Notification to Buyer Sample Clauses

Notification to Buyer. Upon obtaining knowledge thereof, Seller shall promptly notify Buyer of any claim or demand which Seller has determined has given or reasonably may give rise to a right of indemnification under this Agreement and Buyer shall have a reasonable time to contest any such claim. If such claim or demand relates to a claim or demand asserted by a third party against Seller, Buyer shall have the right to settle any such claim or demand (at the expense of Buyer and without admitting that Seller had any liability with respect thereto) or to employ counsel reasonably acceptable to Seller to defend any such claim or demand asserted against Seller, and Seller shall have the right to cooperate in the defense of any such claim with counsel of Seller's selection (the expense of which additional counsel to be borne by Seller). So long as Buyer is defending in good faith any such claim or demand, Seller will not settle such claim or demand. Seller shall make available to Buyer or its representatives, at the expense of Buyer all records and other materials required by them for their use in contesting any such claim or demand asserted by a third party against Seller. Whether or not Buyer so elects to defend any such claim or demand, Seller shall have no obligation to do so. If such claim or demand relates to a claim or demand other than one asserted by a third party against Seller, Seller shall promptly notify Buyer of Seller's claim or demand against Buyer and of Seller's demand for indemnification hereunder. Buyer shall then promptly pay to Seller, as appropriate, the amount of Seller's claim or demand, if undisputed. In the event that Buyer shall dispute such claim or demand or any portion thereof, Buyer shall immediately notify Seller in writing specifying in detail the portion of such claim or demand (if less than all) which is disputed and the facts relied upon by Buyer as a basis for such dispute. Seller and Buyer agree to negotiate in good faith to attempt to reach a resolution of any disputed claim for indemnification hereunder in order to attempt to avoid resorting to a court of competent jurisdiction for such resolution.
Sample 1
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Notification to Buyer. (a) BSRT and Sellers shall promptly (but in any event within one business day) advise the Buyer in writing of any proposal or offer that is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, BSRT and/or Sellers in respect of an Acquisition Proposal or any written inquiry regarding the making of an Acquisition Proposal and shall notify the third party of BSRT's and Sellers' obligation under this Agreement (without any reference to Buyer) and shall, in the notice to Buyer, indicate the material terms and conditions of any Acquisition Proposal that, in the good faith determination of BSRT's Board of Trustees, constitutes, or is reasonably likely to lead to, a Superior Proposal. BSRT and Sellers shall not release any Third Party from, or waive or amend any provision of, any existing confidentiality or standstill agreement.
Sample 1
Notification to Buyer. Until the Closing Date or the earlier termination of this Agreement, Seller shall notify Buyer, in writing, within five (5) Business Days after receiving notice, or otherwise obtaining actual Knowledge, which notice shall constitute a Representation Update Notice subject to the terms and conditions of Section 7.1 hereof, of:
Sample 1
Notification to Buyer. The Seller shall (i) immediately notify Buyer after receipt by the Seller (or, to the Seller’s Knowledge, by any of the Seller Representatives) of any correspondence or communication that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, or any other notice that any person is considering making an Acquisition Proposal, or any request for nonpublic information relating to the Seller or for access to any of the properties, books or records of the Seller by any person or persons other than Buyer (and its agents and advisors), which notice shall identify the person or persons making, or considering making, such Acquisition Proposal or request for information or access, (ii) shall keep Buyer fully informed as promptly as practicable of the status and details of any such Acquisition Proposal (including amendments or proposed amendments) or request for information or access and any correspondence or communications related thereto, and (iii) shall provide to Buyer a correct and complete copy of such Acquisition Proposal or request for information or access and any amendments, correspondence and communications related thereto (if in writing) or a written summary thereof (if not in writing); provided, however, that the Seller shall not be required to deliver a copy of any Acquisition Proposal pursuant to subsection 5.05(b)(iii) if delivery of such Acquisition Proposal would cause Seller to be in an actual breach (based on an opinion of legal counsel) of a non-disclosure agreement in effect on the date of this Agreement with the party delivering such Acquisition Proposal. The Seller shall, and shall cause the Seller Representatives to, immediately cease and cause to be terminated (and shall not resume or otherwise continue) any and all existing activities, discussions and negotiations with any persons conducted heretofore with respect to any Acquisition Proposal.
Sample 1

Related to Notification to Buyer

  • Notification to Union The Hospital will provide the union with a list, monthly of all hirings, lay-offs, recalls and terminations within the bargaining unit where such information is available or becomes readily available through the Hospital's payroll system."

  • Notification to the Union Where the Employer is aware that certain issues have occurred, the Employer will notify the JHSC and union in writing of all incidents related to violence within 4 days. For critical injuries the employer will notify the JHSC and the union immediately and in writing within 48 hours. Such notices will contain all of the information as prescribed in section 5 of the health care regulation.

  • Notification to Employees ‌ The Employer will inform new, transferred, promoted, or demoted employees in writing prior to appointment into positions included in the bargaining unit(s) of the Union’s exclusive representation status. Upon appointment to a bargaining unit position, the Employer will furnish the employees with membership materials provided by the Union. The Employer will inform employees in writing if they are subsequently appointed to a position that is not in a bargaining unit.

  • Notification to Holders Upon termination of the Master Servicer or appointment of a successor to the Master Servicer, in each case as provided herein, the Trustee shall promptly mail notice thereof by first class mail to the Securities Administrator and the Certificateholders at their respective addresses appearing on the Certificate Register. The Trustee shall also, within 45 days after the occurrence of any Event of Default known to the Trustee, give written notice thereof to the Securities Administrator and the Certificateholders, unless such Event of Default shall have been cured or waived prior to the issuance of such notice and within such 45-day period.

  • Authorization to Sell You are to offer and sell shares only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. This Agreement on your part runs to us and to the respective Funds and is for the benefit of and enforceable by each. The offering Prospectuses and this Agreement set forth the terms applicable to members of the Selling Group and all other representations or documents are subordinate. You understand that Class 529 shares of the Funds are available only as underlying investments through the Program.

  • Notification to Employer The Union shall notify the Employer of the names of the Employees, including the department wherein the Employee is employed, who are members of the Board of Directors, the Union Executive and Council Committees.

  • Authorization to File Borrower hereby authorizes Bank to file UCC financing statements without notice to Borrower, with all appropriate jurisdictions, as Bank deems appropriate, in order to further perfect or protect Bank’s interest in the Collateral, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to violate the rights of the Bank under the Code.

  • Notification to Securityholders Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article VIII, the Administrator shall give prompt written notice thereof to the Certificateholders and each Rating Agency, and the Indenture Trustee shall give prompt written notice thereof to the Noteholders.

  • Condition to Closing Buyer acknowledges and agrees that the Closing is contingent upon the closing of the IPO, and that if, for whatever reason, the IPO is not completed, the Company shall not be obligated to issue and sell the Restricted Shares and Buyer shall not be required to purchase the Restricted Shares and this Agreement may be terminated in accordance with Section 5(k) below.

  • Antitrust Notification If the Holder determines, in its sole judgment upon the advice of counsel, that the issuance of any Warrant Shares pursuant to the terms hereof would be subject to the provisions of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Company shall file as soon as practicable after the date on which the Company receives notice from the Holder of the applicability of the HSR Act and a request to so file with the United States Federal Trade Commission and the United States Department of Justice the notification and report form required to be filed by it pursuant to the HSR Act in connection with such issuance.

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