Notice of Subsequent Event or Discovery Sample Clauses

Notice of Subsequent Event or Discovery. Prior to Closing, each Party shall give the other prompt notice of its discovery of any event or condition which has the effect of making any representations contained in Section 5 materially inaccurate.
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Notice of Subsequent Event or Discovery. Prior to Closing, each Party shall give the other prompt notice of its discovery of any event or condition which has the effect of making any representations contained in Section 5 materially inaccurate, either when made or as of Closing. If it is reasonably likely that such event or condition can be remedied prior to the Last Closing date, so as to remove such material inaccuracy and correct any material adverse effect that the other Party would otherwise suffer, and if the representing Party undertakes in writing to the other Party, within ten Days after giving or receiving such notice, to use all commercially reasonable efforts to effect such remedy, then so long as it is making such efforts the representing Party shall have until the Last Closing Date to complete such remedy (as well as the right to extend the Last Closing Date by up to 30 Days for the purpose of completing such remedy) and the other Party shall not be entitled, prior to the Last Closing Date or (if earlier) the cessation of such efforts, to terminate this Agreement by reason of such inaccuracy; provided, however, that this sentence shall not apply to Buyer's failure to obtain by the Approval Date the approval of its board of directors to its purchase of the Hotel. Where such event or condition constitutes a breach of a Party's representations contained herein, though, nothing in this Section 5.6 shall be deemed to limit the other Party's right after Closing to recover monetary damages for such breach, to the extent such breach is not cured prior to Closing.
Notice of Subsequent Event or Discovery. Prior to Closing, Seller shall give Buyer prompt notice of its discovery of any event or condition which has the effect of making any of Seller’s representations contained in Section 5.1 materially inaccurate, either when made or as of the Closing. Any notice from Seller to Buyer (or if applicable, from Buyer to Seller if Buyer makes such determination) with respect to a determination that any of Seller’s representations in Section 5.1 will be materially inaccurate as of Closing, shall state in reasonable detail the facts and circumstances on which such determination is based. If it is reasonably likely that such event or condition can be remedied within thirty (30) days, so as to remove such material inaccuracy, and if Seller undertakes in writing to Buyer, within ten (10) days after receiving such notice, to use all commercially reasonable efforts to effect such remedy, then so long as it is making such efforts the representing Party shall have the right to extend the Scheduled Closing Date by no more than thirty (30) days to complete such remedy and Buyer shall not be entitled, prior to the Scheduled Closing Date (as so extended) or (if earlier) the cessation of such efforts, to terminate this Agreement by reason of such inaccuracy.
Notice of Subsequent Event or Discovery. Prior to Closing, Buyer and Seller shall each give the other prompt notice of its discovery of any event or condition which has the effect of making any representations and warranties contained in SECTION 6 materially inaccurate. From and after the Closing, Buyer shall in good faith endeavor to notify Seller within thirty (30) days after discovery thereof by the Hotel general manager, controller, Xxxx Xxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxxxxx, or Xxxx Xxxxxxx of actual knowledge of any condition or state of facts which constitutes a breach of any such representations and warranties. If Buyer fails to timely notify Seller of such breach (despite any good faith endeavor), Buyer shall be conclusively deemed to have waived such breach.
Notice of Subsequent Event or Discovery. Prior to Closing, each Party shall in good faith endeavor to give the other prompt notice of its discovery of any event or condition which has the effect of making any of Seller’s representations contained in Section 5 materially inaccurate, either when made or as of the Closing. If it is reasonably likely that such event or condition can be remedied within thirty (30) Days, so as to remove such material inaccuracy, and if Seller undertakes in writing to Buyer, within ten (10) Days after giving or receiving such notice, to use all commercially reasonable efforts to effect such remedy, then so long as it is diligently making such efforts Seller shall have the right to extend the Closing Date by no more than thirty (30) Days to complete such remedy and Buyer shall not be entitled, prior to the Closing Date (as so extended), to terminate this Agreement by reason of such inaccuracy.
Notice of Subsequent Event or Discovery. Prior to Closing, each Party shall give the other prompt notice of its discovery of any event or condition which has the effect of making any of Seller’s representations contained in Section 5 materially inaccurate. If it is reasonably likely that such event or condition can be remedied within 30 days, so as to remove such material inaccuracy, and if Seller undertakes in writing to Buyer, within ten Days after receiving such notice, to use all commercially reasonable efforts to effect such remedy, then so long as it is making such efforts Seller shall have the right to extend the Last Closing Date by no more than 30 days to complete such remedy and Buyer shall not be entitled, prior to the Last Closing Date (as so extended) or (if earlier) the cessation of such efforts, to terminate this Agreement by reason of such inaccuracy.

