Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §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, breach of warranty, or breach of covenant.
Appears in 3 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Segmentz Inc), Stock Purchase Agreement (Segmentz Inc)
Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 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, breach of warranty, or breach of covenant.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Pivotal Corp), Share Purchase Agreement (Pivotal Corp), Membership Interest Purchase Agreement (Specialty Care Network Inc)
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 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 disclosures contained in the Schedules hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Amco Transport Holdings Inc), Stock Purchase Agreement (Amco Transport Holdings Inc), Stock Purchase Agreement (Bestway Coach Express Inc)
Notice of Developments. The Sellers will give prompt written notice to the Buyer Purchaser of any material adverse development causing of which any of them learns which would constitute or otherwise cause a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 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 Sellers' Disclosure Schedule Letter or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Seafield Capital Corp), Stock Purchase Agreement (Response Oncology Inc), Stock Purchase Agreement (Seafield Capital Corp)
Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 aboveSection 4. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, II or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 2 contracts
Sources: Securities Purchase and Exchange Agreement (TerrAscend Corp.), Securities Purchase and Exchange Agreement
Notice of Developments. The Sellers will give prompt written notice to the Buyer Buyers of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 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, breach of warranty, or breach of covenant.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Sunrise Usa Inc), Stock Purchase Agreement (Sunrise Usa Inc)
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer Purchaser of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §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, breach of warranty, or breach of covenant.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Response Oncology Inc), Asset Purchase Agreement (Seafield Capital Corp)
Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §paragraph 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 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, breach of warranty, or breach of covenant.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Novus Robotics Inc.), Stock Purchase Agreement (Ecoland International)
Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §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, breach of warranty, or breach of covenant.
Appears in 2 contracts
Sources: Stock Purchase Agreement (WellTek Inc), Stock Purchase Agreement (Segmentz Inc)
Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her, or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §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, breach of warranty, or breach of covenant.
Appears in 2 contracts
Sources: Business Sale and Membership Interest Purchase Agreement (Penford Corp), Business Sale and Membership Interest Purchase Agreement (Penford Corp)
Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §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, breach of warranty, or breach of covenant.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Sykes Enterprises Inc), Stock Purchase Agreement (Cavanaughs Hospitality Corp)
Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 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, breach of warranty, or breach of covenant.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Ultralife Batteries Inc), Stock Purchase Agreement (Ultralife Batteries Inc)
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development Material Adverse Effect causing a breach of any of the representations and warranties in §4 Section 3 above. Each Party will give prompt written notice to the others of any material adverse development Material Adverse Effect causing a breach of any of his or its own representations and warranties in §Section 3 or 4 above. No disclosure by any Party pursuant to this §5(f)section, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule disclosure schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Ultralife Corp), Asset Purchase Agreement (Ultralife Corp)
Notice of Developments. The Sellers Seller Entities will give prompt written notice to the Buyer upon becoming aware of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others upon becoming aware of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 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, breach of warranty, or breach of covenant.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Checkfree Corp \Ga\), Stock Purchase Agreement (Uil Holdings Corp)
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others other of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any either 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, breach of warranty, or breach of covenant.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Penn Treaty American Corp), Stock Purchase Agreement (Penn Treaty American Corp)
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her or its own representations and warranties in §3 or 4 above. No disclosure by any Party pursuant to this §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, breach of warranty, or breach of covenant.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Blue Atelier Inc.), Stock Purchase Agreement (Eworld Interactive, Inc.)
Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others other of any material adverse development causing a breach of any of his or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §5(f), however, shall be deemed to amend or supplement Annex I1, Annex II2, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Sources: Purchase Agreement (Elkcorp)
Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 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, breach of warranty, or breach of covenant.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Steakhouse Partners Inc)
Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Article 5 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Article 3 or Article 4 above. No disclosure by any Party pursuant to this §5(f)Section 6.6, however, shall be deemed to amend or supplement Annex I, Annex IISchedules 3 or 4, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex ISchedule 3(a), Annex IISchedule 3(b), or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers Parent and the Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §5(fSection 5(g), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Sources: Stock Purchase Agreement (Commonwealth Biotechnologies Inc)
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others other of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §5(f)Section 5.6, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Article IV above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her, or its own representations and warranties in §3 Article III above. No disclosure by any Party pursuant to this §5(f)Section 5.5, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Sources: Stock Purchase Agreement
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Section 2.1 or 2.3 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties contained in §3 Article II above. No disclosure by any Party pursuant to this §5(f)Section 3.6, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers Seller will give prompt written ---------------------- notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 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, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No Any disclosure by any Party pursuant to this §5(f), however, Section 5(i) shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or Schedule. If any such disclosure is not acceptable to prevent or cure the other party in their reasonable judgment, this Agreement may be terminated without liability to any misrepresentation, breach of warranty, or breach of covenantparty.
Appears in 1 contract
Sources: Stock Purchase Agreement (Argosy Education Group Inc)
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing that might cause a breach of any of the representations and warranties in §4 Section 3 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 Section 2 above. No disclosure by any Party pursuant to this §5(fSection 4(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Article IV above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her, or its own representations and warranties in §3 Article III above. No disclosure by any Party pursuant to this §5(f)Section 5.6, however, shall be deemed to amend or supplement Annex ISchedule 3.1, Annex IISchedule 3.2, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §5(f5(e), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material materially adverse development causing a breach of any of the representations and warranties in §4 aboveSection 3 and Section 5. Each Party will give prompt written notice to the others of any material materially adverse development causing a breach of any of his or its own representations and warranties in §3 aboveSection 3, Section 4, and Section 5. No disclosure by any Party pursuant to this §5(fSection 6(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers will shall give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Section 3 above. Each Party will The Buyer shall give prompt written notice to the others Sellers of any material adverse development causing a breach of any of his or its own representations and warranties set forth in §3 Section 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, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Article IV above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 Article III above. No disclosure by any Party pursuant to this §5(f)Section 5.10, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Ambassadors International Inc)
Notice of Developments. The Sellers Company and Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Section 3.1 and Article IV above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 Section 3.2 above. No disclosure by any Party pursuant to this §5(f)Section 5.5, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Section 2.1 or 2.3 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties contained in §3 Article II above. No disclosure by any Party pursuant to this §5(f)Section 3.6, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Article IV above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 Article III above. No disclosure by any Party pursuant to this §5(f)Section 5.06, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Sources: Stock Purchase Agreement (New England Business Service Inc)
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others other of any material adverse development causing a breach of any of his or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §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, breach of warranty, or breach of covenant.
Appears in 1 contract
Sources: Stock Purchase Agreement (Headway Corporate Resources Inc)
Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its her own representations and warranties in §Section 3 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, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers Seller will give prompt written notice to the of Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 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 Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Article 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Article 3 above. Such disclosure will be deemed to amend the Disclosure Schedule. No disclosure by any Party pursuant to this §Article 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, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §5(f)Section 5.6, however, shall be deemed to amend or supplement Annex I, Annex II, any Schedule or the Disclosure Schedule Exhibit hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Sources: Stock Purchase Agreement (Advanced Communication Systems Inc)
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Article III or Article IV above. Each Party Buyer will give prompt written notice to the others Seller of any material adverse development causing which may cause a breach of any of his or its own representations and warranties in §3 Article V above. No disclosure by any Party pursuant to this §5(f)Section 8.4, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule schedules hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party party will give prompt written notice to the others other of any material adverse development causing a breach of any of his his, her or its own representations and warranties in §Section 3 above. No disclosure by any Party party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule Schedules or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §5(f), however, shall be deemed to amend or supplement Annex IExhibit “B”, Annex IIExhibit “C”, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Sources: Stock for Stock Exchange Agreement (Intac International Inc)
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §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, breach of warranty, or breach of covenant.
