New Facts definition
Examples of New Facts in a sentence
No delay in or failure to give a notice of New Facts by the Indemnified Party to the Indemnifying Party shall adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligations to indemnify the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced by such delay or failure.
If any amendment delivered by Sellers pursuant to this Section 13.11 discloses New Facts other than those described in the preceding sentence, then the Schedules will be deemed to have been amended for the purposes of this Agreement only if and to the extent Buyer approves such amendment in writing.
If any amendment made pursuant to this Section 13.11 discloses New Facts which result from the conduct of the EMG Business as permitted by Sections 7.1 or 7.2 of this Agreement, or which is an event that is deemed not to have a Material Adverse Effect pursuant to the proviso to the definition of such term, then without any further action by Buyer the Schedules, as so amended, will be deemed to have amended for all purposes of this Agreement, including Section 9.3(a) and Section 10.2(a).
Special Notice for New Facts: If the grievance has been processed beyond 36 Step 2, and the grievant wishes to add new facts or information into the 37 file, he shall immediately transmit notice to the Chief of Police and shall 38 indicate in said notice the nature and details of the new facts.
In the event that such New Facts or other variance(s) could reasonably be expected to have a Material Adverse Effect on the Acquired Companies, the Buyer may deliver to the Company a notice setting forth in reasonable detail the basis for such conclusion and its election to terminate its obligations under this Agreement (the "Termination Notice") no later than 5:00 p.m. Eastern Standard Time on the tenth calendar day following the Disclosure Date.
Upon notice of New Facts, the Indemnifying Party shall again have the right, upon written notice to the Injured Party, and using counsel reasonably satisfactory to the Injured Party, to investigate, secure, contest, or settle the Third Person Claim to which the New Facts relate subject to the terms and conditions of Section 9.4(a).
The Indemnifying Party shall have forty-five (45) days after receipt of a Notice of Claim or fifteen (15) days after of receipt of any New Facts to notify the Injured Party (a) whether or not it disputes its liability to the Injured Party with respect to such Notice of Claim and (b) whether it elects to defend a Third Party Claim pursuant to Section 9.4 (the “Indemnifying Party Defense Review Period”).
The Buyer shall have ten days following each Disclosure Date to review the New Facts or other variance(s) disclosed.
Pursuant to Section 4.6 of the Purchase Agreement, the Seller shall amend the Purchase Agreement by delivering on the Closing Date updated schedules to reflect New Facts, including Schedule 2.17(b) listing the Company as the owner of Patent No. 7,156,474.
Between the date of this Agreement and the Closing Date, the Company will also promptly notify Buyer in writing if the Company or any Acquired Company becomes aware of any fact or condition hereafter arising ("New Facts") which, if existing or occurring at the date of this Agreement, would have been required to be set forth in a disclosure Schedule in the form of a "Revised Schedule" delivered to the Buyer.