Notification to Buyer Sample Clauses

The "Notification to Buyer" clause requires the seller or another party to formally inform the buyer about specific events, actions, or changes relevant to the contract. This notification may pertain to matters such as shipment dates, delays, defects, or other important updates that could affect the buyer's interests or obligations. By establishing a clear process and timeline for providing such information, the clause ensures that the buyer remains informed and can respond appropriately, thereby reducing misunderstandings and facilitating smooth contract performance.
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Notification to Buyer. Upon obtaining knowledge thereof, JMS or Parent shall promptly notify Buyer of any claim or demand which JMS or Parent has determined has given or reasonably may give rise to a right of indemnification under this Agreement and Buyer shall have a reasonable time to contest any such claim. If such claim or demand relates to a claim or demand asserted by a third party against JMS or Parent, Buyer shall have the right to settle any such claim or demand (at the expense of Buyer and without admitting that JMS or Parent had any liability with respect thereto) or to employ counsel reasonably acceptable to JMS or Parent to defend any such claim or demand asserted against JMS or Parent, and JMS or Parent shall have the right to cooperate in the defense of any such claim with counsel of JMS’ or Parent’s selection (the expense of which additional counsel to be borne by JMS or Parent). So long as Buyer is defending in good faith any such claim or demand, neither JMS nor Parent will settle such claim or demand. JMS and Parent shall make available to Buyer or its representatives, at the expense of Buyer all records and other materials required by them for their use in contesting any such claim or demand asserted by a third party against JMS or Parent. Whether or not Buyer so elects to defend any such claim or demand, JMS and Parent shall have no obligation to do so. If such claim or demand relates to a claim or demand other than one asserted by a third party against JMS or Parent, JMS and Parent shall promptly notify Buyer of JMS’ or Parent’s claim or demand against Buyer and of JMS’ and Parent’s demand for indemnification hereunder. Buyer shall then promptly pay to JMS or Parent, as appropriate, the amount of JMS’ or Parent’s claim or demand, if undisputed. In the event that Buyer shall dispute such claim or demand or any portion thereof, Buyer shall immediately notify JMS and Parent in writing specifying in detail the portion of such claim or demand (if less than all) which is disputed and the facts relied upon by Buyer as a basis for such dispute. JMS, Parent and Buyer agree to negotiate in good faith to attempt to reach a resolution of any disputed claim for indemnification hereunder in order to attempt to avoid resorting to a court of competent jurisdiction for such resolution.
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Notification to Buyer. The Seller Board shall not take any of the actions referred to in Section 6.03(b) unless Seller shall have delivered to Buyer a prior written notice advising Buyer that it intends to take such action. Seller shall notify Buyer promptly (but in no event later than 24 hours) after it obtains Knowledge of the receipt by Seller (or any of its Representatives) of any Acquisition Proposal, any inquiry that could reasonably be expected to lead to an Acquisition Proposal, any request for non-public information relating to Seller or any of its Subsidiaries or for access to the business, properties, assets, books, or records of Seller or any of its Subsidiaries by any third party in connection with an Acquisition Proposal. In such notice, Seller shall identify the third party making, and details of the material terms and conditions of, any such Acquisition Proposal, indication or request, including any proposed financing. Seller shall keep Buyer fully informed, on a current basis, of the status and material terms of any such Acquisition Proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof. Seller shall provide Buyer with at least 48 hours’ prior notice of any meeting of the Seller Board (or such lesser notice as is provided to the members of the Seller Board) at which the Seller Board is reasonably expected to consider any Acquisition Proposal. Seller shall promptly provide Buyer with a list of any non-public information concerning Seller’s and any of its Subsidiaries’ business, present or future performance, financial condition, or results of operations, provided to any third party in connection with an Acquisition Proposal, and, to the extent such information has not been previously provided to Buyer, copies of such information.
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Notification to Buyer. Until the Closing Date or the earlier termination of this Agreement, Seller shall notify Buyer, in writing, within five (5) Business Days after receiving notice, or otherwise obtaining actual Knowledge, which notice shall constitute a Representation Update Notice subject to the terms and conditions of Section 7.1 hereof, of: (a) Any fact or event which would make any of the representations or warranties of Seller contained in this Agreement untrue, incorrect, inaccurate or misleading in any material respect or which would cause Seller to be in violation of any of its covenants or other undertakings or obligations hereunder. (b) Any violation of any law, ordinance, rules, requirements, regulations, order or law with respect to the Property or any portion thereof. (c) Any proposed change in any zoning, government dedication or law affecting the use or development of the Property or any part thereof. (d) Any pending or threatened (and unresolved) litigation which affects or relates to the Property or any part thereof and would subject Buyer to liability or which would affect the transaction contemplated hereby. (e) Any damage or destruction (excluding normal wear and tear) to the Property or any part thereof. (f) Any pending or threatened (and unresolved) condemnation or eminent domain proceeding affecting the Property or any part thereof. (g) Any written notice or other communication, from the United States Environmental Protection Agency or any other federal, state or local governmental authority having jurisdiction over the Property, with respect to (i) any alleged violation concerning the Property of any environmental laws; or (ii) the handling, release, use, discharge, storage or disposal of any hazardous materials at, on or from the Property. (h) Any notice of reassessment or other notice received from a taxing authority.
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Notification to Buyer. (a) BSRT and Sellers shall promptly (but in any event within one business day) advise the Buyer in writing of any proposal or offer that is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, BSRT and/or Sellers in respect of an Acquisition Proposal or any written inquiry regarding the making of an Acquisition Proposal and shall notify the third party of BSRT's and Sellers' obligation under this Agreement (without any reference to Buyer) and shall, in the notice to Buyer, indicate the material terms and conditions of any Acquisition Proposal that, in the good faith determination of BSRT's Board of Trustees, constitutes, or is reasonably likely to lead to, a Superior Proposal. BSRT and Sellers shall not release any Third Party from, or waive or amend any provision of, any existing confidentiality or standstill agreement. (b) At any time after BSRT or Sellers receive an Acquisition Proposal that, in the good faith determination of BSRT's Board of Trustees, constitutes, or is reasonably likely to lead to, a Superior Proposal, BSRT may request that Buyer notify BSRT in writing, within two (2) business days after receipt of the notice from BSRT, of the amount of the expenses incurred, to the date of Buyer's response, by Buyer in connection with the transactions contemplated hereby, including, without limitation, any professional and consulting fees incurred in connection with negotiating this Agreement, the investigations performed pursuant to Section 3.1 hereof and preparation for closing the transactions contemplated hereby, and any fees payable in connection with the debt or equity necessary to consummate the transactions set forth herein (collectively, "Buyer's Costs"). Within five (5) business days after receipt of such notice from Buyer, BSRT shall notify Buyer whether such Acquisition Proposal constitutes a Superior Proposal. If BSRT does not so notify Buyer within such five (5) business day period, the Acquisition Proposal shall be deemed not to be a Superior Proposal.
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Related to Notification to Buyer

