Common use of Notice of Developments Clause in Contracts

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 13 contracts

Sources: Merger Agreement (Sekoya Holdings Ltd.), Merger Agreement (Specialty Care Network Inc), Merger Agreement (Specialty Care Network Inc)

Notice of Developments. Each Party will shall give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section 4 above. No disclosure by any either Party pursuant to this Section 5(f§4(c), however, shall be deemed to amend or supplement the Disclosure Schedule Annex I or Annex II or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 12 contracts

Sources: Stock Exchange Agreement, Stock Subscription Agreement, Stock Exchange Agreement (Grace Oliver R Jr)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section or 4 above. No disclosure by any Party pursuant to this Section 5(f)5.2, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 11 contracts

Sources: Series B Preferred Stock Purchase Agreement (Pricesmart Inc), Series a Preferred Stock Purchase Agreement (Pricesmart Inc), Series a Preferred Stock and Warrant Purchase Agreement (Pricesmart Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 10 contracts

Sources: Form 8 K, Asset Purchase Agreement (Atrinsic, Inc.), Asset Purchase Agreement (Bitwise Designs Inc)

Notice of Developments. Each Party party hereto will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 Sections 2.1 and Section 4 2.2 above. No disclosure by any Party party hereto pursuant to this Section 5(f)3.8, however, shall be deemed to amend or supplement the Disclosure Schedule disclosure statement provided under the terms of this Agreement or to prevent or cure any misrepresentation, breach of warranty, or breach of covenantcovenant or misrepresentation.

Appears in 10 contracts

Sources: Agreement and Plan of Reorganization (Wave Power Net Inc), Agreement and Plan of Reorganization (Telco Blue Inc), Agreement and Plan of Reorganization (Telco Blue Inc)

Notice of Developments. Each Party party will give prompt written notice to the other party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 Article III and Section 4 Article IV above. No disclosure by any Party party pursuant to this Section 5(f)5.9, however, shall be deemed to amend or supplement the Disclosure Schedule Schedules to such representations and warranties or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 8 contracts

Sources: Asset Purchase Agreement (Pittston Co), Asset Purchase Agreement (Pittston Co), Asset Purchase Agreement (Alpha Natural Resources, Inc.)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(e), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 7 contracts

Sources: Merger Agreement (XRG Inc), Stock Purchase Agreement (Sykes Enterprises Inc), Acquisition Agreement (XRG Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section §5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 7 contracts

Sources: Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Onstream Media CORP)

Notice of Developments. Each Party will give prompt written notice to the other Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and or Section 4 above, as applicable. No disclosure by any Party pursuant to this Section 5(f5(g), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 7 contracts

Sources: Merger Agreement (Specialty Care Network Inc), Merger Agreement (Specialty Care Network Inc), Merger Agreement (Specialty Care Network Inc)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)5.6, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 6 contracts

Sources: Merger Agreement (NB Manufacturing, Inc.), Merger Agreement (Century Park Pictures Corp), Merger Agreement (Charmed Homes Inc.)

Notice of Developments. Each Party will give prompt written notice to the other Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and or Section 4 above, as applicable. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 5 contracts

Sources: Merger Agreement (Specialty Care Network Inc), Merger Agreement (Specialty Care Network Inc), Merger Agreement (Specialty Care Network Inc)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 abovehereunder. No disclosure by any Party pursuant to this Section 5(f)10.1.5., however, shall be deemed to amend or supplement the Disclosure Schedule Schedules attached hereto or serve to prevent or cure any misrepresentation, breach of warranty, or breach of covenantcovenant hereunder.

Appears in 5 contracts

Sources: Merger Agreement (EMAV Holdings, Inc.), Merger Agreement (Becoming Art Inc), Merger Agreement (Becoming Art Inc)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of his, her, or its own representations and warranties in Article IV or Article V, as applicable. Other than as provided in Section 3 and Section 4 above. No 5.28 hereof, no disclosure by any Party pursuant to this Section 5(f)6.04, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 4 contracts

Sources: Interest Purchase Agreement (Energy 11, L.P.), Interest Purchase Agreement (Energy 11, L.P.), Interest Purchase Agreement (Natural Resource Partners Lp)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenantcovenant provided that if the party to whom a disclosure was made proceeds to closing, that party shall be deemed to have waived such breach and any remedies which may have been available with respect thereto.

