Common use of Certain Notices; Supplemental Disclosure Clause in Contracts

Certain Notices; Supplemental Disclosure. (a) From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto of (a) the occurrence or non-occurrence of any event that would be likely to cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, or (b) the failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8(a) shall not cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice. (b) Until the Closing, Parent, Merger Sub and the Company shall have the obligation to promptly supplement the information contained in their respective disclosure schedules attached hereto, for informational purposes only, with respect to any matter hereafter arising or discovered which, if in existence on the date hereof and known at the date of this Agreement, would have been required to be set forth or described in such disclosure schedules. Neither the supplementation of the disclosure schedules pursuant to the obligation in Section 5.8(b) nor any other disclosure after the date hereof of an inaccuracy in or breach of any representation, warranty, covenant or agreement made or contained in this Agreement shall affect any representation, warranty, covenant or agreement made or contained herein or otherwise limit or affect the remedies available hereunder to any party hereto.

Certain Notices; Supplemental Disclosure. (a) From and During the period from the date of this Agreement through the Closing Date or the earlier termination of this Agreement, Buyer shall promptly advise Sellers in writing if it becomes aware of (i) the occurrence, or non-occurrence, of any event of which it has knowledge, which has caused any representation or warranty made by it to be untrue or inaccurate in any material respect at any time after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto of (a) the occurrence or non-occurrence of any event that would be likely to cause any condition and prior to the obligations of Closing; and (ii) any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, or (b) the material failure of the Company, Parent or Merger Sub, as the case may be, on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8(a) shall not cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such noticehereunder. (b) Until During the period from the date of this Agreement through the Closing Date or the earlier termination of this Agreement, TAT, Sellers, and the Acquired Companies shall advise Buyer in writing if any of them becomes aware of (i) an occurrence, or non-occurrence, of any event, which has caused any representation or warranty made by any of them to be untrue or inaccurate in any material respect at any time after the date of this Agreement and prior to the Closing; and (ii) any material failure on their part to comply with or satisfy any covenant, Parentcondition or agreement to be complied with or satisfied by it hereunder. If any such event requires any change to the Acquired Company Disclosure Schedules or the Seller Disclosure Schedules, Merger Sub TAT, Sellers, and the Acquired Companies shall promptly deliver to Buyer a supplement to such Schedules specifying such change, and in any event shall provide such supplement no later than two days prior to Closing. No update of the Seller Disclosure Schedules or the Acquired Company Disclosure Schedules that relates to any matter or circumstance that existed at or prior to the date of this Agreement shall (a) have any effect for the obligation purposes of determining the satisfaction of conditions to promptly supplement Closing set forth in Article VIII hereof or (b) relieve TAT, Sellers or the information contained in their respective disclosure schedules attached hereto, for informational purposes only, Acquired Companies of liability or diminish any right or remedies of Buyer with respect to (i) any breach of representation or warranty made to Buyer in this Agreement or (ii) any breach of, or failure to perform, any covenant or obligation contained in this Agreement. With respect to any update of the Seller Disclosure Schedules or the Acquired Company Disclosure Schedules that relates to any material matter hereafter arising or discovered which, if in existence on the date hereof and known at circumstance that first arose after the date of this Agreement, would if Buyer elects to close the transactions notwithstanding such update, (a) such update shall be deemed to have modified the representations and warranties of TAT, Sellers, and the Acquired Companies, as applicable, (b) Buyer shall have been required deemed to have waived any condition to its obligation to close the transactions contemplated by this Agreement relating solely to such matter or circumstance, and (c) Buyer shall not be set forth entitled to any indemnification with respect to the matter or circumstance described in such disclosure schedules. Neither the supplementation of the disclosure schedules pursuant to the obligation in Section 5.8(b) nor any other disclosure after the date hereof of an inaccuracy in or breach of any representation, warranty, covenant or agreement made or contained in this Agreement shall affect any representation, warranty, covenant or agreement made or contained herein or otherwise limit or affect the remedies available hereunder to any party heretoupdate.

Certain Notices; Supplemental Disclosure. (a) From and During the period from the date of this Agreement through the Closing Date or the earlier termination of this Agreement in accordance with Article IX, Buyer shall promptly advise the Company in writing if it becomes aware of (i) the occurrence, or non-occurrence, of any event that has caused any representation or warranty made by it to be untrue or inaccurate in any material respect at any time after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto of (a) the occurrence or non-occurrence of any event that would be likely to cause any condition and prior to the obligations of Closing, (ii) any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, or (b) the material failure of the Company, Parent or Merger Sub, as the case may be, on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to hereunder, (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement which would reasonably be expected to result Agreement, (iii) any notice or other communication from any Governmental Authority in any condition to connection with the obligations of any party to effect the Merger or any other transaction transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8(a) shall not cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder (to the party receiving extent notification thereof to Seller is permitted by such notice. Governmental Authority), and (biv) Until the Closing, Parent, Merger Sub and the Company shall have the obligation to promptly supplement the information contained in their respective disclosure schedules attached hereto, for informational purposes only, with respect to any matter hereafter arising or discovered whichAction that, if in existence pending on the date hereof and known at the date of this Agreement, would have been required to be set forth or described in such disclosure schedules. Neither the supplementation of the disclosure schedules have been disclosed pursuant to Section 6.5. (b) During the obligation in Section 5.8(b) nor any other disclosure after period from the date hereof of an inaccuracy this Agreement through the Closing Date or the earlier termination of this Agreement in accordance with Article IX, the Company or breach Seller shall promptly advise Buyer in writing if the Company or Seller obtains knowledge of (i) any representationmaterial failure on its or Seller’s part to comply with or satisfy any covenant, warranty, covenant condition or agreement made to be complied with or contained satisfied by it or Seller hereunder, (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement shall affect (to the extent notification thereof to Buyer is permitted by such Governmental Authority); and (iv) any representationActions commenced that, warrantyif pending on the date of this Agreement, covenant or agreement made or contained herein or otherwise limit or affect the remedies available hereunder would have been required to any party heretohave been disclosed pursuant to Section 4.13.

