Common use of Notice of Material Developments Clause in Contracts

Notice of Material Developments. Each party shall deliver prompt written notice to the other parties of (i) the occurrence or non occurrence of any event the occurrence or non occurrence of which results in any of its representations or warranties contained in Article V or Article VI below, as the case may be, being untrue or inaccurate in any material respect (or, in the case of any representation or warranty qualified by its terms by materiality including the words “material” or “Material Adverse Effect”, then untrue or inaccurate in any respect) and (ii) any breach of, or failure to comply in any material respect with, any covenant hereunder by such party. No such notices or disclosures shall be deemed to amend this Agreement or the Schedules hereto for any purposes hereof; provided that, one time prior to the Closing (but no later than three (3) Business Days prior to the Closing), the Company shall have the right to supplement, modify and/or update the Disclosure Schedules with respect to matters or developments arising after the date of this Agreement solely in respect of (A) the last sentence in Section 5.2, and (B) Section 5.12, if (and only if) such matters or developments (individually or together with all other breaches or inaccuracies of Seller’s and the Company’s representations and warranties) would reasonably be expected to prevent the satisfaction of the condition set forth in Section 3.1(a) (a “Disclosure Update”). If the Company delivers a Disclosure Update to Buyer, then Buyer may terminate this Agreement as provided Section 7.1(f) of this Agreement by delivering a written termination notice to the Company within three (3) Business Days after its receipt of such Disclosure Update (a “Disclosure Update Termination Notice”). Notwithstanding anything herein to the contrary, unless Buyer provides a Disclosure Update Termination Notice within such three (3) Business Day period pursuant to this Section 4.5, Buyer shall be deemed to have waived its right to terminate this Agreement under Section 7.1(f) or prevent the consummation of the transactions contemplated by this Agreement pursuant to Section 3.1(a) with respect to the information disclosed in such Disclosure Update, and Seller and the Company shall not be deemed to be in breach of any representation, warranty, covenant or agreement hereunder with respect to the information disclosed in any Disclosure Update.

Notice of Material Developments. Each party shall deliver promptly notify the other party of any changes or additions to any such party's Schedules to this Agreement, as soon as practicable; provided that notwithstanding any provision to the contrary, if an MAE Notice is delivered to Buyer or Holdings within five business days of any date scheduled for Closing, then Buyer may delay the Closing Date until the date that is five business days following the date such MAE Notice has been delivered to Buyer or Holdings. Except as set forth in Section 4.13 below, no such updates made pursuant to this Section 4.7 shall be deemed to cure any inaccuracy of any representation or warranty made in this Agreement as of the date hereof, unless each of the nonbreaching parties specifically agrees thereto in writing, nor shall any such notification be considered to constitute or give rise to a waiver by each of the nonbreaching parties of any condition set forth in this Agreement. Without limiting the generality of the foregoing, each party shall give prompt written notice to the other parties of (i) the occurrence or non occurrence of any event the occurrence or non occurrence of which results variances in any of its representations or warranties contained in Article V V, Article VI or Article VI belowVII above, as the case may be, being untrue or inaccurate in any material respect (or, in the case of any representation or warranty qualified by its terms by materiality including the words “material” or “Material Adverse Effect”, then untrue or inaccurate in any respect) and (ii) any breach of, or failure to comply in any material respect with, of any covenant or agreement hereunder by such party and (iii) any other material event or development likely to impair such party's ability to consummate the transactions contemplated by this Agreement. No such notices Notwithstanding the foregoing, if any facts, events or disclosures shall be deemed to amend this Agreement or the Schedules hereto for any purposes hereof; provided that, one time prior to the Closing (but no later than three (3) Business Days prior to the Closing), the Company shall have the right to supplement, modify and/or update the Disclosure Schedules with respect to matters or developments arising circumstances occur after the date of this Agreement solely in respect of (A) which would cause the last sentence in Section 5.2, and (B) Section 5.12, if (and only if) such matters or developments (individually or together with all other breaches or inaccuracies of Seller’s and the Company’s representations and warranties) warranties contained in Article VI to not be true and correct on the Closing Date in a manner which would reasonably be expected to prevent result in a Material Adverse Effect, the satisfaction Sellers' Representative may provide the Buyer with a notice (the "MAE Notice") which would inform the Buyer with reasonable specificity of any such facts, events or circumstances and the resulting breach of Sellers' or the Company's representations and warranties as of the condition set forth Closing Date which would reasonably be expected to result in Section 3.1(a) (a “Disclosure Update”). If Material Adverse Effect and expressly grant Buyer the Company delivers a Disclosure Update to Buyer, then Buyer may terminate option of terminating this Agreement as provided Section 7.1(f) of this Agreement by delivering a written termination notice to the Company within three (3) Business Days after its receipt of such Disclosure Update (a “Disclosure Update Termination Notice”). Notwithstanding anything herein to the contrary, unless Buyer provides a Disclosure Update Termination Notice within such three (3) Business Day period pursuant to this Section 4.5, Buyer shall be deemed to have waived its right to terminate this Agreement under Section 7.1(f) or prevent the consummation of consummating the transactions contemplated by hereby. If Buyer receives a MAE Notice and does not terminate this Agreement pursuant to Section 3.1(a) 8.1(f), Buyer will not be entitled to recover any Losses with respect to breaches of representations or warranties which arise and are reasonably apparent from facts occurring after the information disclosed date hereof which are identified in such Disclosure Update, and Seller and the Company shall not be deemed MAE Notice pursuant to be in breach of any representation, warranty, covenant Article IX or agreement hereunder with respect to the information disclosed in any Disclosure Updateotherwise.

