Common use of Notice of Material Developments Clause in Contracts

Notice of Material Developments. Notify the Purchaser as soon as the Vendor or the Target has determined that a state of facts exists which results in, or can reasonably be expected to result in: (i) any representation or warranty of the Vendor or the Target set forth in this Agreement being untrue or incorrect in any material respect; (ii) the breach of any covenant of the Vendor or the Target set forth in this Agreement; (iii) the non-fulfillment of any condition for the benefit of the Purchaser set forth in this Agreement; (iv) any material change in the operations, Business, Target, Target Shares, liabilities, ownership, capital or financial position or condition of the Target, 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 Business, 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, in each case, solely to the extent that it relates to this Agreement, or the Transaction;

Notice of Material Developments. Notify the Purchaser Vendor and the Target as soon as the Vendor Purchaser or the Target has any of its directors, officers, employees, agents or technical and professional advisors have determined that a state of facts exists exist which results in, or can reasonably be expected to will result in: (i) any representation or warranty of the Vendor or the Target Purchaser set forth in this Agreement being untrue or incorrect in any material respectrespects; (ii) the breach of any covenant of the Vendor or the Target Purchaser set forth in this Agreement; (iii) the non-fulfillment of any condition conditions for the benefit of the Purchaser Vendor set forth in this Agreement; (iv) any material change in the business, operations, Business, Target, Target Sharesassets, liabilities, ownership, capital or financial position or condition of the TargetPurchaser, 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 Business, Target or Target SharesPurchaser, 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, in each case, solely to the extent Party or that it relates relate to this Agreement, or the Transaction;