Related to Notice of Subsequent Event or Discovery

  • Notice of Subsequent Events If at any time during the ninety (90) day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your opinion the market price of the Company Shares has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus), the Company will, after written notice from you advising the Company to the effect set forth above, forthwith prepare, consult with you concerning the substance of and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or event.

  • Notice of Adjustment Event In the event that the Company shall propose to take any action of the type described in this Section 13 (but only if the action of the type described in this Section 13 would result in an adjustment in the Exercise Price or the number of Warrant Shares or a change in the type of securities or property to be delivered upon exercise of this Warrant), the Company shall give notice to the Warrantholder, in the manner set forth in Section 13(J), which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of this Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 days prior to the date so fixed, and in case of all other action, such notice shall be given at least 15 days prior to the taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such action.

  • Notice of the Occurrence of a Make-Whole Fundamental Change The Company will notify the Holders, the Trustee and the Conversion Agent of each Make-Whole Fundamental Change (i) occurring pursuant to clause (A) of the definition thereof in accordance with Section 5.01(C)(i)(3)(b); and (ii) occurring pursuant to clause (B) of the definition thereof in accordance with Section 4.03(F).

  • Subsequent Events If, at any time on or after an Applicable Time but prior to the related Settlement Date, any event occurs as a result of which the Registration Statement or Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Manager so that any use of the Registration Statement or Prospectus may cease until such are amended or supplemented; (ii) amend or supplement the Registration Statement or Prospectus to correct such statement or omission; and (iii) supply any amendment or supplement to the Manager in such quantities as the Manager may reasonably request.

  • Action Upon Certain Failures of the Master Servicer and Upon Event of Default In the event that a Responsible Officer of the Trustee shall have actual knowledge of any action or inaction of the Master Servicer that would become an Event of Default upon the Master Servicer’s failure to remedy the same after notice, the Trustee shall give prompt written notice thereof to the Master Servicer.

  • Action upon Certain Failures of the Servicer and upon Event of Default In the event that the Trustee shall have actual knowledge of any failure of the Servicer specified in Section 8.01(a) or (b) which would become an Event of Default upon the Servicer's failure to remedy the same after notice, the Trustee shall give notice thereof to the Servicer. If the Trustee shall have knowledge of an Event of Default, the Trustee shall give prompt written notice thereof to the Certificateholders.

  • Notice of Insolvency Event As soon as practicable following the occurrence of an Insolvency Event or any event that with the giving of notice or the passage of time or both would be an Insolvency Event, ExchangeCo and Acquiror shall give written notice thereof to the Trustee. As soon as practicable following the receipt of notice from ExchangeCo and Acquiror of the occurrence of an Insolvency Event, or upon the Trustee becoming aware of an Insolvency Event, the Trustee will mail to each Beneficiary, at the expense of Acquiror (such funds to be received in advance), a notice of such Insolvency Event in the form provided by Acquiror, which notice shall contain a brief statement of the rights of the Beneficiaries with respect to the Exchange Right.

  • Termination Event; Notice The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Purchase Contract Payments (including any deferred or accrued and unpaid Purchase Contract Payments), if the Company shall have such obligation, and the rights and obligations of Holders to purchase Common Stock, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, prior to or on the Purchase Contract Settlement Date, a Termination Event shall have occurred.

  • No Subsequent Material Events Subsequent to the respective dates as of which information is given in the Registration Statement and Prospectus and prior to the Termination Date, except as contemplated in the Prospectus or as disclosed in a supplement or amendment thereto or in the periodic financial statements of the Company, the Company has not and will not have:

  • Notice of Servicer Default The Servicer shall deliver to the Issuer, the Indenture Trustee, the CPUC and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 7.01.

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