Common use of Cooperation; Notice; Cure Clause in Contracts

Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date hereof until the Effective Time, each of Parent and the Company shall confer on a regular and frequent basis with one or more Representatives of the other Party to report on the general status of ongoing operations. Each of Parent and the Company shall promptly notify the 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 reasonably practicable after it becomes known to such Party, that causes or will cause any covenant or agreement of Parent or the Company, as the case may be, under this Agreement to be breached in any material respect or that renders or will render untrue in any material respect any representation or warranty of Parent or the Company contained in this Agreement. No notice given pursuant to this paragraph shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pan Pacific Retail Properties Inc), Agreement and Plan of Merger (Center Trust Inc), Agreement and Plan of Merger (Lazard Freres Real Estate Investors LLC)

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Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date hereof until the Effective Time, each of Parent and the Company shall confer on a regular and frequent basis with Parent and one or more of its Representatives of the other Party to report on the general status of ongoing operations. Each of Parent and the Company shall promptly notify the 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 reasonably practicable after it becomes known to such Party, that causes or will cause any covenant of its covenants or agreement of Parent or the Company, as the case may be, agreements under this Agreement to be breached in any material respect or that renders or will render untrue in any material respect any representation of its representations or warranty of Parent or the Company warranties contained in this Agreement. No notice given pursuant to this paragraph shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pan Pacific Retail Properties Inc), Agreement and Plan of Merger (Kimco Realty Corp)

Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date hereof until the Effective Time, each of Parent Acquiror and the Company shall confer on a regular and frequent basis with one or more Representatives representatives of the other Party party to report on the general status of ongoing operations. Each of Parent Acquiror and the Company shall promptly notify the other in writing of, and will use all commercially reasonable best efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as reasonably practicable practical after it becomes known to such Partyparty, that causes or will cause any covenant or agreement of Parent Acquiror or the Company, as the case may be, under this Agreement to be breached in any material respect or that renders or will render untrue in any material respect any representation or warranty of Parent Acquiror or the Company contained in this Agreement. No notice given pursuant to this paragraph shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mattel Inc /De/), Agreement and Plan of Merger (Learning Co Inc)

Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date hereof until the Effective Time, each of Parent and the Company shall confer on a regular and frequent basis as reasonably requested by Buyer with one or more Representatives representatives of the other Party Buyer to report on the general status of ongoing operationsoperations of Company and its Subsidiary. Each of Parent Company and the Company Buyer shall promptly notify the 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 reasonably practicable practical after it becomes known to such Partyparty, that causes or will cause any covenant or agreement of Parent Company or the Company, as the case may be, Buyer under this Agreement to be breached in any material respect or that renders or will render untrue in any material respect any representation or warranty of Parent Company or the Company Buyer contained in this Agreement. No notice given pursuant to this paragraph shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Unisource Energy Corp)

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Cooperation; Notice; Cure. Subject to compliance with applicable law, ------------------------- from the date hereof until the Effective Time, each of Parent and the Company Target shall confer on a regular and frequent basis with one or more Representatives representatives of the other Party party to report on the general status of ongoing operations. Each of Parent and the Company Target shall promptly notify the 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 reasonably practicable practical after it becomes known to such Partyparty, that causes or will cause any covenant or agreement of Parent or the CompanyTarget, as the case may be, under this Agreement to be breached in any material respect or that renders or will render untrue in any material respect any representation or warranty of Parent or the Company Target contained in this Agreement. No notice given pursuant to this paragraph shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Interpore International Inc /De/)

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