Common use of Notice of Material Developments Clause in Contracts

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any material variances in any of its representations or warranties contained in Section 6 or Section 8F below, as applicable, (ii) any material breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by this Agreement, including the Manugistics Acquisition.

Appears in 2 contracts

Sources: Preferred Stock Purchase Agreement (Thoma Cressey Equity Partners Inc), Preferred Stock Purchase Agreement (Jda Software Group Inc)

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any material variances in any of its representations or warranties contained in Section 6 or Section 8F below, as applicablethis Agreement, (ii) any material breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by this Agreement, including the Manugistics Acquisition.

Appears in 2 contracts

Sources: Share Purchase Agreement (Gerber Childrenswear Inc), Stock Purchase Agreement (Gerber Childrenswear Inc)

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of of: (ia) any material variances in any of its representations or warranties contained in Section 6 Articles 2 or Section 8F below3 above, as applicable, the case may be (iithe Disclosure Schedule); (b) any material breach of any covenant or agreement hereunder by such Party Party; and (iiic) any other material development affecting which adversely affects the ability of such Party to consummate the transactions contemplated by this Agreement, including the Manugistics Acquisition.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Blue Earth, Inc.), Asset Purchase Agreement (Blue Earth, Inc.)

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any known material variances in any of its representations or warranties contained in Section Sections 5, 6 or Section 8F 7 below, as applicablethe case may be, (ii) any material known breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by this Agreement, including the Manugistics Acquisition.

Appears in 2 contracts

Sources: Recapitalization Agreement (Netcom Systems Inc), Recapitalization Agreement (Netcom Systems Inc)

Notice of Material Developments. Each Party party shall give prompt written notice to the other Parties parties of (i) any material variances in any of its representations or warranties contained in Section 6 Articles V, V.1, V.2, VI or Section 8F VI.1 below, as applicablethe case may be, (ii) any material breach of any covenant hereunder by such Party party and (iii) any other material development affecting the ability of such Party party to consummate the transactions contemplated by this Agreement, including the Manugistics Acquisition.

Appears in 1 contract

Sources: Stock Purchase Agreement (Regis Corp)

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any material variances in any of its representations or warranties contained in Section 5 or 6 or Section 8F below, as applicable, (ii) any material breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by this Agreement, including the Manugistics Acquisition.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Natg Holdings LLC)

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any material variances in any of its representations or warranties contained in Section 6 or Section 8F below, as applicable, (ii) any material breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by this Agreement, including the Manugistics Acquisition.

Appears in 1 contract

Sources: Preferred Stock Purchase Agreement (Gevity Hr)

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any material variances in any of its representations or warranties contained in Section 6 or Section 8F below, as applicable, (ii) any material breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by this Agreement, including the Manugistics NLASCO Acquisition.

Appears in 1 contract

Sources: Stock Purchase Agreement (Affordable Residential Communities Inc)

Notice of Material Developments. Each Party shall give prompt ------------------------------- written notice to the other Parties of (i) any material variances in any of its representations or warranties contained in Section Sections 5, 6 or Section 8F 7 below, as applicablethe case may be, (ii) any material breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by this Agreement, including the Manugistics Acquisition.

Appears in 1 contract

Sources: Recapitalization Agreement (E Tek Dynamics Inc)

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties as soon as possible of (i) any material variances in any of its representations or warranties contained in Section 6 or Section 8F below, as applicablethis Agreement, (ii) any material breach of any covenant hereunder by such Party Party, and (iii) any other material development affecting which would render any of the ability conditions in Section 2 or 3 incapable of such Party to consummate the transactions contemplated by this Agreement, including the Manugistics Acquisitionbeing satisfied.

Appears in 1 contract

Sources: Asset Purchase Agreement (Lower Road Associates LLC)

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any material variances in any of its representations or warranties contained in Section 6 Sections 6, 7 or Section 8F 8 below, as applicablethe case may be, (ii) any material breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by this Agreement, including the Manugistics Acquisition.

