Notice of Adverse Changes promptly after the occurrence thereof and in any event within 10 days after each occurrence, notice of any Material Adverse Change in the operations or financial condition of the Company or any material default in any other material agreement to which the Company is a party;
Notice of Adverse Changes. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Notice of Adverse Changes promptly after the occurrence thereof and in any event within five (5) business days after it becomes aware of each occurrence, notice of any material adverse change in the business, assets, Intellectual Property Rights, management, licensing activities, operations or financial condition of the Company; and
Notice of Adverse Changes. Summit will promptly advise UJB in writing of (a) any event occurring subsequent to the date of this Agreement which would render any representation or warranty of Summit contained in this Agreement or the Summit Schedules or the materials furnished pursuant to the Post-Signing Disclosure List (as defined in Section 4.09), if made on or as of the date of such event or the Closing Date, untrue or inaccurate in any material respect, (b) any Summit Material Adverse Change, (c) any inability of Summit to perform or comply in any material respect with the terms or conditions of this Agreement, (d) the institution or threat of institution of litigation involving Summit or any of its subsidiaries or assets, which, if determined adversely to Summit or any of its subsidiaries, would have a material adverse effect upon Summit and its subsidiaries taken as a whole or the ability of the parties to timely consummate the Merger and the related transactions, and (e) any governmental complaint, investigation, hearing, or communication indicating that such litigation is contemplated, (f) any written notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by Summit or a subsidiary subsequent to the date hereof and prior to the Effective Time, under any agreement, indenture or instrument to which Summit or a subsidiary is a party or is subject and which is material to the business, operation or condition (financial or otherwise) of Summit and its subsidiaries taken as a whole, and (g) any written notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement including the Merger. Summit agrees that the delivery of such notice shall not constitute a waiver by UJB of any of the provisions of Articles VI or VII.
Notice of Adverse Changes in each case, within ten (10) days of the CEO having actual knowledge of an occurrence, notice (which may be oral) of any material adverse change in the business, operations, affairs or condition (financial or otherwise) of the Company, of any material default under any material loan, lease or other material agreement to which the Company is a party, or of any material violation of applicable law by the Company;
Notice of Adverse Changes. Ambanc will promptly advise the ------------------------- Company in writing of (a) any event occurring subsequent to the date of this Agreement which would render any representation or warranty of Ambanc contained in this Agreement or the Ambanc Schedules, if made on or as of the date of such event or the Closing Date, untrue or inaccurate in any material respect, (b) any material adverse change in the financial condition or results of operations of Ambanc or any Ambanc subsidiary, (c) any inability or perceived inability of Ambanc to perform or comply with the terms or conditions of this Agreement, (d) the institution or threat of institution of material litigation or administrative proceeding involving Ambanc or its assets which, if determined adversely to Ambanc, would have a material adverse effect on Ambanc and Ambanc subsidiaries taken as a whole or the Merger, (e) any governmental complaint, investigation, or hearing or communication indicating that such litigation or administrative proceeding is contemplated, (f) any written notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by Ambanc subsequent to the date hereof and prior to the Acquisition Merger Effective Time, under any agreement, indenture or instrument to which Ambanc is a party or is subject and which is material to the business, operation or condition (financial or otherwise) of Ambanc and the Ambanc Subsidiaries taken as a whole, and (g) any written notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement including the Merger. Ambanc agrees that the delivery of such notice shall not constitute a waiver by the Company of any of the provisions of this Agreement.
Notice of Adverse Changes promptly after the occurrence thereof and in any event within 10 days after each occurrence, notice of any default under any material agreement; or any material litigation, proceedings, suits or investigations affecting the Company or any Subsidiary; or any material adverse change in the business, assets, operations or condition of the Company or any Subsidiary;
Notice of Adverse Changes. Seller shall give prompt written notice to Purchaser of any material adverse change in the business, operations, properties, assets, revenues, earnings, liabilities, or condition (financial or otherwise) of the Company.
Notice of Adverse Changes. Borrower and Weeks Corporation shall, as ------------------------- soon as possible, and in any event within five (5) Domestic Business Days after they become aware of the occurrence of a material adverse change in their businesses, properties, operations, or conditions (financial or other), including notice of (a) any default occurring with respect to any of their obligations owed to any other creditor where the total liability of Borrower or Weeks Corporation with respect thereto is in excess of $500,000, (b) acceleration of any part or demand for payment in full of any of their respective outstanding obligations in an amount in excess of $500,000 earlier than the scheduled date, or (c) Borrower's or Weeks Corporation's receiving notice of intent by any person, firm, corporation or any other entity to whom Borrower or Weeks Corporation is indebted in an amount in excess of $500,000 to declare any debt due, or determine that any provision of any agreement between such party and Borrower or Weeks Corporation has been violated, furnish to Administrative Agent and Banks a statement setting forth details of such material adverse change and the action that it proposes to take with respect thereto.
Notice of Adverse Changes. Pending the Closing, Seller shall give Buyer prompt written notice of the occurrence of any of the following as it gains Knowledge thereof:
