Notification by the Purchaser Clause Samples

Notification by the Purchaser. During the Pre-Closing Period, the Purchaser shall promptly notify Parent in writing of: (a) the discovery by the Purchaser of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a breach of or would result in an inaccuracy of any representation or warranty made by the Purchaser in this Agreement; (b) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a breach of or would result in an inaccuracy of any representation or warranty made by the Purchaser in this Agreement if (i) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (c) any breach of any covenant or obligation of the Purchaser; and (d) any event, condition, fact or circumstance that would be reasonably likely to make the timely satisfaction of any of the conditions set forth in Section 7 impossible or unlikely.
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Notification by the Purchaser. The Purchaser may at any time notify the other party or parties to the Prior Escrow Agreement or the Prior Purchase Agreement, or any of them, of the assignment thereof by the Seller to the Purchaser.
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Notification by the Purchaser. Following notification by the Purchaser (which may be by facsimile) to the Custodian that a Default or an Event of Default has occurred and is continuing, the Custodian shall not release, or incur any liability to the Seller or any other Person for refusing to release, any item relating to any Purchased Asset (including, without limitation, the Mortgage Asset Files and Mortgage Loan Documents) to the Seller or any other Person without the express prior written consent and at the direction of the Purchaser.
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Notification by the Purchaser. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement pursuant to Section 8.1 hereof, the Purchaser shall promptly disclose to the Seller in writing: (i) any material variances from the representations and warranties contained in Section 5 and of any other fact or event that would cause or constitute, or that would reasonably be expected to cause or constitute, a material breach or violation of any covenant or agreement in this Agreement made by the Purchaser, in each case, that would cause the failure of a condition set forth in Section 6.4; (ii) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the execution, delivery or performance of this Agreement or the consummation of the Transactions; (iii) any written notice or other written communication from any Governmental Authority in connection with the Transactions; (iv) any Action commenced or, to the knowledge of the Purchaser’s General Counsel after due and reasonable investigation, threatened, against the Purchaser with respect to the Transactions; and (v) any failure of the Purchaser to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder that would cause, or that would reasonably be expected to cause, the failure of a condition set forth in Section 6.4. Following the closing, the Seller Indemnified Parties shall not be permitted to seek indemnification pursuant to Section 9.2(b)(ii) for any breach by the Purchaser of this Section 7.12(a) in connection with any failure to disclose any material variances from the representations and warranties contained in Section 5 to the extent such variances entitle the Seller Indemnified Parties to indemnification pursuant to Section 9.2(b)(i).
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Notification by the Purchaser. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement pursuant to Section 7.1 hereof, the Purchaser shall disclose to TRPN Direct Pay (on behalf of the Selling Companies) in writing (i) any material variances from the representations and warranties contained in Section 4 and of any other fact or event that would cause or constitute a material breach or violation of any covenant or agreement in this Agreement made by the Purchaser, in each case, promptly upon discovery thereof; (ii) if, after the date of this Agreement, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇ obtains actual knowledge of a fact or event that has occurred and, with respect to such fact or event, a reasonable person would understand the general magnitude of such fact or event, that, to such person’s actual knowledge, is a material breach of a representation and warranty contained in Section 3 (other than with respect to a representation and warranty contained in Section 3.8 or Section 3.19 or otherwise falling within Indemnified Taxes or Indemnified State Taxes) or is a material breach or violation of any material covenant or agreement in this Agreement made by a Selling Company, in each case, promptly upon discovery thereof (in all cases, other than as a result of a written notice from a Selling Company pursuant to Section 6.12(b) below or any other oral or written notice from a Selling Party or its representatives); (iii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the execution, delivery or performance of this Agreement or the consummation of the Transaction; (iv) any notice or other communication from any Governmental Authority in connection with the Transaction; (v) any Action commenced or, to the knowledge of the Purchaser, threatened, against the Purchaser or any Selling Company with respect to the Transaction (in each case, other than as a result of a written notice from a Selling Company pursuant to Section 6.12(b) below or any other oral or written notice from a Selling Party or its representatives); and (vi) any failure of the Purchaser or, to the actual knowledge of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇ (other than with respect to a representation and warranty contained in Section 3.8 or Section 3.19 or otherwise falling within Indemnified Taxes or Indemnified State Taxes), any Selling Company to comply with or satisfy in any material respect any covenant, condi...
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Notification by the Purchaser. The Purchaser and each other person indemnified pursuant to Section 10.4 hereof will, in the event it receives notice of the commencement of any action against it which is based upon an alleged act or omission which, if proven, would result in the Company's having to indemnify it pursuant to Section 10.4 hereof, promptly notify the Company, in writing, of the commencement of such action and permit the Company, if the Company so notifies the Purchaser within 10 days after receipt by the Company of notice of the commencement of the action, to participate in and to assume the defense of such action with counsel reasonably satisfactory to the Purchaser or such other indemnified person, as the case may be; provided, however, that the Purchaser shall be entitled to retain its own counsel at the Company's expense if it believes there exists a conflict of interest between the Company and the Purchaser. The omission to notify the Company promptly of the commencement of any such action shall not relieve the Company of any liability to indemnify the Purchaser or such other indemnified person, as the case may be, under Section 10.4 hereof, except to the extent the Company shall suffer any loss by reason of such failure to give notice and shall not relieve the Company of any other liabilities which it may have under this or any other agreement.
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Related to Notification by the Purchaser

  • NOTIFICATION BY THE TRUST (a) The Trust agrees to advise NLD as soon as reasonably practical: (i) of any request by the SEC for amendments to the Registration Statement or any Prospectus then in effect; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or any Prospectus then in effect or of the initiation of any proceeding for that purpose; (iii) of the happening of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus then in effect or which requires the making of a change in such Registration Statement or Prospectus in order to make the statements therein not misleading; (iv) of all actions of the SEC with respect to any amendment to any Registration Statement or any Prospectus which may from time to time be filed with the SEC; (v) if a current Prospectus is not on file with the SEC; and (vi) of all advertising, sales materials and other communications with the public required to be filed with FINRA. This obligation shall extend to all revisions of such communications. For purposes of this section, informal requests by or acts of the Staff of the SEC shall not be deemed actions of or requests by the SEC.

  • TERMINATION BY THE PARTIES This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 19 through 31 of this Agreement shall survive termination of this Agreement.

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • Indemnification by the Purchaser Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

  • Action by the Board (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office. (b) Meetings of the Board may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing. Notice of any meeting may be waived by any Manager.