Appears in 4 contracts

Sources: Asset Purchase Agreement (Western Power & Equipment Corp), Asset Purchase Agreement (E Machinery Net Inc), Stock Exchange Agreement (Canterbury Information Technology Inc)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(h), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 4 contracts

Sources: Merger Agreement (Acorn Acquisition Corp), Share Exchange Agreement (Innovative Technology Systems Inc/Fl), Merger Agreement (Flegel S Leslie)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(g), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 4 contracts

Sources: Merger Agreement (Pivot Pharmaceuticals Inc.), Merger Agreement (Rocky Mountain Internet Inc), Merger Agreement (Rocky Mountain Internet Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section Sections 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement this Agreement or the Disclosure Schedule Exhibits hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 4 contracts

Sources: Asset Purchase Agreement (Rmi Net Inc), Asset Purchase Agreement (Rmi Net Inc), Asset Purchase Agreement (Rmi Net Inc)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section 5(f§5(h), however, shall will be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 4 contracts

Sources: Merger Agreement (Hythiam Inc), Merger Agreement (Hythiam Inc), Merger Agreement (Comprehensive Care Corp)

Notice of Developments. Each Party will give prompt written notice to ---------------------- the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section (S) 3 and Section 4 above(S) 4. No disclosure by any Party pursuant to this Section 5(f)(S) 5.6, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentationmisrepresentations, breach of warranty, or breach of covenant.

Appears in 3 contracts

Sources: Asset Purchase Agreement (Applied Extrusion Technologies Inc /De), Asset Purchase Agreement (Applied Extrusion Technologies Inc /De), Asset Purchase Agreement (Applied Extrusion Technologies Inc /De)

Notice of Developments. Each Party will give prompt written notice to the other Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 ARTICLE III or ARTICLE IV above. No disclosure by any Party pursuant to this Section 5(f)SECTION 5.7, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Sources: Restructure Agreement (Specialty Care Network Inc), Restructure Agreement (Specialty Care Network Inc), Restructure Agreement (Specialty Care Network Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section Articles 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)5.4, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Sources: Asset Purchase Agreement (Nautilus, Inc.), Asset Purchase Agreement (Nautilus, Inc.), Asset Purchase Agreement (Nautilus, Inc.)

Notice of Developments. Each Party party will give prompt written notice to the other party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 Article III and Section 4 Article IV above. No disclosure by any Party party pursuant to this Section 5(f)5.8, however, shall be deemed to amend or supplement the Disclosure Schedule Schedules to such representations and warranties or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 3 contracts

Sources: Asset Purchase Agreement (Alpha Natural Resources, Inc.), Asset Purchase Agreement (Pittston Co), Asset Purchase Agreement (Pittston Co)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section Article 3 and Section 4 aboveArticle 4, as the case may be. No disclosure by any Party pursuant to this Section 5(f)5.6, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 3 contracts

Sources: Asset Purchase Agreement (Paragon Corporate Holdings Inc), Asset Purchase Agreement (Barnes Group Inc), Asset Purchase Agreement (Aviation Sales Co)

Notice of Developments. Each Party party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties contained herein. Except as specified in Section 3 and Section 4 above. No such written notice, no disclosure by any Party a party pursuant to this Section 5(f), however, 4.06 shall be deemed to amend or supplement the such party’s Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Sources: Transaction Agreement (US BioEnergy CORP), Transaction Agreement (US BioEnergy CORP), Transaction Agreement (US BioEnergy CORP)

Notice of Developments. Each Party will shall give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section §5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Sources: Merger Agreement (Usip Com Inc), Merger Agreement (Usip Com Inc), Merger Agreement (Usip Com Inc)

Notice of Developments. Each Party will give prompt written notice to the other Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and or Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(g), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Sources: Asset Purchase Agreement (Specialty Care Network Inc), Asset Purchase Agreement (Specialty Care Network Inc), Asset Purchase Agreement (Specialty Care Network Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)7.5, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Sources: Share Exchange Agreement (General Steel Holdings Inc), Share Exchange Agreement (Media Technologies, Inc.), Share Exchange Agreement (Town & Country Appraisal Service, Inc.)