Notice of Material Developments. Each party Party shall deliver give prompt ------------------------------- written notice to the other parties Parties of (i) the occurrence or non occurrence of any event the occurrence or non occurrence of which results variances in any of its representations or warranties contained in Article V Sections 5, 6 or Article VI 7 below, as the case may be, being untrue or inaccurate in any material respect (or, in the case of any representation or warranty qualified by its terms by materiality including the words “material” or “Material Adverse Effect”, then untrue or inaccurate in any respect) and (ii) any breach of, or failure to comply in any material respect with, of any covenant hereunder by such partyParty and (iii) any other material development affecting the ability of such Party to consummate the transactions contemplated by this Agreement. No After the Purchaser has received any such notices notice from the Company or disclosures the Shareholders, the Purchaser shall be deemed have twenty (20) business days to amend terminate this Agreement or if the Schedules hereto for any purposes hereof; provided that, one time prior to the Closing (but no later than three (3) Business Days prior to the Closing), the Company shall have the right to supplement, modify and/or update the Disclosure Schedules with respect to matters or developments arising after the date subject of this Agreement solely in respect of (A) the last sentence in Section 5.2, and (B) Section 5.12, if (and only if) such matters or developments (individually or together with all other breaches or inaccuracies of Seller’s and the Company’s representations and warranties) notice would reasonably be expected to prevent result in a Material Adverse Effect either individually or in the satisfaction aggregate. Unless the Purchaser exercises such right within twenty (20) days of its receipt of such notice, the written notice pursuant to this Section 4I will be deemed to have amended the Schedules, to have qualified the representations and warranties contained in Sections 5 or 6 with respect to such notice, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such development; provided, that the Company and the Shareholders agree to use their commercially reasonable best efforts to cure any such misrepresentation or breach prior to the Closing Date notwithstanding the acceptance of the condition Purchaser or the deemed amendment to the representations, warranties, Schedules or Exhibits as a result of this Section 4I. Additionally, if the Purchaser receives any such notice after February 14, 1996, the Purchaser may, at its option, elect to extend the termination date set forth in Section 3.1(a1F and Section 11A(iii) by ten (a “Disclosure Update”). If the Company delivers a Disclosure Update to Buyer, then Buyer may terminate this Agreement as provided Section 7.1(f10) of this Agreement by delivering a written termination notice to the Company within three (3) Business Days after its receipt of such Disclosure Update (a “Disclosure Update Termination Notice”). Notwithstanding anything herein to the contrary, unless Buyer provides a Disclosure Update Termination Notice within such three (3) Business Day period pursuant to this Section 4.5, Buyer shall be deemed to have waived its right to terminate this Agreement under Section 7.1(f) or prevent the consummation of the transactions contemplated by this Agreement pursuant to Section 3.1(a) with respect to the information disclosed in such Disclosure Updatedays, and Seller and the Company shall Schedules will not be deemed to amended, the representations and warranties will not be deemed qualified and such breach will not be deemed cured until the Purchaser accepts such notice in breach of any representation, warranty, covenant or agreement hereunder with respect to the information disclosed in any Disclosure Updatewriting.