Appears in 1 contract

Sources: Stock Purchase and Contribution Agreement (Komag Inc /De/)

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any material variances in any of its representations or warranties contained in Section 6 or Section 8F below, as applicablethis Agreement, (ii) any material breach of any covenant hereunder by such Party Party, and (iii) any other material development affecting which would render any of the ability conditions in Section 2 or 3 incapable of such Party to consummate the transactions contemplated by this Agreement, including the Manugistics Acquisitionbeing satisfied.

Appears in 1 contract

Sources: Stock Purchase Agreement (Sleepmaster LLC)

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any material variances breach in any of its representations or warranties contained in Section 6 Article 3 or Section 8F belowArticle 4, as applicablethe case may be, of which such Party becomes aware, (ii) any material breach of any covenant or agreement hereunder by such Party of which such Party becomes aware, and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by this Agreement, including Agreement in accordance with the Manugistics Acquisitionterms hereof.

Appears in 1 contract

Sources: Merger Agreement (Platinum Energy Resources Inc)

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties as soon as possible of (i) any material variances in any of its representations or warranties contained in Section 6 or Section 8F below, as applicablethis Agreement, (ii) any material breach of any covenant hereunder by such Party Party, and (iii) any other material development affecting which would render any of the ability conditions in Section 7.4 incapable of such Party to consummate the transactions contemplated by this Agreement, including the Manugistics Acquisitionbeing satisfied.

Appears in 1 contract

Sources: Asset Purchase Agreement (Remington Arms Co Inc/)

Notice of Material Developments. Each Party party hereto shall give prompt written notice to the other Parties parties of (ia) any material variances in any of its representations or warranties contained in Section 6 ARTICLE III, ARTICLE IV or Section 8F belowARTICLE V, as applicablethe case may be, (iib) any material breach of any covenant or agreement hereunder by such Party party and (iiic) any other material development affecting the ability of such Party party to consummate the transactions contemplated by this Agreement, including . Delivery of any such notice by any party hereto shall have no effect on the Manugistics Acquisitionrights and obligations of the parties hereunder.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Red White & Bloom Brands Inc.)

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties immediately upon becoming aware of (i) any material variances in any of its representations or warranties to be not true in all material respects contained in Section 6 Sections 5,6, 7 or Section 8F 8 below, as applicablethe case may be, (ii) any material breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by this Agreement, including the Manugistics Acquisition.

Appears in 1 contract

Sources: Recapitalization Agreement (MPW Industrial Services Group Inc)

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any material variances in any of its representations or warranties contained in Section 6 Sections 6, 7, 8 or Section 8F 9 below, as applicablethe case may be, (ii) any material breach of any covenant hereunder by such Party and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by this Agreement, including the Manugistics AcquisitionTransaction.

Appears in 1 contract

Sources: Asset Purchase Agreement (Safety Kleen Corp/)

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any material variances in any of its representations or warranties contained in Section 6 Articles V or Section 8F belowVI herein, as applicablethe case may be, (ii) any material breach of any covenant hereunder by such Party Party, and (iii) any other material development of which it becomes aware affecting the ability of such Party to consummate the transactions contemplated by this Agreement, including the Manugistics Acquisition.

Appears in 1 contract

Sources: Master Purchase and Sale Agreement

Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any material variances in any of its representations or warranties contained in Section 6 or Section 8F below, as applicablethis Agreement, (ii) any material breach of any covenant hereunder by such Party Party, and (iii) any other material development affecting which would render any of the ability conditions in Section 2 or 3 incapable of such Party to consummate the transactions contemplated by this Agreement, including the Manugistics Acquisitionbeing satisfied.

Appears in 1 contract

Sources: Stock Purchase Agreement (Lower Road Associates LLC)

Notice of Material Developments. Each Party party shall give prompt written notice to the other Parties of parties of: (i) any material variances in any of its representations or warranties contained in Section 6 Article 4, Article 5, or Section 8F belowArticle 9, as applicable, the case may be; (ii) any material breach of any covenant hereunder by such Party party; and (iii) any other material development affecting the ability of such Party party to consummate the transactions contemplated by this Agreement, including the Manugistics Acquisition.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (MJ Holdings, Inc.)