Notices of Certain Matters. Prior to the Closing, (i) the Company shall give prompt written notice to the Purchaser of the occurrence or non-occurrence of any event known to the Company the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty contained in Article 2 to be materially untrue, or of the failure of the Company to comply with or satisfy any covenant or agreement under this Agreement, and (ii) the Purchaser shall give prompt written notice to the Company of the occurrence or non-occurrence of any event known to the Purchaser the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty contained in Article 3 to be materially untrue, or of the failure of the Purchaser to comply with or satisfy any covenant or agreement under this Agreement; provided that the delivery of any notice pursuant to this Section 4.4 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.
Notices of Certain Matters. From the date of this Agreement until the Closing, Buyer and Seller shall each promptly notify the other in writing of any pending or, to the Knowledge of such Party, threatened, Legal Proceeding (a) challenging or seeking damages in connection with the transactions contemplated hereunder or (b) seeking to restrain or prohibit the consummation of the transactions contemplated hereunder. The Parties shall reasonably cooperate with each other in defending against any such Legal Proceeding, including seeking to have vacated or reversed any stay or temporary restraining order entered in connection therewith by any court or other Governmental Entity.
Notices of Certain Matters. Prior to the Closing, (i) the Company shall give prompt written notice to the Investor of the occurrence or non-occurrence of any event known to the Company the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty contained in ARTICLE III to be materially untrue, or of the failure of the Company to comply with or satisfy any covenant or agreement under this Agreement, (ii) the Investor shall give prompt written notice to the Company of the occurrence or non-occurrence of any event known to the Purchaser the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty contained in ARTICLE IV to be materially untrue, or of the failure of the Investor to comply with or satisfy any covenant or agreement under this Agreement, and (iii) the Founder and Xumao, as the case may be, shall give prompt written notice to the Investor of the occurrence or non-occurrence of any event known to the Founder or Xumao, as applicable, the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty contained in ARTICLE III to be materially untrue, or of the failure of the Founder or Xumao, as applicable, to comply with or satisfy any covenant or agreement under this Agreement; provided that the delivery of any notice pursuant to this SECTION 6.05 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.
Notices of Certain Matters. Borrower shall give notice to County, within ten (10) days after Xxxxxxxx receives actual knowledge thereof, of each of the following:
Notices of Certain Matters. Broker shall promptly give written notice to GMACB of (A) the occurrence of any breach of a representation or warranty as set forth in Section 5 of this Agreement; (B) any event or condition which could have a material adverse effect on the business, operations, assets or financial condition of Broker; and (C) receipt by Broker of notice from any agency or regulatory authority concerning revocation or suspension of Brokers’ license to conduct business. GMACB shall promptly give written notice to Broker of (A) the occurrence of any breach of a representation or warranty as set forth in Section 5 of this Agreement; (B) any event or condition which could have a material adverse effect on the business, operations, assets or financial condition of GMACB; and (C) receipt by GMACB of notice from any agency or regulatory authority concerning revocation or suspension of GMACB’s license to conduct business. GMACB may amend or supplement the Broker Manual from time to time, at its sole discretion, by furnishing amendments or supplementary matter to Broker electronically, by posting these items on its internet website xxx.xxxxxxxxxxxxxxxxxxxxx.xxx.
Notices of Certain Matters. Sellers will notify Purchaser, and Purchaser will notify Sellers, as promptly as reasonably practicable upon becoming aware of (a) any fact, change or circumstance, or the occurrence or non-occurrence of any event, that has caused or is reasonably likely to cause any representation or warranty in this Agreement made by such Party to be untrue or inaccurate in any material respect at any time after the date hereof such that the condition set forth in Section 10.02(b) or Section 10.03(b), as applicable, would not be satisfied, or (b) any material failure by such Party to comply with or satisfy any covenant or condition to be satisfied by it hereunder; provided that the delivery of any notice pursuant to this Section 6.07 will not limit or otherwise affect the remedies available hereunder to the Party receiving such notice, or the representations and warranties of, or the conditions to the obligations of, the Parties hereto. In connection with the delivery of such a notice, the Party delivering such notice may elect to deliver a supplement or update to its schedules to this Agreement to reflect an event, condition or circumstance first occurring after the date hereof (a “Schedule Supplement”). The other Party will have 10 Business Days after receipt of such updated schedules (together with such additional information relating thereto as such other Party may reasonably request) to terminate this Agreement by providing notice to the Party that delivered the notice. If no such notice is timely received by the Party that delivered the notice, the schedules to this Agreement will thereupon be deemed to be amended by the Schedule Supplement.
Notices of Certain Matters. (a) The Company shall use its reasonable best efforts to (i) notify Acquirer in writing promptly after receipt of any written notice of any Legal Proceeding initiated by or against it, or known by the Company to be threatened against the Company or any of Subsidiaries, or any of its or their Employees or the Company Stockholders in their capacity as such that, had it occurred prior to the Agreement Date, would have constituted an exception to the representation set forth in the first sentence of Section 2.20 (a “New Litigation Claim”), (ii) notify Acquirer of ongoing material developments in any New Litigation Claim or any Litigation Claim and (iii) consult in good faith with Acquirer regarding the conduct of the defense of any material New Litigation Claim or Litigation Claim.
Notices of Certain Matters. 45 10.8 Tax Matters Partner 45 ARTICLE 11 DISSOLUTION 46
Notices of Certain Matters. The General Partner shall Notify each Limited Partner in writing as soon as commercially reasonably practicable of (i) any claims for indemnification made against the Partnership pursuant to Article 8, (ii) the commencement of or settlement, verdict or judgment, or any final order with respect to any litigation or governmental proceeding against the General Partner, the Investment Manager or the Partnership that would be reasonably expected to have a material adverse effect on the management of the Partnership,