Notice of Developments. Each Party will give prompt immediate written notice to the other Party of any material adverse development causing causing, or potentially causing, a breach of any of its own representations and warranties in Section Sections 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)section, however, shall be deemed to amend or supplement the Disclosure any Schedule attached hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Sources: Purchase and Sale Agreement (Eworld Interactive, Inc.), Purchase and Sale Agreement, Agreement for the Purchase and Sale of Common Stock (Valcom, Inc)

Notice of Developments. Each Party will shall give prompt written notice to the other Party of any material adverse development causing that, were it to have been known at or before the date of this Agreement, would constitute a breach of any of its own representations and or warranties in Section Article 3 and Section 4 aboveor Article 4. No disclosure by any Party pursuant to under this Section 5(f), however, 5.7 shall be deemed to amend or to supplement the Disclosure Schedule disclosure schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant, or any failure to satisfy a Closing condition.

Appears in 3 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5 (f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Sources: Merger Agreement (Myecheck, Inc.), Merger Agreement (Myecheck, Inc.), Merger Agreement (Myecheck, Inc.)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement this Agreement or the Disclosure Schedule Exhibits hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Sources: Asset Purchase Agreement (Rmi Net Inc), Asset Purchase Agreement (Rmi Net Inc), Asset Purchase Agreement (Rmi Net Inc)

Notice of Developments. Each Party party will give prompt written notice to the other party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 ARTICLES III, IV and Section 4 V above. No disclosure by any Party party pursuant to this Section 5(f)SECTION 6.9, however, shall be deemed to amend or supplement the Disclosure Schedule Schedules to such representations and warranties or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 3 contracts

Sources: Asset Purchase Agreement (Alpha Natural Resources, Inc.), Asset Purchase Agreement (Alpha Natural Resources, Inc.), Asset Purchase Agreement (Alpha Natural Resources, Inc.)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 abovethis Agreement. No disclosure by any Party pursuant to this Section 5(f)3.H, however, shall will be deemed to amend or supplement the Company Disclosure Schedule or the Shell Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 3 contracts

Sources: Merger Agreement (Xcorporeal, Inc.), Merger Agreement (National Quality Care Inc), Merger Agreement (Xcorporeal, Inc.)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Agreement and Plan of Exchange (5 Starliving Online Inc), Real Estate Purchase Agreement (Senior Care Industries Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 (S)3 and Section 4 (S)4 above. No disclosure by any Party pursuant to this Section 5(f(S)5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Sabratek Corp), Share Purchase Agreement (International Fuel Technology Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(e), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Landacorp Inc), Asset Purchase Agreement (Glacier Corp)

Notice of Developments. Each Party of the Parties will give prompt written notice to the other Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Petroleum Place Inc), Asset Purchase Agreement (Petroleum Place Inc)

Notice of Developments. Each Party will shall give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Nucleus Inc), Merger Agreement (Nucleus Inc)

Notice of Developments. Each Party will shall give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties contained in Section 3 and Section 4 abovethis Agreement. No disclosure by any Party pursuant to this Section 5(f4.2(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Share Exchange Agreement (Microphase Corp), Share Exchange Agreement (Digital Power Corp)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 abovethis Agreement. No disclosure by any Party pursuant to this Section 5(f)3.F, however, shall will be deemed to amend or supplement the Company Disclosure Schedule or the CDSS Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Merger Agreement (CDSS Wind Down Inc), Merger Agreement (CDSS Wind Down Inc)

Notice of Developments. Each Party will give prompt written notice to the other Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 ARTICLE III or ARTICLE IV above. No disclosure by any Party pursuant to this Section 5(f)SECTION 5.7, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Restructure Agreement (Specialty Care Network Inc), Restructure Agreement (Specialty Care Network Inc)

Notice of Developments. Each Party party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 aboveset forth herein or the occurrence of a Material Adverse Event (financial or otherwise) with respect to any Asset, the Company or its business. No disclosure by any Party party pursuant to this Section 5(f)6.5, however, shall be deemed to amend or supplement the Disclosure Schedule any Schedules hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of any covenant.

