Common use of Notice of Developments Clause in Contracts

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), 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.

Appears in 10 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Atrinsic, Inc.), Asset Purchase Agreement (E Centives Inc)

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Notice of Developments. Each Party party will give prompt written notice to the other Party party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 Article III and Section 4 Article IV above. No disclosure by any Party party pursuant to this Section 5(f)5.9, however, shall be deemed to amend or supplement the Disclosure Schedule Schedules to such representations and warranties or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 8 contracts

Samples: Asset Purchase Agreement (Alpha Natural Resources, Inc.), Asset Purchase Agreement (Pittston Co), Asset Purchase Agreement (Pittston Co)

Notice of Developments. Each Party will give prompt written notice to the other Party Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and or Section 4 above, as applicable. No disclosure by any Party pursuant to this Section 5(f5(g), 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.

Appears in 7 contracts

Samples: Merger Agreement (Specialty Care Network Inc), Merger Agreement (Specialty Care Network Inc), Merger Agreement (Specialty Care Network Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(e), 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.

Appears in 7 contracts

Samples: Asset Acquisition Agreement (XRG Inc), Asset Acquisition Agreement (XRG Inc), Asset Acquisition Agreement (XRG Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section §5(f), 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.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Onstream Media CORP), Asset Purchase Agreement (NuLife Sciences, Inc.), Asset Purchase Agreement (Nexgel, Inc.)

Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)5.6, 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.

Appears in 6 contracts

Samples: Merger Agreement (Charmed Homes Inc.), Merger Agreement (NB Manufacturing, Inc.), Merger Agreement (Century Park Pictures Corp)

Notice of Developments. Each Party will give prompt written notice to the other Party Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and or Section 4 above, as applicable. No disclosure by any Party pursuant to this Section 5(f), 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.

Appears in 5 contracts

Samples: Merger Agreement (Specialty Care Network Inc), Merger Agreement (Specialty Care Network Inc), Merger Agreement (Specialty Care Network Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 abovehereunder. No disclosure by any Party pursuant to this Section 5(f)10.1.5., however, shall be deemed to amend or supplement the Disclosure Schedule Schedules attached hereto or serve to prevent or cure any misrepresentation, breach of warranty, or breach of covenantcovenant hereunder.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Becoming Art Inc), Agreement and Plan of Merger (Becoming Art Inc), Agreement and Plan of Merger (Dse Fishman Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of his, her, or its own representations and warranties in Article IV or Article V, as applicable. Other than as provided in Section 3 and Section 4 above. No 5.28 hereof, no disclosure by any Party pursuant to this Section 5(f)6.04, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 4 contracts

Samples: Interest Purchase Agreement (Energy 11, L.P.), Interest Purchase Agreement (Energy 11, L.P.), Interest Purchase Agreement (Natural Resource Partners Lp)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section 5(f§5(h), however, shall will be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Comprehensive Care Corp), Agreement and Plan of Merger (Comprehensive Care Corp), Agreement and Plan of Merger (Hythiam Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(h), 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.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Acorn Acquisition Corp), Agreement and Plan of Merger (Flegel S Leslie), Agreement and Plan of Share Exchange (Innovative Technology Systems Inc/Fl)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenantcovenant provided that if the party to whom a disclosure was made proceeds to closing, that party shall be deemed to have waived such breach and any remedies which may have been available with respect thereto.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Western Power & Equipment Corp), Agreement (E Machinery Net Inc), Purchase (Science Dynamics Corp)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section Sections 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement this Agreement or the Disclosure Schedule Exhibits hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Rmi Net Inc), Asset Purchase Agreement (Futureone Inc /Nv/), Asset Purchase Agreement (Rmi Net Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section Article 3 and Section 4 aboveArticle 4, as the case may be. No disclosure by any Party pursuant to this Section 5(f)5.6, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Aviation Sales Co), Asset Purchase Agreement (Barnes Group Inc), Asset Purchase Agreement (Paragon Corporate Holdings Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 ARTICLE III or ARTICLE IV above. No disclosure by any Party pursuant to this Section 5(f)SECTION 5.7, 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.

