Common use of Adverse Changes in Condition Clause in Contracts

Adverse Changes in Condition. Each party agrees (a) to give written notice promptly to the other parties upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have a Parent Material Adverse Effect or a Company Material Adverse Effect, or (ii) would cause or constitute a breach of any of its representations, warranties, agreements or covenants contained herein, such that the conditions set forth in Section 7.02 or Section 7.03 with respect to such party (as appropriate) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, and (b) to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Careinsite Inc), Agreement and Plan of Merger (Healtheon Webmd Corp), Agreement and Plan of Merger (Medical Manager Corp/New/)

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Adverse Changes in Condition. Each party agrees (ai) to give written notice promptly to the other parties upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (iA) is reasonably likely to have a Parent Material Adverse Effect or a Company Material Adverse Effect, or (iiB) would cause or constitute a breach of any of its representations, warranties, agreements or covenants contained herein, such that the conditions set forth in Section 7.02 or Section 7.03 with respect to such party (as appropriate) would not be satisfied as of the time of such breach or as of the time of such representation or warranty shall have become untrue, and (bii) to use its reasonable efforts to prevent or promptly to remedy the same.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Medical Manager Corp/New/), Agreement and Plan of Merger (Careinsite Inc), Agreement and Plan of Merger (Healtheon Webmd Corp)

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