Certain Notices; Supplemental Disclosure. (a) From and after During the period from the date hereof through the Closing Date or the earlier termination of this Agreement until the Effective Timein accordance with ARTICLE X, each party hereto Paltalk shall promptly notify the other party hereto advise Buyer in writing if it becomes aware of (ai) the occurrence occurrence, or non-occurrence occurrence, of any event that would has caused any representation or warranty to be likely to cause untrue or inaccurate in any condition material respect at any time after the date hereof and prior to the obligations of Closing, and (ii) any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, or (b) the material failure of the Company, Parent or Merger Sub, as the case may be, on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations hereunder. Buyer’s receipt of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice information pursuant to this Section 5.8(a(a)7.3(a) shall not cure any breach of operate as a waiver or otherwise affect any representation, warranty, covenant warranty or agreement contained given or made by each Seller in this Agreement and shall not be deemed to amend or otherwise limit or affect supplement the remedies available hereunder to the party receiving such noticeSeller Disclosure Schedules. (b) Until During the Closingperiod from the date hereof through the Closing Date or the earlier termination of this Agreement in accordance with Article X, Parent, Merger Sub and the Company Paltalk shall have the obligation advise Buyer in writing if a Seller obtains Knowledge of (i) an occurrence or non-occurrence that has caused any representation or warranty made by any Seller to promptly supplement the information contained be untrue or inaccurate in their respective disclosure schedules attached hereto, for informational purposes only, with any material respect to at any matter hereafter arising or discovered which, if in existence on time after the date hereof and known at prior to the date Closing, and (ii) any material failure on the part of this Agreementany Seller to comply with or satisfy any covenant, would have been required condition or agreement to be set forth complied with or described satisfied by it hereunder. If any such event requires any change to Seller Disclosure Schedules, the Sellers shall have the right to promptly deliver to Buyer a supplement to such Seller Disclosure Schedules specifying such change. If such updated Seller Disclosure Schedules reflect any event occurring or arising in such disclosure schedules. Neither the supplementation Ordinary Course of the disclosure schedules pursuant to the obligation in Section 5.8(b) nor Business at any other disclosure time after the date hereof and prior to the Closing Date, (x) the specified representations and warranties made by the Sellers will be deemed automatically modified to reflect such event as of an inaccuracy the date that such event occurs or arises, and (y) Buyer will not have the right to terminate this Agreement pursuant to Section 10.1(b)(i) on account of such modification of the representations and warranties made by the Sellers herein. (c) If the Sellers deliver one or more updated Seller Disclosure Schedules pursuant to Section 7.3(b) that reflect any event occurring or arising not in the Ordinary Course of Business, unless Buyer provides Paltalk with a termination notice pursuant to Section 10.1(b)(i) within ten Business Days after delivery by the Sellers of such updated Seller Disclosure Schedules, Buyer shall be deemed to have waived its right to terminate this Agreement or prevent the consummation of the transactions contemplated by this Agreement and to have accepted the updated Seller Disclosure Schedules. The delivery of any such updated Seller Disclosure Schedules shall be deemed to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such event, and no Buyer Indemnitee shall have any representationindemnification rights under ARTICLE XI for any such event. From and after the Closing, warranty, covenant references to the Seller Disclosure Schedules shall be references thereto as so supplemented or agreement made or contained in this Agreement shall affect any representation, warranty, covenant or agreement made or contained herein or otherwise limit or affect the remedies available hereunder to any party heretoamended.

Certain Notices; Supplemental Disclosure. (a) From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto of (a) the occurrence or non-occurrence of any event that would be likely to cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, satisfied or (b) the failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8(a) shall not cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice. (b) Until the Closing, Parent, Merger Sub and the Company shall have the obligation to promptly supplement the information contained in their respective disclosure schedules attached hereto, for informational purposes only, hereto with respect to any matter hereafter arising or discovered which, if in existence on the date hereof and known at the date of this Agreement, would have been required to be set forth or described in such disclosure schedules. Neither the supplementation of the disclosure schedules pursuant to the obligation in Section 5.8(b) nor any other disclosure after the date hereof of an inaccuracy in or breach of any representation, warranty, covenant or agreement representation and warranty made or contained in this Agreement shall affect any representation, warranty, covenant representation or agreement warranty made or contained herein or otherwise limit or affect the remedies available hereunder to any party heretoherein.