Appears in 3 contracts

Samples: Restructure Agreement (Specialty Care Network Inc), Restructure Agreement (Specialty Care Network Inc), Restructure Agreement (Specialty Care Network Inc)

Notice of Developments. Each Party will give prompt immediate written notice to the other Party of any material adverse development causing causing, or potentially causing, a breach of any of its own representations and warranties in Section Sections 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)section, however, shall be deemed to amend or supplement the Disclosure any Schedule attached hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Agreement for the Purchase and Sale (Eworld Interactive, Inc.), Agreement for the Purchase and Sale, Purchase and Sale of Common Stock (Valcom, Inc)

Notice of Developments. Each Party party will give prompt written notice to the other Party party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 ARTICLES III, IV and Section 4 V above. No disclosure by any Party party pursuant to this Section 5(f)SECTION 6.9, however, shall be deemed to amend or supplement the Disclosure Schedule Schedules to such representations and warranties or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Alpha Natural Resources, Inc.), Asset Purchase Agreement (Alpha Natural Resources, Inc.), Asset Purchase Agreement (Alpha Natural Resources, Inc.)

Notice of Developments. Each Party will give prompt written notice to ---------------------- the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section (S) 3 and Section 4 above(S) 4. No disclosure by any Party pursuant to this Section 5(f)(S) 5.6, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentationmisrepresentations, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Applied Extrusion Technologies Inc /De), Asset Purchase Agreement (Applied Extrusion Technologies Inc /De), Asset Purchase Agreement (Applied Extrusion Technologies Inc /De)

Notice of Developments. Each Party party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties contained herein. Except as specified in Section 3 and Section 4 above. No such written notice, no disclosure by any Party a party pursuant to this Section 5(f), however, 6.06 shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Transaction Agreement (Dakota Growers Pasta Co), Transaction Agreement (Dakota Growers Restructuring Co Inc), Transaction Agreement (Dakota Growers Restructuring Co Inc)

Notice of Developments. Each Party party will give prompt written notice to the other Party party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 Article III and Section 4 Article IV above. No disclosure by any Party party pursuant to this Section 5(f)5.8, however, shall be deemed to amend or supplement the Disclosure Schedule Schedules to such representations and warranties or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Pittston Co), Asset Purchase Agreement (Alpha Natural Resources, Inc.), Asset Purchase Agreement (Pittston Co)

Notice of Developments. Each Party will shall give prompt written notice to the other Party of any material adverse development causing that, were it to have been known at or before the date of this Agreement, would constitute a breach of any of its own representations and or warranties in Section Article 3 and Section 4 aboveor Article 4. No disclosure by any Party pursuant to under this Section 5(f), however, 5.7 shall be deemed to amend or to supplement the Disclosure Schedule disclosure schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant, or any failure to satisfy a Closing condition.

Appears in 3 contracts

Samples: Annotated Model Tennessee Asset Purchase Agreement, Asset Purchase Agreement, Annotated Model Tennessee Asset Purchase Agreement

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)7.5, 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.

Appears in 3 contracts

Samples: Share Exchange Agreement (General Steel Holdings Inc), Share Exchange Agreement (Town & Country Appraisal Service, Inc.), Share Exchange Agreement (Media Technologies, Inc.)

Notice of Developments. Each Party will shall give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section §5(f), 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Usip Com Inc), Agreement and Plan of Merger (Usip Com Inc), Agreement and Plan of Merger (Usip Com Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and or Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(g), 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.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Specialty Care Network Inc), Asset Purchase Agreement (Specialty Care Network Inc), Asset Purchase Agreement (Specialty Care Network Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section Articles 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)5.4, 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.

Appears in 3 contracts

Samples: Stairmaster Asset Purchase Agreement (Nautilus, Inc.), Asset Purchase Agreement (Nautilus, Inc.), Schwinn Asset Purchase Agreement (Nautilus, Inc.)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(g), 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Acquisition Agreement (Pivot Pharmaceuticals Inc.), Agreement and Plan of Merger (Rocky Mountain Internet Inc), Agreement and Plan of Merger and Reorganization (Rocky Mountain Internet Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5 (f), 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.

