Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any variances in any of its representations or warranties contained in this Agreement, (ii) any breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by this Agreement.
Notice of Material Developments. Promptly notified the other party hereto in writing of any "material adverse change" in, or any changes which, in the aggregate, could result in a "material adverse change" in, the consolidated financial condition, business or affairs of A&J Southeast, whether or not occurring in the ordinary course of business. As used in this Agreement, the term "material adverse change" means any change, event, circumstance or condition (collectively, a "Change") which when considered with all other Changes would reasonably be expected to result in a "loss" having the effect of so fundamentally adversely affecting the business or financial prospects of A&J Southeast or Synagro, as applicable, that the benefits reasonably expected to be obtained by Synagro, with respect to losses by A&J Southeast, and the Stockholders, with respect to losses by Synagro, as a result of the consummation of the transactions contemplated by this Agreement would be jeopardized with relative certainty. The term "loss" shall mean any and all direct or indirect payments, obligations, assessments, losses, loss of income, liabilities, fines, penalties, costs and expenses paid or incurred or more likely than not to be paid or incurred, 32 or diminutions in value of any kind or character (whether known or unknown, conditional or unconditional, choaxx xx inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise) that are more likely than not to occur, including without limitation penalties, interest on any amount payable to a third party as a result of the foregoing and any legal or other expenses reasonably incurred or more likely than not to be incurred in connection with investigating or defending any demands, claims, actions or causes of action that, if adversely determined, would likely result in losses, and all amounts paid in settlement of claims or actions; provided, that losses shall be net of any recoveries by A&J Southeast or Synagro, as applicable, from third parties and any insurance proceeds A&J Southeast or Synagro, as applicable, is entitled to receive from a nonaffiliated insurance company on account of such losses (after taking into account any costs incurred in obtaining such proceeds and any increase in insurance premiums as a result of a claim with respect to such proceeds). The parties agree, however, that a reduction in the trading price of Synagro Common Stock on the Nasdaq National Market for Small-Cap Issues shall not, in and of i...
Notice of Material Developments. 24 4.8 Exclusivity..................................................... 24 4.9
Notice of Material Developments. Each Party shall give prompt written notice to the other Party of any (i) representation or warranty made by such Party in this Agreement which was true as of the date of this Agreement, but which subsequently becomes untrue (or which such Party learns was not true as of the date of this Agreement), (ii) breach of any covenant under this Agreement by such Party, and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated in this Agreement.
Notice of Material Developments. Promptly furnish to AIX copies of all communications from ITEQ to its stockholders and all ITEQ Reports; and
Notice of Material Developments. Promptly notify PROVIDENCE in writing of any material adverse change in, or any changes which in the aggregate would likely result in a material adverse change in, the business, properties, condition (financial or otherwise) or results of operations of UAC, whether or not occurring in the usual and ordinary course of its business, but only to the extent UAC has actual knowledge of any such changes.
Notice of Material Developments. From and after the execution and delivery of this Agreement and until the earlier of the Closing Date or the Termination Date, Supplier will give prompt written notice to ENBC of any material development affecting the assets, properties, business, business prospects, financial condition or results of operations of Supplier, including without limitation any development which results in the inaccuracy of any of the representations and warranties of Supplier and the Members made herein.
Notice of Material Developments. Each party shall deliver prompt written notice to the other parties of (i) the occurrence or non occurrence of any event the occurrence or non occurrence of which results in any of its representations or warranties contained in Article V or Article VI below, as the case may be, being untrue or inaccurate in any material respect (or, in the case of any representation or warranty qualified by its terms by materiality including the words “material” or “Material Adverse Effect”, then untrue or inaccurate in any respect) and (ii) any breach of, or failure to comply in any material respect with, any covenant hereunder by such party. No such notices or disclosures shall be deemed to amend this Agreement or the Schedules hereto for any purposes hereof; provided that, one time prior to the Closing (but no later than three (3) Business Days prior to the Closing), the Company shall have the right to supplement, modify and/or update the Disclosure Schedules with respect to matters or developments arising after the date of this Agreement solely in respect of (A) the last sentence in Section 5.2, and (B) Section 5.12, if (and only if) such matters or developments (individually or together with all other breaches or inaccuracies of Seller’s and the Company’s representations and warranties) would reasonably be expected to prevent the satisfaction of the condition set forth in Section 3.1(a) (a “Disclosure Update”). If the Company delivers a Disclosure Update to Buyer, then Buyer may terminate this Agreement as provided Section 7.1(f) of this Agreement by delivering a written termination notice to the Company within three (3) Business Days after its receipt of such Disclosure Update (a “Disclosure Update Termination Notice”). Notwithstanding anything herein to the contrary, unless Buyer provides a Disclosure Update Termination Notice within such three (3) Business Day period pursuant to this Section 4.5, Buyer shall be deemed to have waived its right to terminate this Agreement under Section 7.1(f) or prevent the consummation of the transactions contemplated by this Agreement pursuant to Section 3.1(a) with respect to the information disclosed in such Disclosure Update, and Seller and the Company shall not be deemed to be in breach of any representation, warranty, covenant or agreement hereunder with respect to the information disclosed in any Disclosure Update.
Notice of Material Developments. Promptly notify Lifelong in writing of any material adverse change in, or any changes which in the aggregate would likely result in a material adverse change in, the business, properties, condition (financial or otherwise), results of operations or prospects of PROVIDENCE or any of its subsidiaries, whether or not occurring in the usual and ordinary course of business, but only to the extent PROVIDENCE or any of such subsidiaries has actual knowledge of any such changes.
Notice of Material Developments. 11 4J. Exclusivity.............................................. 11 4K. Certain Pre-Closing Tax Matters.......................... 12