Appears in 2 contracts

Sources: Stock Purchase Agreement (National Asset Recovery Corp.), Stock Purchase Agreement (Nasus Consulting, Inc.)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section 5(f)§6.5, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Share Exchange Agreement (Vitasti, Inc. /De/), Share Exchange Agreement (Vitasti, Inc. /De/)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and 3, Section 4 or Section 5 above. No Following the Closing, no disclosure by any Party pursuant to this Section 5(f), however, 6(e) shall be deemed to amend or supplement the its respective Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Merger Agreement (Corgenix Medical Corp/Co), Merger Agreement (Us Medical Group Inc)

Notice of Developments. Each Party party will give prompt written notice to the other parties of any material adverse development causing a breach of any of its such party’s own representations and warranties (or any other party’s representations and warranties) in Section 3 Articles III and Section 4 IV above. No disclosure by any Party party pursuant to this Section 5(f5.1(e), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Graymark Healthcare, Inc.), Asset Purchase Agreement (Graymark Healthcare, Inc.)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section Sections 3, 4 and/or 5 above. No disclosure by any Party pursuant to this Section 5(f)6.5, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentationmisrepresentations, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Share Exchange Agreement (Clariti Telecommunications International LTD), Share Exchange Agreement (Clariti Telecommunications International LTD)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f6(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement (Alfa Corp)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of or constituting an intervening event with respect to any of its own representations and warranties in Section Sections 3 and Section 4 above4. No disclosure by any Party pursuant to this Section 5(f5(d), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Switch Agreement (Equalnet Holding Corp), Switch Agreement (Willis Mark)

Notice of Developments. Each Party will give prompt written ---------------------- notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 (S)3 and Section 4 (S)4 above. No disclosure by any Party pursuant to this Section 5(f(S)5(f), however, shall be deemed to amend or supplement the Target Disclosure Schedule Letter or Purchaser Disclosure Letter or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 2 contracts

Sources: Merger Agreement (Primus Telecommunications Group Inc), Merger Agreement (Primus Telecommunications Group Inc)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 abovethis Agreement. No disclosure by any Party pursuant to this Section 5(f)3.F, however, shall will be deemed to amend or supplement the Company Disclosure Schedule or the CTHE Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Merger Agreement (Ct Holdings Enterprises Inc), Merger Agreement (Xcorporeal, Inc.)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of or constituting an intervening event with respect to any of its own representations and warranties in Section Sections 3 and Section 4 above4. No disclosure by any Party pursuant to this Section 5(f5(c), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Merger Agreement (Equalnet Holding Corp), Merger Agreement (Harris James T)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 Article II above. No However, no disclosure by any Party pursuant to this Section 5(f), however, 3.5 shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 2 contracts

Sources: Membership Interest Purchase Agreement (Husker Ag LLC), Membership Interest Purchase Agreement (US BioEnergy CORP)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f4(b), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Assi Inc), Stock Purchase Agreement (Jacmar Companies)

Notice of Developments. Each Prior to the Closing, each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section 5(f)§5.5, however, shall be deemed to amend or supplement the Disclosure any Schedule or to prevent or cure any misrepresentationmisrepresentations, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Accuray Inc), Asset Purchase Agreement (American Science & Engineering Inc)