Appears in 3 contracts

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

Notice of Developments. Each Party party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties contained herein. Except as specified in Section 3 and Section 4 above. No such written notice, no disclosure by any Party a party pursuant to this Section 5(f), however, 4.06 shall be deemed to amend or supplement the such party’s Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Transaction Agreement (US BioEnergy CORP), Transaction Agreement (US BioEnergy CORP), Transaction Agreement (US BioEnergy CORP)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement this Agreement or the Disclosure Schedule Exhibits hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Rmi Net Inc), Asset Purchase Agreement (Rmi Net Inc), Asset Purchase Agreement (Rmi Net Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 abovethis Agreement. No disclosure by any Party pursuant to this Section 5(f)3.H, however, shall will be deemed to amend or supplement the Company Disclosure Schedule or the Shell Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Samples: Merger Agreement (Xcorporeal, Inc.), Merger Agreement (National Quality Care Inc), Merger Agreement (Xcorporeal, Inc.)

Notice of Developments. Each Party will shall give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties contained in Section 3 and Section 4 abovethis Agreement. No disclosure by any Party pursuant to this Section 5(f4.2(f), 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.

Appears in 2 contracts

Samples: Share Exchange Agreement (Microphase Corp), Share Exchange Agreement (Digital Power Corp)

Notice of Developments. Each Party of the Parties will give prompt written notice to the other Party Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Petroleum Place Inc), Asset Purchase Agreement (Petroleum Place Inc)

Notice of Developments. (a) Each Party party will give prompt written notice to the other Party party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 Articles III and Section 4 IV above. No Except as provided by Section 5.05(b) below, no disclosure by any Party party pursuant to this Section 5(f), however, 5.05 shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Triad Financial Corp), Stock Purchase Agreement (Triad Financial Corp)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of or constituting an intervening event with respect to any of its own representations and warranties in Section Sections 3 and Section 4 above4. No disclosure by any Party pursuant to this Section 5(f5(c), 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.

Appears in 2 contracts

Samples: Agreement of Merger (Harris James T), Merger Agreement (Equalnet Holding Corp)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section §5(f), 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Enherent Corp), Share Transfer Restriction Agreement (San Holdings Inc)

Notice of Developments. Each Party party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties contained herein. Except as specified in Section 3 and Section 4 above. No such written notice, no disclosure by any Party a party pursuant to this Section 5(f), however, 5.06 shall be deemed to amend or supplement the such party's Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Transaction Agreement (Minnesota Corn Processors LLC), Transaction Agreement (Minnesota Corn Processors LLC)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 (S)3 and Section 4 (S)4 above. No disclosure by any Party pursuant to this Section 5(f(S)5(f), 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sabratek Corp), Share Purchase Agreement (International Fuel Technology Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section 5(f)§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.

Appears in 2 contracts

Samples: Share Exchange Agreement (Vitasti, Inc. /De/), Share Exchange Agreement (Vitasti, Inc. /De/)

Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own such Party’s representations and warranties in Section 3 and Section 4 aboveherein. No disclosure by any Party pursuant to this Section 5(f), however, shall 6.4 will be deemed to amend or supplement any of the Disclosure Schedule schedules or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Amen Properties Inc), Securities Purchase Agreement (Amen Properties Inc)

Notice of Developments. Each Party will give prompt prompt, written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section Sections 2 and 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), 4 however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 2 contracts

Samples: Agreement (Tanger Properties LTD Partnership /Nc/), Agreement (Tanger Factory Outlet Centers Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule any Annex hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Wireless Cable & Communications Inc), Stock Purchase Agreement (Wireless Cable & Communications Inc)

