Buyer Notification Sample Clauses

Buyer Notification. Seller shall immediately notify Buyer of any material changes concerning the Property, the representations and warranties contained in this Section 8, or in any other material information furnished to Buyer concerning the Property. As used in this Section 8, the “knowledge of Seller” (or words to that effect) shall mean the actual knowledge of any of Xxxxx Xxxxxxx, Xxx Xxxx and Xxx Xxxxxxx in their capacity as officers of Seller (without duty to investigate, except when otherwise specifically provided herein).
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Buyer Notification. Seller and Walbro shall have no liability to indemnify Buyer for any Claim arising out of or resulting from the inaccuracy, breach, non-fulfillment or non-performance of any representation, warranty, covenant or agreement (each an "Inaccuracy") if such Inaccuracy is known by Buyer prior to the signing of this Agreement. If between the date of this Agreement and the Closing Date, Buyer learns of an Inaccuracy and intentionally fails to give notice to Seller and Walbro of such Inaccuracy to Seller, Buyer shall be construed to have waived, or acquiesced in, the breach of such Inaccuracy.
Buyer Notification. During the Pre-Closing Period, Buyer shall promptly notify Seller in writing of:
Buyer Notification. Buyer shall advise the Sellers promptly in writing after obtaining knowledge of any material change in any document, schedule or other information delivered pursuant to this Agreement.
Buyer Notification. In the event the Buyer becomes aware of any untruth of any representation or warranty of CGI made in or pursuant to this Agreement prior to the Initial Closing or the Merger Closing for which the Damages may exceed $25,000, the Buyer will notify CGI thereof promptly, and in any event before the Closing in question. 10.14
Buyer Notification. 25 10.14 Use of Company Financial Statements .................... 25 10.15 Hxxx-Xxxxx-Xxxxxx ...................................... 25 10.16 Income Tax Withholding ................................. 25 Section 11 Miscellaneous .......................................... 25 11.1 No Brokers, Finders, Etc. .............................. 25 11.2 Expenses ............................................... 26 11.3 Complete Agreements; Waiver and Modification, Etc. ..... 26 11.4 Notices ................................................ 26 11.6 Law Governing .......................................... 27
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Buyer Notification. Seller shall immediately notify Buyer of any material changes concerning the Property, the representations and warranties contained in this Section 8, or in any other material information furnished to Buyer concerning the Property.
Buyer Notification. As soon as practicable after the Closing, the Buyers shall send notification to all vendors, customers or other third parties to which the Company has a material relationship setting forth the fact that the Buyers (or their permissible assignees) have acquired ownership of the Company and that the Seller has no continuing right, title or interest in the Company or involvement with its operations.

Related to Buyer Notification

  • HSR Notification As soon as practicable after the execution of this ---------------- Agreement, but in any event no later than 30 days after such execution, Seller and Buyer will each complete and file, or cause to be completed and filed, any notification and report required to be filed under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"); and each such filing will request early termination of the waiting period imposed by the HSR Act. The parties will use their reasonable best efforts to respond as promptly as reasonably practicable to any inquiries received from the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") for additional information or documentation and to respond as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Authority in connection with antitrust matters. The parties will use their respective reasonable best efforts to overcome any objections which may be raised by the FTC, the Antitrust Division or any other Governmental Authority having jurisdiction over antitrust matters. Notwithstanding the foregoing, Buyer will not be required to make any significant change in the operations or activities of the business (or any material assets employed therein) of Buyer or any of its Affiliates, if Buyer determines in good faith that such change would be materially adverse to the operations or activities of the business (or any material assets employed therein) of Buyer or any of its Affiliates having significant assets, net worth, or revenue. Notwithstanding anything to the contrary in this Agreement, if Buyer or Seller, in its sole opinion, considers a request from a governmental agency for additional data and information in connection with the HSR Act to be unduly burdensome, such party may terminate this Agreement by giving written notice to the other. Within 10 days after receipt of a statement therefor, Seller will reimburse Buyer for one-half of the filing fees payable by Buyer in connection with Buyer's filing under the HSR Act.

  • Tax Notification The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Xxx 0000 (Cth) applies (subject to conditions in the Act).

  • Customer Notification By executing this Agreement, the Advisor acknowledges that as required by the Advisers Act the Sub-Advisor has supplied to the Advisor and the Trust copies of the Sub-Advisor’s Form ADV with all exhibits and attachments (including the Sub-Advisor’s statement of financial condition) and will promptly supply to the Advisor copies of all amendments or restatements of such document. Otherwise, the Advisor’s rights under federal law allow termination of this contract without penalty within five business days after entering into this contract. U.S. law also requires the Sub-Advisor to obtain, verify, and record information that identifies each person or entity that opens an account. The Sub-Advisor will ask for the Trust’s legal name, principal place of business address, and Taxpayer Identification or other identification number, and may ask for other identifying information.

  • Servicer Notification The Servicer must notify the Master Servicer of any failure of the Servicer to advance as provided for in this Agreement or to remit funds to the Certificate Account as required by Section 18.3.1 on the day of such failure to advance or remit.

  • 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.

  • HSR Act Notification To the extent required by the HSR Act, the Company shall, to the extent it has not already done so, (a) use all commercially reasonable efforts to file or cause to be filed, as promptly as practicable after the execution and delivery of this Agreement, with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, all reports and other documents required to be filed by it under the HSR Act concerning the transactions contemplated hereby and (b) use all commercially reasonable efforts to promptly comply with or cause to be complied with any requests by the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. The Company agrees to request, and to cooperate with the Purchasers in requesting, early termination of any applicable waiting period under the HSR Act.

  • Cooperation, Notification Each party shall, and shall cause its subsidiaries to, (i) confer on a regular and frequent basis with one or more representatives of the other party to discuss, subject to applicable law, material operational matters and the general status of its ongoing operations; (ii) promptly notify the other party of any significant changes in its business, properties, assets, condition (financial or other), results of operations or prospects; (iii) advise the other party of any change or event which has had or, insofar as reasonably can be foreseen, is reasonably likely to result in, in the case of the Company, a Company Material Adverse Effect or, in the case of Parent, a Parent Material Adverse Effect; and (iv) promptly provide the other party with copies of all filings made by such party or any of its subsidiaries with any state or federal court, administrative agency, commission or other Governmental Authority in connection with this Agreement and the transactions contemplated hereby.

  • Prior Notification Unless specifically prohibited by applicable law or court order, each of the Banks and the Agent shall, prior to disclosure thereof, notify the Borrower of any request for disclosure of any such non-public information by any governmental agency or representative thereof (other than any such request in connection with an examination of the financial condition of such Bank by such governmental agency) or pursuant to legal process.

  • Required Notifications Each Grantor shall promptly notify the Administrative Agent, in writing, of: (i) any Lien (other than Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder and (ii) the occurrence of any other event which could reasonably be expected to have a material impairment on the aggregate value of the Collateral or on the security interests created hereby.

  • Securities Law Notification This offer is addressed only to certain eligible employees in the form of the shares of Common Stock to be issued by the Corporation. Neither the Plan nor the Award Agreement has been approved, nor do they need to be approved, by the National Bank of Kazakhstan. This offer is intended only for the original recipient and is not for general circulation in the Republic of Kazakhstan.

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