Notice of Developments. Each Party party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party party pursuant to this Section 5(f)Agreement, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Merger Agreement (Ivoice, Inc /Nj), Agreement and Plan of Merger (Ivoice, Inc /Nj)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 3, Section 4 and Section 4 5 above. No disclosure by any Party pursuant to this Section 5(f6(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Merger Agreement (Cybear Inc), Merger Agreement (Andrx Corp)

Notice of Developments. Each Party will shall give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties contained in Section 3 and Section 4 abovethis Agreement. No disclosure by any Party pursuant to this Section 5(f4.4(g), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Share Exchange Agreement (DPW Holdings, Inc.), Share Exchange Agreement (Avalanche International, Corp.)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing affecting the ability of the Parties to consummate the transactions contemplated by this Agreement or any of the Collateral Agreements, including, but not limited to, a breach of any a representation, warranty or covenant of its own representations and warranties in Section 3 and Section 4 abovethis Agreement. No disclosure by any Party pursuant to this Section 5(f)5(i) shall, however, shall be deemed to amend or supplement the Seller Disclosure Schedule or Transferor Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 2 contracts

Sources: Purchase Agreement (Echostar Communications Corp), Purchase Agreement (Mci Worldcom Inc)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and 3, Section 4 or Section 5 above. No disclosure by any Party pursuant to this Section 5(f6(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Merger Agreement (Andrx Corp /De/), Merger Agreement (Mediconsult Com Inc)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(g), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Merger Purchase Agreement (Am International Inc), Merger Agreement (3tec Energy Corp)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 and Section or 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement any Schedule (except to the Disclosure Schedule extent that this Agreement is specifically amended) or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Merger Agreement (Publishing Co of North America Inc), Merger Agreement (Publishing Co of North America Inc)

Notice of Developments. Each Party will give prompt written notice to the other Parties of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section §5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Tidel Technologies Inc), Asset Purchase Agreement (Tidel Technologies Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties set forth in Section 3 2(j) and Section 4 aboveof this Agreement. No disclosure by any Party pursuant to this Section 5(f5(e), however, shall be deemed to amend or supplement the Disclosure Schedule any schedule attached hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Vitalstream Holdings Inc), Asset Purchase Agreement (Brekka Richard)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section §5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Merger Agreement (Enherent Corp), Merger Agreement (San Holdings Inc)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own such Party’s representations and warranties in Section 3 and Section 4 aboveherein. No disclosure by any Party pursuant to this Section 5(f), however, shall 6.4 will be deemed to amend or supplement any of the Disclosure Schedule schedules or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Amen Properties Inc), Securities Purchase Agreement (Amen Properties Inc)

Notice of Developments. Each Party will give prompt prompt, written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section Sections 2 and 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), 4 however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 2 contracts

Sources: Purchase Agreement (Tanger Factory Outlet Centers Inc), Purchase Agreement (Tanger Properties LTD Partnership /Nc/)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenantcovenant unless the Disclosure Schedule itself has been updated.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Southern Security Bank Corp), Asset Purchase Agreement (Panamerican Bancorp)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing event which could reasonably be expected to give rise to a Material Adverse Effect or could reasonably be expected to cause a breach of any of its own representations and warranties in Section 3 and Section 4 aboverespective representations, warranties, covenants or other agreement contained herein. No disclosure by any Party pursuant to this Section 5(f5(j), however, shall be deemed to amend or supplement the Disclosure Schedule any Schedule, or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Merger Agreement (Analog Acquisition Corp), Merger Agreement (Allied Digital Technologies Corp)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule any Annex hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Wireless Cable & Communications Inc), Stock Purchase Agreement (Wireless Cable & Communications Inc)

Notice of Developments. Each Party party will give prompt written notice to the other of any material adverse development causing which could reasonably be expected to result in a Material Adverse Effect on such party or which would cause a breach of any of its own representations and warranties contained herein. Except as specified in Section 3 and Section 4 above. No such written notice, no disclosure by any Party a party pursuant to this Section 5(f), however, 4.07 shall be deemed to amend or supplement the such party's Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Transaction Agreement (Farmland Industries Inc), Transaction Agreement (Cenex Harvest States Cooperatives)

