Common use of Cooperation; Notice; Cure Clause in Contracts

Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date of this Agreement until the Closing Date, each of the Parties shall confer on a regular and frequent basis with one or more representatives of the other Parties to report on the general status of ongoing operations. WWR shall promptly provide PharmaHub or its counsel, and PharmaHub shall promptly provide WWR or its counsel with copies of any filings any of them made with any governmental entity in connection with this Agreement and the transactions contemplated by this Agreement. Each of the Parties shall notify the others of, and will use all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practical after it becomes known to such party, that causes or will cause any covenant or agreement of the Parties pursuant to this Agreement to be breached or that renders or will render untrue any representation or warranty of the Parties contained in this Agreement. Each of the Parties shall also notify the others in writing of, and will use all commercially reasonable efforts to cure, before the Closing Date, any violation or breach, as soon as practical after it becomes known to such party, of any representation, warranty, covenant or agreement made by the Parties. No notice given pursuant to this Paragraph “D” of this Article “7” of this Agreement shall have any effect upon the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained in this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (China PharmaHub Corp.), Merger Agreement (World Wide Relics Inc.)

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Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date of this Agreement until the Closing Date, each of the Parties PharmaHub and WWR shall confer on a regular and frequent basis with one or more representatives of the other Parties party to report on the general status of ongoing operations. WWR shall promptly provide PharmaHub or its counsel, and PharmaHub shall promptly provide WWR or its counsel with copies of any all of its filings any of them made with the SEC or with any governmental entity Governmental Entity in connection with this Agreement Agreement, the Merger and the transactions contemplated by this Agreementhereby and thereby. Each of the Parties PharmaHub and WWR shall notify the others other of, and will use all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practical after it becomes known to such party, that causes or will cause any covenant or agreement of the Parties pursuant to PharmaHub or WWR under this Agreement to be breached or that renders or will render untrue any representation or warranty of the Parties PharmaHub or WWR contained in this Agreement. Each of the Parties PharmaHub and WWR also shall also notify the others other in writing of, and will use all commercially reasonable efforts to cure, before the Closing Date, any violation or breach, as soon as practical after it becomes known to such party, of any representation, warranty, covenant or agreement made by the PartiesPharmaHub or WWR. No notice given pursuant to this Paragraph “D” of this Article “7” of this Agreement paragraph shall have any effect upon on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained in this Agreementherein.

Appears in 2 contracts

Samples: Merger Agreement (China PharmaHub Corp.), Merger Agreement (World Wide Relics Inc.)

Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date of this Agreement until the Closing Date, each of the Parties parties shall confer on a regular and frequent basis with one or more representatives of the other Parties parties to report on the general status of ongoing operations. WWR POST shall promptly provide PharmaHub or its counsel, and PharmaHub shall promptly provide WWR GADV or its counsel with copies of any filings any of them made with any governmental entity in connection with this Agreement and the transactions contemplated by this Agreementhereby and thereby. Each of the Parties parties shall notify the others of, and will use all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practical after it becomes known to such party, that causes or will cause any covenant or agreement of the Parties parties pursuant to this Agreement to be breached or that renders or will render untrue any representation or warranty of the Parties parties contained in this Agreement. Each of the Parties parties shall also notify the others in writing of, and will use all commercially reasonable efforts to cure, before the Closing Date, any violation or breach, as soon as practical after it becomes known to such party, of any representation, warranty, covenant or agreement made by the Partiesparties. No notice given pursuant to this Paragraph “D” of this Article “7” of this Agreement paragraph shall have any effect upon on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained in this Agreementherein. 19.

Appears in 1 contract

Samples: Acquisition Agreement by And (COPsync, Inc.)

Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date of this Agreement until the Closing Date, each of the Parties parties shall confer on a regular and frequent basis with one or more representatives of the other Parties party to report on the general status of ongoing operations. WWR Industrial Enterprises shall promptly provide PharmaHub or its counsel, and PharmaHub shall promptly provide WWR Unifide or its counsel with copies of any all of its filings any of them made with the SEC or with any governmental entity in connection with this Agreement and Agreement, the transactions contemplated by this Agreementhereby and thereby. Each of the Parties parties shall notify the others other of, and will use all commercially reasonable efforts to cure before the Closing Date, any event, transaction 50 or circumstance, as soon as practical after it becomes known to such party, that causes or will cause any covenant or agreement of the Parties parties pursuant to this Agreement to be breached or that renders or will render untrue any representation or warranty of the Parties parties contained in this Agreement. Each of the Parties parties shall also notify the others other in writing of, and will use all commercially reasonable efforts to cure, before the Closing Date, any violation or breach, as soon as practical after it becomes known to such party, of any representation, warranty, covenant or agreement made by the Partiesparties. No notice given pursuant to this Paragraph “D” of this Article “7” of this Agreement paragraph shall have any effect upon on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained in this Agreementherein.

Appears in 1 contract

Samples: Acquisition Agreement (Industrial Enterprises of America, Inc.)

Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date of this Agreement until the Closing Date, each of the Parties shall confer on a regular and frequent basis with one or more representatives of the other Parties to report on the general status of ongoing operations. WWR Aclor shall promptly provide PharmaHub Metiscan or its counsel, and PharmaHub Metiscan shall promptly provide WWR Aclor or its counsel with copies of any filings any of them made with any governmental entity in connection with this Agreement and the transactions contemplated by this Agreement. Each of the Parties shall notify the others of, and will use all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practical after it becomes known to such party, that causes or will cause any covenant or agreement of the Parties pursuant to this Agreement to be breached or that renders or will render untrue any representation or warranty of the Parties contained in this Agreement. Each of the Parties shall also notify the others in writing of, and will use all commercially reasonable efforts to cure, before the Closing Date, any violation or breach, as soon as practical after it becomes known to such party, of any representation, warranty, covenant or agreement made by the Parties. No notice given pursuant to this Paragraph “DE” of this Article “78” of this Agreement shall have any effect upon the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained in this Agreement.

Appears in 1 contract

Samples: Acquisition Agreement (Metiscan, Inc.)

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Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date of this Agreement until the Closing Date, each of the Parties parties shall confer on a regular and frequent basis with one or more representatives of the other Parties party to report on the general status of ongoing operations. WWR Industrial Enterprises shall promptly provide PharmaHub or its counsel, and PharmaHub shall promptly provide WWR Todays or its counsel with copies of any all of its filings any of them made with the SEC or with any governmental entity in connection with this Agreement and Agreement, the transactions contemplated by this Agreementhereby and thereby. Each of the Parties parties shall notify the others other of, and 47 will use all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practical after it becomes known to such party, that causes or will cause any covenant or agreement of the Parties parties pursuant to this Agreement to be breached or that renders or will render untrue any representation or warranty of the Parties parties contained in this Agreement. Each of the Parties parties shall also notify the others other in writing of, and will use all commercially reasonable efforts to cure, before the Closing Date, any violation or breach, as soon as practical after it becomes known to such party, of any representation, warranty, covenant or agreement made by the Partiesparties. No notice given pursuant to this Paragraph “D” of this Article “7” of this Agreement paragraph shall have any effect upon on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained in this Agreementherein.

Appears in 1 contract

Samples: Acquisition Agreement (Industrial Enterprises of America, Inc.)

Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date of this Agreement until the Closing Date, each of the Parties parties shall confer on a regular and frequent basis with one or more representatives of the other Parties parties to report on the general status of ongoing operations. WWR Novopelle or the Novopelle Members, as the case may be, shall promptly provide PharmaHub or its counsel, and PharmaHub shall promptly provide WWR the Company or its counsel with copies of any filings any of them made with any governmental entity in connection with this Agreement and the transactions contemplated by this Agreementhereby and thereby. Each of the Parties parties shall notify the others of, and will use all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practical after it becomes known to such party, that causes or will cause any covenant or agreement of the Parties parties pursuant to this Agreement to be breached or that renders or will render untrue any representation or warranty of the Parties parties contained in this Agreement. Each of the Parties parties shall also notify the others in writing of, and will use all commercially reasonable efforts to cure, before the Closing Date, any violation or breach, as soon as practical after it becomes known to such party, of any representation, warranty, covenant or agreement made by the Partiesparties. No notice given pursuant to this Paragraph “D” of this Article “7” of this Agreement paragraph shall have any effect upon on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained in this Agreementherein.

Appears in 1 contract

Samples: Share Exchange Agreement (American International Holdings Corp.)

Cooperation; Notice; Cure. Subject to compliance with ------------------------- applicable law, from the date of this Agreement hereof until the Closing DateEffective Time, each of the Parties EFTC, TBF II and K*TEC shall confer on a regular and frequent basis with one or more representatives of the other Parties party to report on the general status of ongoing operations. WWR operations and shall promptly provide PharmaHub or its counsel, and PharmaHub shall promptly provide WWR the other party or its counsel with copies of any all filings any of them made by such party with any governmental entity Governmental Entity in connection with this Agreement Agreement, the Mergers and the transactions contemplated by this Agreementhereby and thereby. Each of the Parties EFTC, TBF II and K*TEC shall promptly notify the others other in writing of, and will use all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practical after it becomes known to such party, that causes or will cause any covenant or agreement of the Parties pursuant to EFTC, TBF II or K*TEC under this Agreement to be breached or that renders or will render untrue any representation or warranty of the Parties EFTC, TBF II or K*TEC contained in this Agreement. Each of the Parties shall also notify the others in writing of, and will use all commercially reasonable efforts to cure, before the Closing Date, any violation or breach, as soon as practical after it becomes known to such party, of any representation, warranty, covenant or agreement made by the Parties. No notice given pursuant to this Paragraph “D” of this Article “7” of this Agreement paragraph shall have any effect upon on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained in this Agreementherein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thayer Blum Funding LLC)

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