Notice of Developments. Each Party party will give prompt written notice to the other Party of any material adverse development causing which could reasonably be expected to result in a Material Adverse Effect on such party or which would cause a breach of any of its own representations and warranties contained herein. Except as specified in Section 3 and Section 4 above. No such written notice, no disclosure by any Party a party pursuant to this Section 5(f), however, 4.07 shall be deemed to amend or supplement the such party's Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cenex Harvest States Cooperatives), Transaction Agreement (Farmland Industries Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 and Section or 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement any Schedule (except to the Disclosure Schedule extent that this Agreement is specifically amended) or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Publishing Co of North America Inc), Agreement and Plan of Merger (Publishing Co of North America Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party Parties of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section §5(f), 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Tidel Technologies Inc), Asset Purchase Agreement (Tidel Technologies Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 Article II above. No However, no disclosure by any Party pursuant to this Section 5(f), however, 3.5 shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Husker Ag LLC), Membership Interest Purchase Agreement (US BioEnergy CORP)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 Article V and Section 4 Article VI above. No disclosure by any Party pursuant to this Section 5(f)7.7, however, shall be deemed to amend or supplement the Disclosure Schedule Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Dana Corp), Asset Purchase Agreement (Standard Motor Products Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 3, Section 4 and Section 4 5 above. No disclosure by any Party pursuant to this Section 5(f6(f), 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Cybear Inc), Agreement and Plan of Merger and Reorganization (Andrx Corp)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section Articles 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)5.14, 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fonix Corp), Agreement and Plan of Merger (Fonix Corp)

Notice of Developments. Each Party will give prompt written ---------------------- notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 (S)3 and Section 4 (S)4 above. No disclosure by any Party pursuant to this Section 5(f(S)5(f), however, shall be deemed to amend or supplement the Target Disclosure Schedule Letter or Purchaser Disclosure Letter or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Primus Telecommunications Group Inc), Agreement and Plan of Merger (Primus Telecommunications Group Inc)

Notice of Developments. Each Party will shall give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nucleus Inc), Employment Agreement (Nucleus Inc)

Notice of Developments. Each Prior to the Closing, each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section 5(f)§5.5, however, shall be deemed to amend or supplement the Disclosure any Schedule or to prevent or cure any misrepresentationmisrepresentations, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Accuray Inc), Asset Purchase Agreement (American Science & Engineering Inc)

Notice of Developments. Each Party party will give prompt written notice to the other Party parties of any material adverse development causing a breach of any of its such party’s own representations and warranties (or any other party’s representations and warranties) in Section 3 Articles III and Section 4 IV above. No disclosure by any Party party pursuant to this Section 5(f5.1(e), 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.

Appears in 2 contracts

Samples: Assumption Agreement (Graymark Healthcare, Inc.), Assumption Agreement (Graymark Healthcare, Inc.)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(e), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Landacorp Inc), Asset Purchase Agreement (Glacier Corp)

Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(g), 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.

Appears in 2 contracts

Samples: Merger Purchase Agreement (Am International Inc), Merger Agreement (3tec Energy Corp)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of or constituting an intervening event with respect to any of its own representations and warranties in Section Sections 3 and Section 4 above4. No disclosure by any Party pursuant to this Section 5(f5(d), 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.

Appears in 2 contracts

Samples: Switch Agreement (Equalnet Holding Corp), Switch Agreement (Willis Mark)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties set forth in Section 3 2(j) and Section 4 aboveof this Agreement. No disclosure by any Party pursuant to this Section 5(f5(e), however, shall be deemed to amend or supplement the Disclosure Schedule any schedule attached hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Vitalstream Holdings Inc), Asset Purchase Agreement (Brekka Richard)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section Sections 3, 4 and/or 5 above. No disclosure by any Party pursuant to this Section 5(f)6.5, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentationmisrepresentations, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Share Exchange Agreement (Clariti Telecommunications International LTD), Share Exchange Agreement (Clariti Telecommunications International LTD)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and 3, Section 4 or Section 5 above. No Following the Closing, no disclosure by any Party pursuant to this Section 5(f), however, 6(e) shall be deemed to amend or supplement the its respective Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Corgenix Medical Corp/Co), Agreement and Plan of Merger (Us Medical Group Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), 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.

Appears in 2 contracts

Samples: Adherence Agreement (5 Starliving Online Inc), Real Estate Purchase Agreement (Senior Care Industries Inc)

Notice of Developments. Each Party will shall give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties contained in Section 3 and Section 4 abovethis Agreement. No disclosure by any Party pursuant to this Section 5(f4.4(g), 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.

