Notice of Development. From and after the date of this Agreement until the earlier of the Share Exchange Closing or the termination of this Agreement in accordance with its terms, the Acquiror shall promptly (and in any event prior to the Share Exchange Closing) notify Acquiror in writing, upon any Acquiror Party becoming aware (awareness being determined with reference to the knowledge of the Acquiror) of: (a) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is reasonably likely to cause any condition to the obligations of any Acquiror Party to effect the Transactions not to be satisfied, (b) any breach of a representation or warranty given by Acquiror in this Agreement or Acquisition Entity in this Agreement or (c) any notice or other communication from any Governmental Authority which is reasonably likely, individually or in the aggregate, to have a material adverse effect on the ability of the parties hereto to consummate the Transactions or to materially delay the timing thereof. The delivery of any notice pursuant to this Section 9.11 shall not cure any breach of any representation or warranty made by the Acquiror Parties but shall supplement the disclosure letter delivered by the Acquiror on the date hereof and qualify the representations and warranties given by the Acquiror Parties in this Agreement.
Notice of Development. Upon reasonable request by Dendreon, Kirin will provide Dendreon with Information regarding the Kirin Products that are in clinical trials prior to Phase II. Upon reasonable request by Kirin, Dendreon will provide Kirin with Information regarding the Dendreon Products that are in clinical trials prior to Phase II.
Notice of Development. During the period commencing on the date hereof and ending on the Closing Date, the Seller will give prompt written notice to the Purchaser of any material adverse development causing a breach of any of the representations and warranties in Articles 3 and 4. No disclosure by the Seller pursuant to this Article 6.5, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Notice of Development. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its representations and warranties under Section 3, in the case of Seller, or under Section 4, in the case of Buyer. No disclosures by any Party pursuant to this Section 5(c), however, shall be deemed to amend or supplement such Party's disclosure schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Notice of Development. GRE shall notify MP of any event or occurrence that has as its basis an event or occurrence that arose after the date hereof which would cause a breach at the Closing of any of the representations and warranties set forth in Sections 10.01 and 10.02.
Notice of Development. The Seller shall give prompt written notice to the Buyer of any development of which the Seller has knowledge that could cause a breach of any representations and warranties in Section 2.1 hereof. No disclosure by the Seller pursuant to this Section 3.1(e), however, shall be deemed to amend or supplement the Schedules hereto or to prevent or cure any misrepresentations, breach of warranty, or breach of covenant; provided, however, that the Buyer's sole remedy for any such development (not caused by actions of the Seller) shall be to terminate this Agreement. (f)
Notice of Development. Between the date of this Agreement and the Closing, the Companies or Seller and/or Parent, as applicable, on the one hand, and Purchaser, on the other hand, shall give prompt notice to the other of any event, or the failure of a party hereto or any Affiliate of any party hereto to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, which occurrence or failure would be reasonably likely to make the satisfaction of the conditions of ARTICLE VII impossible or unlikely; PROVIDED, HOWEVER, that such disclosure shall not be deemed to modify or amend the representations or warranties made by Seller, Parent or Purchaser herein for any purpose under this Agreement, including the satisfaction of the conditions to Closing under ARTICLE VII or Seller's, Parent's or Purchaser's indemnification obligations under ARTICLE VIII, except as otherwise provided by SECTION 8.3(g) hereof, or to cure any breach of a representation or warranty when made or any covenant or agreement or to satisfy any condition herein. Without limiting the foregoing, between the date of this Agreement and the Closing, Purchaser shall give prompt notice to Seller and Parent of any amendment, modification or termination of the Commitment. Purchaser shall also (i) respond, from time to time, to reasonable inquiries of Parent as to the status of the Financing contemplated by the Commitment and (ii) promptly notify Seller and Parent upon receipt of written notice from the lenders that (A) a condition to funding under the Commitment has become incapable of being satisfied (beyond any applicable cure period, if any), (B) the Commitment has lapsed or (C) the Commitment has been terminated by the lenders under the Commitment.
Notice of Development. The Company will give prompt written notice to the Buyer of any development that would have a Material Adverse Effect on the Company or that would result in a breach of any of the representations and warranties in Article II hereof. No disclosure by the Company pursuant to this Section 4.6, however, shall be deemed to amend or supplement the Company Disclosure Letter or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Notice of Development. IPEF will give prompt written notice to Manitex of any material adverse development of which it becomes aware and which may cause a breach of any of the representations and warranties in Article 5.
Notice of Development. Order recorded in Official Records Book 6408, page 118; as modified by Restatement of the Protective Covenants of Deerwood Park recorded in Official Records Book 6575, page 2276 (which Restatement completely restates and amends certain protective covenants recorded in Official Records Book 6087, page 1669 of the current public records of Xxxxx County, Florida); as amended by Supplement to Protective Covenants recorded in Official Records Book 6575, page 2305 and Designation of Successor Developer recorded in Official Records Book 6575, page 2312, as also modified by Allocations of Development Rights recorded in Official Records Book 6575, page 2315, and in Official Records Book 6576, page 2376, and in Official Records Book 6863, page 543, and in Official Records Book 7029, page 1243, and in Official Records Book 7068, page 1896, and in Official Records Book 7068, page 1908 and in Official Records Book 7350, page 122, and in Official Records Book 7362, page 750, and in Official Records Book 7458, page 1990, and in Official Records Book 7653, page 1383, and in Official Records Book 7852, page 673, and in Official Records Book 8032, page 1204, and in Official Records Book 8085, page 1997, and in Official Records Book 8184, page 2096, which Allocations have been modified by Official Records Book 7588, page 1639, and in Official Records Book 7653, page 1358, and modified by First Amendment to Supplement to Protective Covenants recorded in Official Records Book 6863, page 539, and further modified by First Declaration of Conversion recorded in Official Records Book 6863, page 541, and Second Declaration of Conversion of Development Rights recorded in Official Records Book 7362, page 730, and by Third Declaration of Conversion recorded in Official Records Book 7653, page 1362, and Fourth Declaration of Conversion recorded in Official Records Book 8032, page 1194, and further modified by Variation to Building Site Requirements recorded in Official Records Book 7012, page 1849 and modified by Approval of Plans in Official Records Book 7343, page 254, and further modified by First Amendment to Restatement of Protective Covenants recorded in Official Records Book 7362, page 739, and further amended by Amendment No. 1 to Lake Easement Agreement, et al., recorded in Official Records Book 7029, page 1224, as modified by Seventeenth Allocation of Development Rights - Deerwood Park recorded in Official Records Book 8576, page 1916, and further modified by Consent and Gran...
