Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any variances in any of its representations or warranties contained in this Agreement, (ii) any breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by this Agreement.
Notice of Material Developments. Promptly notified the other party hereto in writing of any "material adverse change" in, or any changes which, in the aggregate, could result in a "material adverse change" in, the consolidated financial condition, business or affairs of A&J Southeast, whether or not occurring in the ordinary course of business. As used in this Agreement, the term "material adverse change" means any change, event, circumstance or condition (collectively, a "Change") which when considered with all other Changes would reasonably be expected to result in a "loss" having the effect of so fundamentally adversely affecting the business or financial prospects of A&J Southeast or Synagro, as applicable, that the benefits reasonably expected to be obtained by Synagro, with respect to losses by A&J Southeast, and the Stockholders, with respect to losses by Synagro, as a result of the consummation of the transactions contemplated by this Agreement would be jeopardized with relative certainty. The term "loss" shall mean any and all direct or indirect payments, obligations, assessments, losses, loss of income, liabilities, fines, penalties, costs and expenses paid or incurred or more likely than not to be paid or incurred, 32 or diminutions in value of any kind or character (whether known or unknown, conditional or unconditional, choaxx xx inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise) that are more likely than not to occur, including without limitation penalties, interest on any amount payable to a third party as a result of the foregoing and any legal or other expenses reasonably incurred or more likely than not to be incurred in connection with investigating or defending any demands, claims, actions or causes of action that, if adversely determined, would likely result in losses, and all amounts paid in settlement of claims or actions; provided, that losses shall be net of any recoveries by A&J Southeast or Synagro, as applicable, from third parties and any insurance proceeds A&J Southeast or Synagro, as applicable, is entitled to receive from a nonaffiliated insurance company on account of such losses (after taking into account any costs incurred in obtaining such proceeds and any increase in insurance premiums as a result of a claim with respect to such proceeds). The parties agree, however, that a reduction in the trading price of Synagro Common Stock on the Nasdaq National Market for Small-Cap Issues shall not, in and of i...
Notice of Material Developments. 19 4J. Exclusivity..................................................................19 4K.
Notice of Material Developments. Promptly notify UAC in writing of any material adverse change in, or any changes which in the aggregate would likely result in a material adverse change in, the business, properties, condition (financial or otherwise), results of operations or prospects of PROVIDENCE or any of its subsidiaries, whether or not occurring in the usual and ordinary course of business, but only to the extent PROVIDENCE or any of such subsidiaries has actual knowledge of any such changes.
Notice of Material Developments. Promptly furnish to AIX copies of all communications from ITEQ to its stockholders and all ITEQ Reports; and
Notice of Material Developments. Promptly notify PROVIDENCE in writing of any material adverse change in, or any changes which in the aggregate would likely result in a material adverse change in, the business, properties, condition (financial or otherwise) or results of operations of Lifelong, whether or not occurring in the usual and ordinary course of its business, but only to the extent Lifelong has actual knowledge of any such changes.
Notice of Material Developments. Notify the Purchaser as soon as the Vendor has determined that a state of facts exists which results in, or can reasonably be expected to result in:
Notice of Material Developments. From and after the execution and delivery of this Agreement and until the earlier of the Closing Date or the Termination Date, Supplier will give prompt written notice to ENBC of any material development affecting the assets, properties, business, business prospects, financial condition or results of operations of Supplier, including without limitation any development which results in the inaccuracy of any of the representations and warranties of Supplier and the Members made herein.
Notice of Material Developments. Each party shall promptly notify the other party of any changes or additions to any such party's Schedules to this Agreement, as soon as practicable; provided that notwithstanding any provision to the contrary, if an MAE Notice is delivered to Buyer or Holdings within five business days of any date scheduled for Closing, then Buyer may delay the Closing Date until the date that is five business days following the date such MAE Notice has been delivered to Buyer or Holdings. Except as set forth in Section 4.13 below, no such updates made pursuant to this Section 4.7 shall be deemed to cure any inaccuracy of any representation or warranty made in this Agreement as of the date hereof, unless each of the nonbreaching parties specifically agrees thereto in writing, nor shall any such notification be considered to constitute or give rise to a waiver by each of the nonbreaching parties of any condition set forth in this Agreement. Without limiting the generality of the foregoing, each party shall give prompt written notice to the other parties of (i) any variances in any of its representations or warranties contained in Article V, Article VI or Article VII above, as the case may be, (ii) any breach of any covenant or agreement hereunder by such party and (iii) any other material event or development likely to impair such party's ability to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, if any facts, events or circumstances occur after the date of this Agreement which would cause the representations and warranties contained in Article VI to not be true and correct on the Closing Date in a manner which would reasonably be expected to result in a Material Adverse Effect, the Sellers' Representative may provide the Buyer with a notice (the "MAE Notice") which would inform the Buyer with reasonable specificity of any such facts, events or circumstances and the resulting breach of Sellers' or the Company's representations and warranties as of the Closing Date which would reasonably be expected to result in a Material Adverse Effect and expressly grant Buyer the option of terminating this Agreement or consummating the transactions contemplated hereby. 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 ...
Notice of Material Developments. Seller will give prompt written notice to Buyer of any material development affecting the Company, including without limitation any development which results in the inaccuracy of any of the representations and warranties of Seller made herein.