Appears in 2 contracts

Samples: Share Exchange Agreement (DPW Holdings, Inc.), Share Exchange Agreement (Avalanche International, Corp.)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f4(b), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Assi Inc), Stock Purchase Agreement (Jacmar Companies)

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Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenantcovenant unless the Disclosure Schedule itself has been updated.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Southern Security Bank Corp), Asset Purchase Agreement (Panamerican Bancorp)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing event which could reasonably be expected to give rise to a Material Adverse Effect or could reasonably be expected to cause a breach of any of its own representations and warranties in Section 3 and Section 4 aboverespective representations, warranties, covenants or other agreement contained herein. No disclosure by any Party pursuant to this Section 5(f5(j), however, shall be deemed to amend or supplement the Disclosure Schedule any Schedule, or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Allied Digital Technologies Corp), Agreement and Plan of Merger (Analog Acquisition Corp)

Notice of Developments. Each Party will give prompt written notice to the other Party Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 ARTICLE III or ARTICLE IV above. No disclosure by any Party pursuant to this Section 5(f)SECTION 5.7, 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.

Appears in 2 contracts

Samples: Restructure Agreement (Specialty Care Network Inc), Restructure Agreement (Specialty Care Network Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 aboveArticle 4. No disclosure by any Party pursuant to this Section 5(f)5.5, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Gainsco Inc), Stock Purchase Agreement (Montpelier Re Holdings LTD)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and 3, Section 4 or Section 5 above. No disclosure by any Party pursuant to this Section 5(f6(f), 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mediconsult Com Inc), Agreement and Plan of Merger (Andrx Corp /De/)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties contained in Section §§ 3 and Section 4 above4. No disclosure by any Party pursuant to this Section 5(f)§ 5.7, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentationmisrepresentations, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Asset Purchase Agreement (First Avenue Networks Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 Article III and Section 4 Article IV above. No disclosure by any Party pursuant to this Section 5(f)5.8, however, shall be deemed to amend or supplement the Disclosure Schedule its disclosure schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Merger Agreement (Phoenix Footwear Group Inc)

Notice of Developments. Each Party will party shall give prompt written notice to the other Party party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 parts 2 and Section 4 above3, respectively. No disclosure by any Party party pursuant to this Section 5(f)paragraph 4.5, however, shall be deemed to amend or supplement the Seller Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Asset Purchase Agreement (Active Power Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 4 and Section 4 5 above. No disclosure by any Party pursuant to this Section 5(f6(h), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 1 contract

Samples: Asset Purchase Agreement (Overland Data Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 3, Section 4, and Section 4 5 above. No disclosure by any Party pursuant to this Section 5(f6(f), 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.

Appears in 1 contract

Samples: Merger Agreement (Todd Ao Corp)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section paragraph 3 and Section paragraph 4 above. No disclosure by any Party pursuant to this Section 5(fparagraph 5(h), 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.

Appears in 1 contract

Samples: GTM Holdings Inc

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 6 and Section 4 7 above. No disclosure by any Party pursuant to this Section 5(f9(e), 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.

Appears in 1 contract

Samples: German Purchase Agreement (Buckeye Technologies Inc)

Notice of Developments. Each Party will give prompt written notice Notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section Sections 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement this Agreement or the Disclosure Schedule Exhibits hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Asset Purchase Agreement (1 800 Contacts Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties contained in Section 3 §§ 3, 4, 5 and Section 4 above6. No disclosure by any Party pursuant to this Section 5(f)§ 7.7, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentationmisrepresentations, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Asset Purchase Agreement (First Avenue Networks Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section Articles 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)5.7, 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dynatronics Corp)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach or likely to cause a breach through the passage of time of any of its own representations and warranties in Section 3 3, Section 4 and Section 4 5 above. No disclosure by any Party pursuant to this Section 5(f6(f), however, shall be deemed to amend or supplement the PlayStream Disclosure Schedule or the VitalStream Disclosure Schedule, as applicable, or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vitalstream Holdings Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above4, as the case may be. No disclosure by any Party Sellers pursuant to this Section 5(f)5.7, however, shall be deemed to amend or supplement the Disclosure Schedule Schedules or to prevent or cure any misrepresentationmisrepresentations, breach of representation or warranty, or breach of covenantcovenant unless expressly consented to in writing by Buyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intuit Inc)

Notice of Developments. Each Party will give prompt written ---------------------- notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Blue Rhino Corp)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section (S) 3 and Section (S) 4 above. No disclosure by any Party pursuant to this Section 5(f)(S) 5.6, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentationmisrepresentations, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (SMTC Corp)

