Common use of Notice of Material Developments Clause in Contracts

Notice of Material Developments. Notify the Vendor and the Target as soon as the Purchaser or any of its directors, officers, employees, agents or technical and professional advisors have determined that a state of facts exist which results in, or will result in: (i) any representation or warranty of the Purchaser set forth in this Agreement being untrue or incorrect in any material respects; (ii) the breach of any covenant of the Purchaser set forth in this Agreement; (iii) the non-fulfillment of any conditions for the benefit of the Vendor set forth in this Agreement; (iv) any material change in the business, operations, assets, liabilities, ownership, capital or financial position of the Purchaser, or change in a material fact that has a Material Adverse Change on, or would reasonably be expected to have a Material Adverse Change on, the Purchaser, except for the transactions contemplated by this Agreement; (v) any notice or other communication from any Person alleging that the Consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Transaction (and contemporaneously provide a copy of any such notice or communication to the other Party); (vi) any notice or other communication from any Government Authority in connection with this Agreement or the Transaction (and contemporaneously provide a copy of any such notice or communication to the other Party); or (vii) any material legal or regulatory Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting such Party or that relate to this Agreement, or the Transaction;

Notice of Material Developments. Notify the Vendor and the Target Purchaser as soon as the Purchaser Vendor or any of its directors, officers, employees, agents or technical and professional advisors have the Target has determined that a state of facts exist exists which results in, or will can reasonably be expected to result in: (i) any representation or warranty of the Purchaser Vendor or the Target set forth in this Agreement being untrue or incorrect in any material respectsrespect; (ii) the breach of any covenant of the Purchaser Vendor or the Target set forth in this Agreement; (iii) the non-fulfillment of any conditions condition for the benefit of the Vendor Purchaser set forth in this Agreement; (iv) any material change in the business, operations, assetsBusiness, Target, Target Shares, liabilities, ownership, capital or financial position or condition of the PurchaserTarget, or change in a material fact that has a Material Adverse Change on, or would reasonably be expected to have a Material Adverse Change on, the PurchaserBusiness, Target or Target Shares, except for the transactions contemplated by this Agreement; (v) any notice or other communication from any Person alleging that the Consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Transaction (and contemporaneously provide a copy of any such notice or communication to the other Party); (vi) any notice or other communication from any Government Authority in connection with this Agreement or the Transaction (and contemporaneously provide a copy of any such notice or communication to the other Party); or (vii) any material legal or regulatory Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting such Party or Party, in each case, solely to the extent that relate it relates to this Agreement, or the Transaction;

Notice of Material Developments. Notify the Vendor and the Target Purchaser as soon as the Purchaser or any of its directors, officers, employees, agents or technical and professional advisors have Vendor has determined that a state of facts exist exists which results in, or will can reasonably be expected to result in: (i) any representation or warranty of the Purchaser Vendor set forth in this Agreement being untrue or incorrect in any material respectsrespect; (ii) the breach of any covenant of the Purchaser Vendor set forth in this Agreement; (iii) the non-fulfillment of any conditions condition for the benefit of the Vendor Purchaser set forth in this Agreement; (iv) any material change in the business, operations, assetsPurchased Assets, SNI, SNI Shares, liabilities, ownership, capital or financial position or condition of the PurchaserVendor related to the Purchased Assets, SNI, or SNI Shares, or change in a material fact that has a Material Adverse Change on, or would reasonably be expected to have a Material Adverse Change on, the PurchaserPurchased Assets, SNI or SNI Shares, except for the transactions contemplated by this Agreement; (v) any notice or other communication from any Person alleging that the Consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Transaction (and contemporaneously provide a copy of any such notice or communication to the other Party); (vi) any notice or other communication from any Government Authority in connection with this Agreement or the Transaction (and contemporaneously provide a copy of any such notice or communication to the other Party); or (vii) any material legal or regulatory Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting such Party or that relate to this Agreement, or the Transaction;

Notice of Material Developments. Notify the Vendor and the Target as soon as the Purchaser or any of its directors, officers, employees, agents or technical and professional advisors have determined that a state of facts exist which results in, or will result in: (i) any representation or warranty of the Purchaser set forth in this Agreement being untrue or incorrect in any material respects; (ii) the breach of any covenant of the Purchaser set forth in this Agreement; (iii) the non-fulfillment of any conditions for the benefit of the Vendor set forth in this Agreement; (iv) any material change in the business, operations, assets, liabilities, ownership, capital or financial position of the Purchaser, or change in a material fact that has a Material Adverse Change on, or would reasonably be expected to have a Material Adverse Change on, the Purchaser, except for the transactions contemplated by this Agreement; (v) any notice or other communication from any Person alleging that the Consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Transaction (and contemporaneously provide a copy of any such notice or communication to the other Party); (vi) any notice or other communication from any Government Authority in connection with this Agreement or the Transaction (and contemporaneously provide a copy of any such notice or communication to the other Party); or (vii) any material legal or regulatory Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting such Party or that relate to this Agreement, or the Transaction;