; (ii) any material failure by the other Party or Parties to comply with any of such Party’s or Parties’ covenants contained in this Agreement; or (iii) the occurrence of any event or the existence of any circumstances that would make satisfaction of any of the conditions set forth in ARTICLE 8 impossible or unlikely.
Notice of Adverse Developments. Each Party shall give prompt written notice to the other Parties of the occurrence of any act, omission, or event or the existence of any condition or circumstance that has resulted or could reasonably be expected to result in (a) any representation and warranty made by the Party in this Agreement being untrue or incorrect or (b) the failure of the Party to perform or comply with any agreement, covenant, or obligation contained in this Agreement that is to be performed and complied with by the Party on or before the Closing Date; provided, however, that no such notice by any Party shall be deemed to amend or supplement the Cortelco Disclosure Schedule or the eOn Disclosure Schedule, as applicable, or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant by the Party.
Notice of Adverse Developments. Each Party shall give prompt written notice to the other Parties in accordance with Section 9.5 hereof of the occurrence of any act, omission, or event or the existence of any condition or circumstance that has resulted or could reasonably be expected to result in (a) any representation and warranty made by the Party in this Agreement being untrue or incorrect or (b) the failure of the Party to perform or comply with any agreement, covenant, or obligation contained in this Agreement that is to be performed and complied with by the Party on or before the Closing Date; provided, however, that no such notice by any Party shall be deemed to amend or supplement the Affiliated Company Disclosure Schedule or the GraphOn Disclosure Schedule, as applicable, or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant by the Party.
Notice of Adverse Developments. Each Party shall promptly notify the other Parties of each development known to such Party that may have a material adverse effect on the operation of the Sole Owner’s CLEL or any of the Assets; provided, however, that the compliance by the Sole Owner shall not relieve the Sole Owner of any obligation with respect to their representations, warranties, covenants and agreements in this Agreement or waive any condition to GELV's obligations under this Agreement,
Notice of Adverse Developments. Farmer will notify Client promptly of factors that may affect Crop quality, Xxxxxx’x ability to fulfill the Sales Plan, or Xxxxxx’x ability to comply with Client growing requirements. This includes, without limitation: (i) any suspension or revocation of organic certification for any Crop; (ii) any investigation or notice received by Farmer of noncompliance by Farmer with organic standards; (iii) the occurrence of drift, flooding, or other events that may affect compliance with food safety requirements or organic standards; (iv) loss of food safety certification; (v) loss of Xxxxxx’x lease or other right to occupy the Farm; (vi) loss of any necessary license or permit; (vii) any cancellation, loss, or any material changes in any insurance Farmer is required to maintain under this Agreement; or (viii) dissolution of, or filing of bankruptcy by or against, Farmer. Each delivery of Crop to Client by Farmer will be considered a representation by Farmer that Xxxxxx’x organic certification is in full force and effect and not suspended or revoked.
Notice of Adverse Developments. 26 7.7 Exclusivity........................................................................................27
Notice of Adverse Developments. Between the date hereof and the Closing Date, the Parties will give immediate written notice to each other by facsimile transmission of any development which has or might have a Material Adverse Effect on Buyer or a Material Adverse Effect on Seller, as the case may be. No disclosure pursuant to this Section 7.6, however, shall be deemed to amend or supplement the Schedules to this Agreement or to prevent or cause any misrepresentation or breach of representations, warranties or covenants made by Seller herein.
Notice of Adverse Developments. Immediately upon obtaining knowledge thereof notice of:
Notice of Adverse Developments. Each of the Borrowers will promptly and in any event within fifteen (15) days after the knowledge thereof by its officer notify the Lender in writing of any information coming to its attention which indicates that any financial statements which are the subject of any representations contained in this Agreement, or which are furnished to the Lender pursuant to this Agreement, fail to a material extent to present fairly the financial condition and results of operations purported to be presented therein, disclosing the nature thereof.
