MAE Notice definition
Examples of MAE Notice in a sentence
The Supplier shall provide the Buyer with such additional information in support of the CES MAE Notice as the Buyer may reasonably request, from time to time.
The Buyer shall, once it has determined whether a CES MAE has occurred (whether in its initial response to the CES MAE Notice, or otherwise), provide a written notice to the Supplier of such determination (the “CES MAE Confirmation”).
The Buyer shall respond to the CES MAE Notice within sixty (60) days of its receipt thereof, identifying any objection or supplemental information it may require to verify that a CES MAE has occurred or any of the information or statements in the CES MAE Notice.
The Supplier shall respond to the CES MAE Notice within sixty (60) days of its receipt thereof, identifying any objection or supplemental information it may require to verify that a CES MAE has occurred or any of the information or statements in the CES MAE Notice.
A notice contemplated by clause (i) (other than a MAE Notice) or clause (ii) of the first sentence of this paragraph (b) shall not be deemed to update the Schedules included in the Seller Disclosure Letter or adversely affect Buyer’s rights under this Agreement, including for the purposes of Buyer’s rights under Articles VII, IX and X of this Agreement.
In addition, if TC terminates this Agreement pursuant to this Section 6.13, it will be entitled to the break-up fee described in Section 8.5. If TC does not give timely notice of the termination of this Agreement as permitted under this Section 6.13 and the Closing occurs, this Agreement will be deemed to be amended to include the additional disclosures made by PUB and PIB under this Section 6.13 that were identified in the MAE Notice as if such disclosures had been made as of the date of this Agreement.
In addition, if LB terminates this Agreement pursuant to this Section 6.16, it will be entitled to the break-up fee described in Section 8.5. If LB does not give timely notice of the termination of this Agreement as permitted under this Section 6.16 and the Closing occurs, this Agreement will be deemed to be amended to include the additional disclosures made by PUB under this Section 6.16 that were identified in the MAE Notice as if such disclosures had been made as of the date of this Agreement.
Notwithstanding any provision in this Agreement to the contrary, unless the Purchaser provides the Company and the Representative with an Update Termination Notice within such five (5)-Business Day period pursuant to this Section 6.02, the Purchaser shall be deemed to have waived its right to terminate this Agreement or prevent the consummation of the transactions contemplated by this Agreement pursuant to Section 3.01(a) with respect to the disclosure of the MAE Event(s) set forth in the MAE Notice.
If Buyer receives a MAE Notice and does not terminate this Agreement pursuant to Section 8.1(f), Buyer will not be entitled to recover any Losses with respect to breaches of representations or warranties which arise and are reasonably apparent from facts occurring after the date hereof which are identified in such MAE Notice pursuant to Article IX or otherwise.
Any MAE Notice shall include reasonable details as to why Purchaser considers that such Material Adverse Effect has occurred.