  • Notification to Union The Hospital will provide the union with a list, monthly of all hirings, lay-offs, recalls and terminations within the bargaining unit where such information is available or becomes readily available through the Hospital's payroll system."

  • Notification to the Union The Employer shall advise the Union of the appointment, termination, or change of status of each Employee in the bargaining unit in accordance with Article 8.06.

  • Notification to Employees The Employer will inform, in writing, new, transferred, temporary, promoted, or demoted employees prior to appointment into positions included in the bargaining unit(s) of the Union’s exclusive representation status. Upon appointment to a bargaining unit position, the Employer will furnish the employees with membership materials provided by the Union. The Employer will inform employees, in writing, if they are subsequently appointed to a position that is not in a bargaining unit.

  • Notification to Holders Upon termination of the Master Servicer or appointment of a successor to the Master Servicer, in each case as provided herein, the Trustee shall promptly mail notice thereof by first class mail to the Securities Administrator and the Certificateholders at their respective addresses appearing on the Certificate Register. The Trustee shall also, within 45 days after the occurrence of any Event of Default known to the Trustee, give written notice thereof to the Securities Administrator and the Certificateholders, unless such Event of Default shall have been cured or waived prior to the issuance of such notice and within such 45-day period.

  • Authorization to Sell You are to offer and sell shares only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. This Agreement on your part runs to us and to the respective Funds and is for the benefit of and enforceable by each. The offering Prospectuses and this Agreement set forth the terms applicable to members of the Selling Group and all other representations or documents are subordinate. You understand that Class 529 shares of the Funds are available only as underlying investments through the Program.