Seller Notice. Seller shall deliver prompt written notice to Purchaser upon Seller gaining actual knowledge (and not any constructive or imputed knowledge) that (i) any of Seller's representations or warranties expressly provided for in Section 9.1 have become false or incorrect in any material respect, or (ii) any of Seller's covenants as expressly provided for in this Agreement have been breached by Seller in any material respect.
Seller Notice. The Seller hereby gives notice to the Buyer that the Seller has created or will create, pursuant to the Security Documents, Security Interests in favour of the Financier over (amongst other things) all of the Seller’s present and future right, title, benefit and interest in and to the Contract. The Buyer expressly acknowledges and agrees that it has received the notice referred to in clause 4.2(a). Buyer consents, acknowledgments and confirmations The Buyer consents to the Seller entering into the Security Documents and granting the Security Interests in favour of the Financier, including Security Interests over the Seller’s right, title and interest in the Contract. Despite anything else in the Contract, the Buyer acknowledges and agrees that the entry into the Security Documents and this deed by the Seller (or the Contract being subject to a Security Interest) and the exercise of any Power under any Security Document or the Finance Documents generally (including the appointment of any Enforcing Party) will not of itself contravene or constitute an Event of Default under the Contract or entitle the Buyer to exercise any Power under the Contract (including a right to Terminate) other than any Power under clause 2.2 of the Code of Common Terms. Each of the Buyer and the Seller agrees that the Financier and an Enforcing Party: are entitled to a copy of the Contract (including, without limitation, the Unit Price) and this deed (and any correspondence and notices in relation to the Contract and this deed which must be provided to the Financier in accordance with the terms of this deed) (the “Disclosure Material”); and may provide a copy of the Disclosure Material to any bona fide proposed purchaser or assignee of any or all of the Seller’s assets (including any contracts or choses in action) or any equity interest in the Seller (and to their directors, office holders, officers, employees, contractors, agents, consultants and advisers) (“Proposed Purchaser”) and to any consultants or advisers engaged by the Financier or an Enforcing Party (each a “Disclosee”), provided that, if the Disclosure Material includes any Unit Price Information: the Disclosee has agreed with the Buyer to comply with confidentiality obligations at least as stringent as those contained in article 11 (“Confidential information”) of the Code of Common Terms prior to the disclosure of the Unit Price Information to that Disclosee; and
Seller Notice. If to the Seller, to: Xxxxxx HRH, Inc. One World Financial Center 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attention: President Facsimile No.: (000) 000-0000 with a copy to: Xxxxxx North America Inc. 00 Xxxxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Attention: General Counsel Facsimile No.: (000) 000-0000 with a copy (which shall not constitute notice) to: Xxxxxx Xxxxxxxx LLP 3000 Two Xxxxx Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 Attention: Xxxxxxx Xxxxxx, Xx. Xxxxx X. Xxxxxx Facsimile No.: (000) 000-0000
Seller Notice. Seller has previously delivered to the Company the notice contemplated by Section 2 of the Stockholder Agreement, in the form attached hereto as Exhibit A (such notice, the “Seller Notice”).