Notice of Developments. Each Party will of the parties hereto shall give prompt written notice to the other Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and or Section 4 above. No disclosure by any Party pursuant to this Section 5(f)5.10, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 2 contracts

Sources: Merger Agreement (Sweetskinz Holdings Inc), Merger Agreement (Synova Healthcare Group Inc)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section Articles 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)5.14, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Merger Agreement (Fonix Corp), Merger Agreement (Fonix Corp)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 aboveArticle 4. No disclosure by any Party pursuant to this Section 5(f)5.5, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Montpelier Re Holdings LTD), Stock Purchase Agreement (Gainsco Inc)

Notice of Developments. Each Party party will give prompt written notice to the other parties of any material adverse development causing a breach of any of its own such Person’s representations and warranties in Section 3 and Section 4 aboveset forth herein. No disclosure by any Party party pursuant to this Section 5(f)7.5, however, shall be deemed to amend or supplement the Disclosure Schedule Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Sources: Stock Purchase Agreement (Techprecision Corp)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f4(b), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, warranty or breach of covenant.

Appears in 1 contract

Sources: Stock Purchase Agreement (Jacmar Companies)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and 5 or Section 4 6 above. No disclosure by any Party pursuant to this Section 5(f)7.6, however, shall be deemed to amend or supplement the Incat Disclosure Schedule or the Adaptec Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Sources: Merger Agreement (Adaptec Inc)

Notice of Developments. Each Party party hereto will give prompt written notice to the other parties hereto of any material adverse development causing event which could reasonably be expected to give rise to a Material Adverse Effect or could reasonably be expected to cause a breach of any of its own representations and warranties in Section 3 and Section 4 aboverepresentations, warranties, covenants or other agreements contained herein. No disclosure by any Party party pursuant to this Section 5(f), however, 6.5 shall be deemed to amend or supplement the Disclosure Schedule any Schedule, or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenantcovenant or other agreement.

Appears in 1 contract

Sources: Asset Purchase Agreement (Kidville, Inc.)

Notice of Developments. Each Party will give prompt written notice to the other Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 Articles II and Section 4 III, above, respectively. No disclosure by any Party pursuant to this Section 5(f4.4(b), however, shall be deemed to amend or supplement the Disclosure any Schedule attached hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Sources: Merger Agreement (Memberworks Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 abovewarranties. No disclosure by any Party pursuant to this Section 5(f)5.5, however, shall be deemed to amend or supplement the Disclosure Schedule Letter or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 1 contract

Sources: Asset Purchase Agreement (Large Scale Biology Corp)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 §▇, §▇ and Section 4 §5 above. No disclosure by any Party pursuant to this Section 5(f§6(g), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Sources: Asset Purchase Agreement (Greenbrier Companies Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)7.6, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Sources: Share Exchange Agreement (General Steel Holdings Inc)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of his or its own representations and warranties in Section §3 and Section or §4 above. No disclosure by any Party pursuant to this Section §5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 1 contract

Sources: Securities Purchase Agreement (Boingo Wireless Inc)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)5.6, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Sources: Share Exchange Agreement (Nebo Products Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section Articles 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f)5.6, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Sources: Asset Purchase Agreement (Santi Group Inc /Ga)

Notice of Developments. Each Party will shall give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(e), however, shall be deemed to amend or supplement the Seller Disclosure Schedule or the Buyer Disclosure Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Sources: Asset Purchase Agreement (Cytodyn Inc)

Notice of Developments. Each Party will shall give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 3, and Section 4 above. No disclosure by any Party pursuant to this Section 5(f5(g), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 1 contract

Sources: Merger Agreement (Talk Com)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 aboveherein. No disclosure by any Party pursuant to this Section 5(f)8.4, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Sources: Asset Sale Agreement (Del Toro Silver Corp.)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section Sections 3 and Section or 4 aboveof this Agreement. No disclosure by any Party pursuant to this Section 5(f)5.6, however, shall will be deemed to amend or supplement the Target's Disclosure Schedule or the Parent's Disclosure Schedule, as applicable, to have qualified the representations and warranties contained in Sections 3 or 4 of this Agreement, or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 1 contract

