Notification of Certain. Events In order to assist Lululemon and Callco to comply with its obligations hereunder and to permit Callco to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, Exchangeco will notify Lululemon and Callco of each of the following events at the time set forth below:
Notification of Certain. MATTERS Between the date hereof and the Closing Date, CGI shall give prompt notice to Genzyme, and Genzyme shall give prompt notice to CGI, of (a) the occurrence or non-occurrence of any event or circumstance the occurrence or non-occurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate and (b) any failure of CGI or Genzyme, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.
Notification of Certain. MATTERS Each party hereto shall promptly provide to the other, copies of material notices or correspondence relating to the transaction contemplated by this Agreement. Each party shall also promptly notify the other of any fact, event, circumstance or action that, if known on the date of this Agreement, would have been required to be disclosed to the other pursuant to this Agreement or cause the representations or warranties under this Agreement not to be correct and/or complete. In addition, either party shall give prompt written notice to the other of any adverse development causing a breach of its representations and warranties in this Agreement. No disclosure pursuant to this Section 5.9, however, shall be deemed to amend or supplement this Agreement or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Notification of Certain. EVENTS In order to assist Devon to comply with its obligations hereunder, Northstar will give Devon notice of each of the following events at the time set forth below: (a) immediately, in the event of any determination by the Board of Directors of Northstar to take any action which would require a vote of the holders of Exchangeable Shares for approval; (b) immediately, upon the earlier of (i) receipt by Northstar of notice of, and (ii) Northstar otherwise becoming aware of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of Northstar or to effect any other distribution of the assets of Northstar among its shareholders for the purpose of winding-up its affairs; (c) immediately, upon receipt by Northstar of a Retraction Request (as defined in the Exchangeable Share Provisions); (d) at least 130 days prior to any Automatic Redemption Date determined by the Board of Directors of Northstar in accordance with clause (b) of the definition of Automatic Redemption Date in the Exchangeable Share Provisions; (e) as soon as practicable upon the issuance by Northstar of any Exchangeable Shares or rights to acquire Exchangeable Shares; and (f) in the event of any determination by the Board of Directors of Northstar to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Northstar or to effect any other distribution of the assets of Northstar among its shareholders for the purpose of winding-up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution. 2.5
Notification of Certain. Events In order to assist JDS Uniphase to comply with its obligations hereunder and to permit JDS Uniphase Nova Scotia to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, Exchangeco will notify JDS Uniphase and JDS Uniphase Nova Scotia of each of the following events at the time set forth below:
Notification of Certain. Matters Buyer shall use its reasonable efforts ------------------------------- to give prompt notice to Seller and Agway, and Seller and Agway shall use their reasonable efforts to give prompt notice to Buyer, of: (i) the occurrence or non-occurrence of any event of which any of them is aware that would be reasonably likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied in all material respects, (ii) any failure of Buyer or of Seller or Agway, as the case may be, to comply in a timely manner with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or (iii) any change or event which would be reasonably likely to have a Material Adverse Effect on Buyer or Seller, as the case may be; provided, -------- 32 however, that the delivery of any notice pursuant to this Section 5(e) shall not ------- limit or otherwise affect the remedies available hereunder.
Notification of Certain. Events In order to assist BN to comply with its obligations hereunder and to permit BN to exercise the Liquidation Call Right, the Company will notify BN, or will cause BN to be notified, of each of the following events at the time set forth below: (a) in the event of any determination by the Company Board to institute voluntary liquidation, dissolution or winding-up proceedings with respect to the Company or to effect any other distribution of the assets of the Company to its shareholders for the purpose of winding up its affairs, at least 30 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; (b) promptly upon the earlier of (i) receipt by the Company of notice of, and (ii) the Company otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of the Company or to effect any other distribution of the assets of the Company to its shareholders for the purpose of winding up its affairs; and (c) on or before the date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Specified Redemption Date in accordance with the Share Terms. 2.5
Notification of Certain events Each Borrower shall immediately notify the Security Trustee by fax, of:
Notification of Certain events The Borrower shall immediately notify the Agent of: a) any accident to the Vessel involving repairs where the costs will or is likely to exceed USD 3,000,000 (or the equivalent in any other currency); b) any requirement or recommendation made by any insurer or classification society or by any competent authority which is not, or cannot be, immediately complied with; c) any exercise or purported exercise of any lien on the Vessel, the Earnings or the Insurances; d) any requisition of the Vessel for hire; e) any arrest or detention of the Vessel; f) any intended dry docking of the Vessel; g) any de-activation or lay-up of the Vessel; h) status of declaration/non-declaration of extension options under the Time Charter, and the occurrence of any Time Charter Early Termination Event; i) any occurrence as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become a Total Loss; and j) any claim for a material breach of the ISM Code or the ISPS Code being made against the Borrower, a Manager or otherwise in connection with the Vessel. 23.6 Further information Borrower shall promptly, in respect of the Vessel, provide the Agent with any information which it requests in writing regarding: a) that Vessel, its employment, position and engagements; b) the Earnings and payments and amounts due to its master and crew; c) any material expenditure incurred, or likely to be incurred, in connection with the operation, maintenance or repair of the Vessel and any payments made by it in respect of the Vessel; d) any towages and salvages; e) its compliance, the relevant Manager's compliance and the compliance of the Vessel with the ISM Code and the ISPS Code; and f) upon the Agent's request, promptly provide copies of any current employment agreement relating to the Vessel, of any current guarantee of any such employment agreement, the Vessel's Safety Management Certificate and any relevant Document of Compliance.
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