Notification to Buyer Clause Examples

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 shall (i) immediately notify Buyer after receipt by the Seller (or, to the Seller’s Knowledge, by any of the Seller Representatives) of any correspondence or communication that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, or any other notice that any person is considering making an Acquisition Proposal, or any request for nonpublic information relating to the Seller or for access to any of the properties, books or records of the Seller by any person or persons other than Buyer (and its agents and advisors), which notice shall identify the person or persons making, or considering making, such Acquisition Proposal or request for information or access, (ii) shall keep Buyer fully informed as promptly as practicable of the status and details of any such Acquisition Proposal (including amendments or proposed amendments) or request for information or access and any correspondence or communications related thereto, and (iii) shall provide to Buyer a correct and complete copy of such Acquisition Proposal or request for information or access and any amendments, correspondence and communications related thereto (if in writing) or a written summary thereof (if not in writing); provided, however, that the Seller shall not be required to deliver a copy of any Acquisition Proposal pursuant to subsection 5.05(b)(iii) if delivery of such Acquisition Proposal would cause Seller to be in an actual breach (based on an opinion of legal counsel) of a non-disclosure agreement in effect on the date of this Agreement with the party delivering such Acquisition Proposal. The Seller shall, and shall cause the Seller Representatives to, immediately cease and cause to be terminated (and shall not resume or otherwise continue) any and all existing activities, discussions and negotiations with any persons conducted heretofore with respect to any Acquisition Proposal.
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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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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 will notify the JHSC and union in writing of all incidents related to violence within 4 days. For critical injuries the Employer will notify the JHSC and the union immediately and in writing within 48 hours. Such notices will contain all of the information as prescribed in section 5 of the health care regulation.

  • 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.