Sources: Merger Agreement (Lawson Software Inc)

Notice of Developments. Each Party will give prompt written notice to the other party of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section 5(f§5(e), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Sources: Asset Purchase Agreement (Halo Technology Holdings, Inc.)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of his, her or its own representations and warranties in Section 3 and Section 4 aboveAnnexes I-V hereto. No disclosure by any Party pursuant to this Section 5(f4(f), however, shall be deemed to amend or supplement the Disclosure Schedule any disclosure schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Sources: Stock Exchange Agreement (Moran Transportation Co)

Notice of Developments. Each Party will give prompt written notice to the other of any material adverse development causing a breach of or constituting an intervening event with respect to any of its own representations and warranties in Section Sections 3 and Section 4 above4. No disclosure by any Party pursuant to this Section 5(f6(f), however, shall be deemed to amend or supplement Annex I or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Sources: Merger Agreement (First Sierra Financial Inc)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a material breach of any of its own representations and warranties in Section 3 and 5 or Section 4 6 above. No disclosure by any Party pursuant to this Section 5(f)7.6, however, shall be deemed to amend or supplement the Novo Disclosure Schedule or the Aspec Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Sources: Merger Agreement (Aspec Technology Inc)

Notice of Developments. Each Party will give prompt written notice to ---------------------- the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above4, as the case may be. No disclosure by any Party Sellers pursuant to this Section 5(f)5.6, however, shall be deemed to amend or supplement the Disclosure Schedule Schedules or to prevent or cure any misrepresentation, misrepresentations breach of representation or warranty, or breach of covenantcovenant unless expressly consented to in writing by Buyer.

Appears in 1 contract

Sources: Stock Purchase Agreement (Sound Source Interactive Inc /De/)

Notice of Developments. Each Party will give prompt written notice to the ------------------------ other Party of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section 4 above. No disclosure by any Party pursuant to this Section 5(f), paragraph however, shall be deemed to amend or supplement the Disclosure Schedule any disclosure schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Sources: Acquisition Agreement (Imaging Technologies Corp/Ca)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of his, her, or its own representations and warranties in Section 3 and Section 4 abovethis Agreement. No disclosure by any Party party pursuant to this Section 5(f), 6.7 however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.

Appears in 1 contract

Sources: Asset Purchase Agreement (Cross Country Healthcare Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties as contained in Section 3 and Section 4 abovethis Agreement. No disclosure by any Party pursuant to this Section 5(f)5.5, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Sources: Asset Purchase Agreement (Worksafe Industrial Inc)

Notice of Developments. Each Party will give prompt written notice to the other others upon becoming aware of any material adverse development causing a breach of any of its own representations and warranties in Section sections 3 and Section or 4 above, as applicable, or of any failure by such Party to comply in any material respect with any of its covenants or agreements hereunder. No disclosure by any Party pursuant to this Section 5(f), however, section 5.3 shall be deemed to amend or supplement the Disclosure Schedule Annex I, Annex II, or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, covenant or breach of covenantagreement.

Appears in 1 contract

Sources: Share Purchase Agreement (GMM Capital LLC)

Notice of Developments. Each Party will give prompt written notice to the other Parties of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and or Section 4 above. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Appears in 1 contract

Sources: Asset Purchase Agreement (Specialty Care Network Inc)

Notice of Developments. Each Party will give prompt written notice to the other others of any material adverse development causing a breach of any of its own representations and warranties in Section 3 and Section Sections 4 or 5 above. No disclosure by any Party pursuant to this Section 5(f)7.4, however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Ilex Oncology Inc)

Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing a breach of any of its own representations and warranties in Section §3 and Section §4 above. No disclosure by any Party pursuant to this Section 5(f§5(e), however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenantcovenant to the extent that such information was known to, or should have been known by, the disclosing Party as of the date of execution of this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Nanosensors Inc)