Appears in 1 contract
Sources: Share Purchase Agreement (Municipal Mortgage & Equity LLC)
Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 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 Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers will give prompt written notice to ---------------------- the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, or its own representations and warranties in §Section 3 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, breach of warranty, or breach of covenant.
Appears in 1 contract
Sources: Contribution and Stock Purchase Agreement (Madison River Capital LLC)
Notice of Developments. The Sellers will give prompt written notice to the Buyer Purchaser of any material adverse development causing a breach of any of the representations and warranties in §4 abovecontained herein. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her, or its own representations and warranties in §3 abovecontained herein. No disclosure by any Party pursuant to this §5(f), Section 6.6 however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure any Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Hickory Tech Corp)
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others other Party of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex ISchedule 3(a), Annex IISchedule 3(b), or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Sources: Stock Purchase Agreement (National Vision Associates LTD)
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Section4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §3 Section3 above. No disclosure by any Party pursuant to this §5(fSection5(f), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers will give prompt written notice to the Buyer Buyers of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall will be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Sources: Stock Purchase Agreement (Find the World Interactive, Inc.)
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Article II and Article IV above. Each Party The Buyer will give prompt written notice to the others Seller of any material adverse development causing a breach of any of his or its own the representations and warranties in §3 Article III above. No disclosure by any either Party pursuant to this §5(f)Section 5.05 shall, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or deemed to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers will Seller shall give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will shall give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 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 representations and warranties or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
Sources: Stock Purchase Agreement (Universal Equity Partners Inc)
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 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, breach of warranty, or breach of covenant.
Appears in 1 contract
Notice of Developments. The Sellers will give prompt written notice to the Buyer Buyers of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 or 4 above. No disclosure by any Party pursuant to this §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, breach of warranty, or breach of covenant.
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Sources: Stock Purchase Agreement (Galaxy Championship Wrestling Inc)
Notice of Developments. The Sellers will give prompt written ---------------------- notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §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, breach of warranty, or breach of covenant.
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Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §Section 5(f), however, shall be deemed to amend or supplement Annex I, Annex II, I or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
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Sources: Unit Purchase Agreement (Viasat Inc)
Notice of Developments. The Sellers Seller will give (or will cause to be given) prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 above. Each Party will give prompt written notice to the others other of any material adverse development causing a breach of any of his or its own representations and warranties in §3 above. No disclosure by any Party pursuant to this §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, breach of warranty, or breach of covenant.
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Sources: Stock Purchase Agreement (Fields MRS Original Cookies Inc)
Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her, or its own representations and warranties in §Section 3 above. No disclosure by any Party pursuant to this §5(fSection 5(d), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
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Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §4 Articles III or IV above. Each Party The Buyer will give prompt written notice to the others Seller of any material adverse development causing a breach of any of his or its own representations and warranties in §3 Article V above. No disclosure by any Party pursuant to this §5(f)Section 8.4, however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule schedules hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
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Notice of Developments. The Company and Sellers will give prompt written notice to the Buyer Purchaser of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his his, her, or its own representations and warranties in §Section 3 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, breach of warranty, or breach of covenant.
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Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the representations and warranties in §Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Section 3 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, breach of warranty, or breach of covenant.
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Notice of Developments. The Sellers Seller will give prompt written notice to the Buyer Buyers of any material adverse development causing a breach of any of the representations and warranties in §4 Section 3 above. Each Party The Buyers will give prompt written notice to the others Seller of any material adverse development causing a breach of any of his or its own the representations and warranties in §3 Section 4 above. No disclosure by any Party pursuant to this §5(fSection 6(b), however, shall be deemed to amend or supplement Annex I, Annex II, or the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.
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Notice of Developments. The Sellers will give prompt written notice to the Buyer of any material adverse development causing a breach of any of the their representations and warranties made in §4 Section 3 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in §Sections 3 and 4 above. No disclosure by any Party pursuant to this §5(f)Section 5.6, however, shall be deemed to amend or supplement Annex I, Annex II, the Exhibits or the Disclosure Schedule Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
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Sources: Stock Purchase Agreement (SCB Computer Technology Inc)