Notice of Developments. Each Party will shall give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section section 3 and Section section 4 above. No disclosure by any Party pursuant to this Section section 5(f), 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aptus Corp)

Notice of Developments. (i) Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and or 4. Subject to Section 4 above. No 5(e)(ii), no disclosure by any Party pursuant to this Section 5(f5(e), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Stock Purchase Agreement (Laclede Group Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own such Party's representations and warranties in Section 3 and Section 4 aboveherein. No disclosure by any Party pursuant to this Section 5(f), however, shall SECTION 6.4 will be deemed to amend or supplement any of the Disclosure Schedule schedules or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Amen Properties Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 and Section Sections 4 or 5 above. No disclosure by any Party pursuant to this Section 5(f)8.6, however, shall be deemed to amend or supplement the Disclosure Schedule Schedules hereto or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 1 contract

Samples: Plan of Merger and Acquisition Agreement (Billing Concepts Corp)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 Articles III and Section 4 IV above. No disclosure by any Party pursuant to this Section 5(f)5.8, 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sportsmans Guide Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 5 and Section 4 6 above. No disclosure by any Party pursuant to this Section 5(f7(f), however, shall be deemed to amend or supplement the Disclosure Schedule Schedules or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vista Eyecare Inc)

Notice of Developments. Each Party party will give prompt written notice to the other Party party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 Sections 5 and Section 4 6 above. No disclosure by any Party party pursuant to this Section 5(f)7.13, however, shall be deemed to amend or supplement the Disclosure Schedule schedules or to prevent or cure any misrepresentationmisrepresentations, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Herley Industries Inc /New)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)5.5, however, shall be deemed to amend or supplement the Disclosure Schedule Letter or to prevent or cure any misrepresentationmisrepresentations, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Asset Purchase Agreement (Standard Microsystems Corp)

Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 (S)3 and Section 4 (S)4 above. No disclosure by any Party pursuant to this Section 5(fss.5(g), 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.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Spectra Systems Corp)

Notice of Developments. Each Party will give prompt written notice to ---------------------- the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Blue Rhino Corp)

Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in Article IV or Article V, as applicable. Other than as provided in Section 3 and Section 4 above. No 5.28 hereof, no disclosure by any Party pursuant to this Section 5(f)6.04, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Interest Purchase Agreement (Energy 11, L.P.)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section 5(f)§5.5, however, shall be deemed to amend or supplement the Disclosure Schedule Letter or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sypris Solutions Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party Parties of any material adverse development causing a breach of any of its own representations and warranties in Section Article 3 and Section Article 4 above. No disclosure by any Party pursuant to this Section 5(f), 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.

Appears in 1 contract

Samples: Purchase and Sale (Emerge Interactive Inc)

Notice of Developments. Each Party party will give prompt written notice to the other Party party of any material adverse development causing a breach of any of its own representations and representations, warranties in Section 3 and Section 4 aboveor covenants hereunder. No disclosure by any Party party pursuant to this Section 5(f)5.06, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant. As used herein, "Disclosure Schedule" means the Schedules attached hereto and referred to herein.

Appears in 1 contract

Samples: Asset Purchase Agreement (Universal Broadband Communications Inc)

Notice of Developments. Each Party will give prompt written notice to the ----------------------- other Party of any my material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section or 4 above. No disclosure by any my Party pursuant to this Section 5(f)5.2, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Chicago Pizza & Brewery Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Target Disclosure Schedule Letter or Purchaser Disclosure Letter or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Trescom International Inc)

Notice of Developments. Each Party party will give prompt written notice to ---------------------- the other Party party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 abovewarranties. No disclosure by any Party party pursuant to this Section 5(f)6.5, however, shall be deemed to amend or supplement the Disclosure Schedule schedules attached hereto or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Asset Purchase Agreement (Boston Chicken Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(h), 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Navidec Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(e), 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.

Appears in 1 contract

Samples: Agreement and Plan (Unidyne Corp)

Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and 5 or Section 4 6 above. No disclosure by any Party pursuant to this Section 5(f)7.6, however, shall be deemed to amend or supplement the Ridge Disclosure Schedule or the Adaptec Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Adaptec Inc)

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