Common use of Certain Notices Clause in Contracts

Certain Notices. 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 and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied or (B) the failure of the Company or Parent, 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 or any Ancillary Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party Party hereto shall promptly notify the other party hereto Party of (Ai) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party Party to effect the Merger and the other transactions contemplated by provided for in this Agreement or any Ancillary Agreement not to be satisfied or (Bii) the failure of the Company Company, Merger Sub or Parent, 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 or any Ancillary Agreement which would reasonably be expected to result in any condition to the obligations of any party Party to effect the Merger and the other transactions contemplated by provided for in this Agreement or any Ancillary Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8 5.5 shall not cure any breach of any representation or warranty requiring disclosure of such matter at or prior to the date execution of this Agreement or otherwise limit or affect the remedies available hereunder to the party Party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto of (Aa) 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 and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied satisfied; or (Bb) the failure of the Company Target or ParentOrion, 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 or any Ancillary Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8 6.4 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party Party hereto shall promptly notify the other party Party hereto of (Aa) the occurrence, occurrence or non-occurrence, occurrence of any event that would be likely to cause any condition to the obligations of any party Party to effect the Merger, the Subsequent Merger and the or any other transactions transaction contemplated by this Agreement or any Ancillary Agreement not to be satisfied or (Bb) the failure of the Company Company, Parent, Merger Sub or ParentMerger LLC, 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 or any Ancillary Agreement which would reasonably be expected to result in any condition to the obligations of any party Party to effect the Merger, the Subsequent Merger and the or any other transactions transaction contemplated by this Agreement or any Ancillary Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8 5.7 shall not cure any breach of any representation representation, warranty, covenant or warranty requiring disclosure of such matter prior to the date of agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party Party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto the Company and Parent shall promptly notify the each other party hereto orally and in writing of (Aa) the occurrence, or non-occurrence, of any event that that, individually or in the aggregate, would reasonably be likely expected to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied or (Bb) the failure of the Company or Parent, as the case may be, such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which, individually or any Ancillary Agreement which in the aggregate, would reasonably be expected to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8 5.4 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice. This Section 5.4 shall not constitute a covenant or agreement for purposes of Section 7.2(b), 7.3(b), 8.1(d) or 8.1(e).

Certain Notices. From and after the date of this Agreement until the earlier of the Effective TimeTime and the date, if any, on which this Agreement is terminated pursuant to Section 7.1, each party hereto shall promptly notify the other party hereto of (Aa) the occurrence, or non-occurrencefailure to occur, of any event that would be likely to cause any condition to the obligations of any party to effect the Offer, the Merger and the or any other transactions transaction contemplated by this Agreement or any Ancillary Agreement not to be satisfied or (Bb) the failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement required to be complied with or satisfied by it pursuant to this Agreement or any Ancillary Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Offer, the Merger and the or any other transactions transaction contemplated by this Agreement or any Ancillary Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8 5.6 shall not alone cure any breach of any representation representation, warranty, covenant or warranty requiring disclosure of such matter prior to the date of agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Effective Timelater of the Initial Warrants Closing, the Final Second Closing and the expiration of the Option Exercise Period, each party hereto shall promptly notify the other party hereto of (Ai) the occurrence, or non-occurrence, of any event or any breach or misrepresentation that would reasonably be likely expected to cause any condition to the obligations of any such party to effect the Merger and the other transactions contemplated by this Agreement or any Ancillary Agreement Transactions not to be satisfied or (Bii) the failure of the Company or Parent, as the case may be, such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement or any Ancillary Agreement which that would reasonably be expected to result in any condition to the obligations of any such party to effect the Merger and the other transactions contemplated by this Agreement or any Ancillary Agreement Transactions not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8 7.08 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. 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 and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied or (B) the failure of the Company or Parent, 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 or any Ancillary Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8 5.7 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party parties 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 Offer, Merger and the or any other transactions transaction contemplated by this Agreement or any Ancillary the Purchaser Stock Option Agreement not to be satisfied or (B) the failure of the Company Company, Parent or Parentthe Purchaser, 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 or any Ancillary Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Offer, the Merger and the or any other transactions transaction contemplated by this Agreement or any Ancillary the Purchaser Stock Option Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8 5.5 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. 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 and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied or (B) the failure of the Company or Parent, 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 or any Ancillary Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8 5.9 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto of of: (Aa) 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 and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied satisfied; or (Bb) the failure of the Company JLLM, CMT, or ParentMerger 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 or any Ancillary Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8 6.5 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the earlier of the Effective TimeTime and the termination of this Agreement, subject to applicable Law, each party hereto of the Company and Parent shall promptly notify the other party hereto of (Ai) 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 and the other transactions contemplated by this Agreement or any Ancillary Agreement Transactions not to be satisfied or satisfied, (Bii) the failure of the Company or Parent, 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 or (iii) any Ancillary Agreement which would reasonably be expected to result representation or warranty made by it contained in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement or any Ancillary Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not to be satisfiedso qualified becoming untrue or inaccurate in any material respect; provided, however, that the delivery of any notice pursuant to this Section 5.8 6.12 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior warranty, the failure to comply with any covenant, the date of this Agreement failure to meet any condition or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto of of: (Aa) 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 and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied satisfied; or (Bb) the failure of the Company UCMC, PSMH, PSMI, or ParentMerger 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 or any Ancillary Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8 6.5 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto Party shall promptly notify the other party hereto Party of (A) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party Party to effect the Merger and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied or (B) the failure of the Company or Parent, 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 or any Ancillary Agreement which would reasonably be expected to result in any condition to the obligations of any party Party to effect the Merger and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8 7.6 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party Party receiving such notice.

Certain Notices. 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 and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied satisfied, or (B) the failure of the Company or Parent, 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 or any Ancillary Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8 5.10 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice, except as provided in Section 7.1.9.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto of of: (Ai) the occurrence, occurrence or non-occurrence, occurrence of any event that would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by hereby or thereby this Agreement or any Ancillary Agreement not to be satisfied satisfied; or (Bii) the failure of the Company SYSX, TTM, or ParentMergerSub, 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 or any Ancillary Agreement which that would reasonably be expected to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by hereby or thereby this Agreement or any Ancillary Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8 6.5 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. 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 reasonably likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied or (B) the failure of the Company or Parent, 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 or any Ancillary Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after During the date of this Agreement until the Effective TimePre-Closing Period, 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 consummate the Merger Share Purchase and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied or (B) the failure of the Company or ParentPurchaser, 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 or any Ancillary Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect consummate the Merger Share Purchase and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8 5.6 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party parties 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 Mergers and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied or (B) the failure of the Company Aviza or ParentTrikon, 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 or any Ancillary Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger Mergers and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.8 5.9 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.