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 ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.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 17 contracts
Sources: Asset Purchase Agreement (Atec Group Inc), Asset Purchase Agreement (Freedom Surf Inc), Asset Purchase Agreement (Electronic Control Security 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 ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.5(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 6 contracts
Sources: Merger Agreement (Ponte Nossa Acquisition Corp), Merger Agreement (Algorhythm Technologies Corp /Fl/), Share Exchange Agreement (Internet Multi-Media Corp)
Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.5(h), however, shall be deemed to amend or supplement the their respective Disclosure Schedule Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 3 contracts
Sources: Merger Agreement (Stage Stores Inc), Merger Agreement (Stage Stores Inc), Merger Agreement (Anthony C R Co)
Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.5(g), however, shall be deemed to amend or supplement the Company Disclosure Schedule Letter or Acquiror Disclosure Letter or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.
Appears in 2 contracts
Sources: Merger Agreement (Netrix Corp), Merger Agreement (Netrix Corp)
Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.5(g), however, shall be deemed to amend or supplement the Company Disclosure Schedule Letter or Parent Disclosure Letter or to prevent or cure any misrepresentation, breach of warranty, warranty or breach of covenant.
Appears in 2 contracts
Sources: Merger Agreement (Viatel Inc), Merger Agreement (Destia Communications Inc)
Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development event giving rise to a Material Adverse Effect and causing a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.5(i), however, shall be deemed to amend or supplement the Company Disclosure Schedule Schedule, or the AAC Disclosure Schedule, as the case may be, or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 2 contracts
Sources: Merger Agreement (Cable Systems Holding LLC), Merger Agreement (Ipc Information Systems Inc)
Notice of Developments. Each Party will give prompt written notice to the other Party Parties of any material adverse development causing a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.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: Exercise and Conversion Agreement (Tidel Technologies Inc), Asset Purchase Agreement (Source Information Management Co)
Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.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: Agreement and Plan of Reorganization (Dental Patient Care America 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 ss.3 ss. 3 and ss.4 abovess. 4. No disclosure by any Party pursuant to this ss.5(f)ss. 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 1 contract
Sources: Merger Agreement (Be Aerospace 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 ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.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: Merger Agreement (Nucleus 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 ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.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
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 ss.3 and ss.4 above, in any material respect. No disclosure by any Party pursuant to this ss.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 (Mim 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 ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(f), however, shall be deemed to amend or supplement supplemEnt the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
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 ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.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.. Freestar Technologies, Inc., August 8, 2001 page 20
Appears in 1 contract
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 ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(f), 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 (Windsortech Inc)
Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.5(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
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 ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss. 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
Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of its own representations and warranties in ss.3 and or ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.5(d), however, shall be deemed to amend or supplement the Disclosure Schedule Annex I or Annex II, or to prevent or cure any misrepresentation, misrepresentation or breach of warranty, or breach of covenant.
Appears in 1 contract
Sources: Stock Purchase Agreement (Mattress Discounters 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 ss.3 ss. 3 and ss.4 ss. 4 above. No disclosure by any Party pursuant to this ss.5(fss. 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: Merger Agreement (Orthalliance 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 ss.3 and or ss.4 above, as the case may be. No disclosure by any Party pursuant to this ss.5(fss.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
Notice of Developments. Each Party will give prompt written notice to the other Party others of any material adverse development causing a breach of any of his or its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(f), however, shall be deemed to amend or supplement the Disclosure Schedule or the Buyer Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
Appears in 1 contract
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 ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.4(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 1 contract
Sources: Units Purchase Agreement (U S Restaurant Properties Master L P)
Notice of Developments. Each Party will give prompt written notice to the other Party Parties of any material adverse development causing a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.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 (Source Information Management Co)
Notice of Developments. Each Party will give prompt written notice to the other Party of the occurrence of any material adverse development causing event that would constitute a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.5(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, except as otherwise provided in ss.3 above.
Appears in 1 contract
Notice of Developments. Each Party will give prompt written notice to the other Party of any material adverse development causing development, including a breach of any of its own representations and warranties in ss.3 and ss.4 above. No disclosure by any Party pursuant to this ss.5(fss.5(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 1 contract
Sources: Asset Purchase and Sale Agreement (Arch Communications Group Inc /De/)