Common use of Notice and Cure Provisions Clause in Contracts

Notice and Cure Provisions. (a) Each Party shall promptly notify the other Party in writing of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with its terms, of any event or state of facts which occurrence or failure would, or would reasonably be expected to: (i) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) give rise to or result in, a failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement; or (iii) result in the failure to satisfy any of the conditions precedent in its favour contained in Sections 6.1, 6.2 or 6.3, as the case may be, in each case to the extent that the conditions in Section 6.2(a) and Section 6.2(b), in the case of Kirkland's representations, warranties and covenants, and Section 6.3(a) and Section 6.3(b), in the case of Agnico's representations, warranties and covenants, would not be capable of being satisfied at any time from the date hereof until the Effective Date. (b) Notification provided under this Section 4.10 will not affect the representations, warranties, covenants, conditions, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (c) Xxxxxxxx may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(a)(iii)(A) [

Notice and Cure Provisions. (a) Each Party shall promptly notify will give prompt notice to the other Party in writing of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with pursuant to its terms, terms and the Effective Time of any event or state of facts which occurrence or failure would, or would reasonably be expected likely to: (ia) cause any of the representations or warranties of such any Party contained in this Agreement herein to be untrue or inaccurate in any material respect;respect on the date hereof or at the Effective Time (provided that this paragraph (a) shall not apply in the case of any event or state of facts resulting from actions or omissions of Xxxxxx which are permitted or required by this Agreement); or (iib) give rise to or result in, a in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such any Party under this Agreement; or (iii) result in the failure to satisfy any of the conditions precedent in its favour contained in Sections 6.1, 6.2 or 6.3, as the case may be, in each case hereunder prior to the extent that the conditions in Section 6.2(a) and Section 6.2(b), in the case of Kirkland's representations, warranties and covenants, and Section 6.3(a) and Section 6.3(b), in the case of Agnico's representations, warranties and covenants, would not be capable of being satisfied at any time from the date hereof until the Effective Date. (b) Notification provided under this Section 4.10 will not affect the representations, warranties, covenants, conditions, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (c) Xxxxxxxx Time. HudBay may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(a)(iii)(ASections 8.2.1(c)(ii) [and 8.2.1(c)(iii) and Xxxxxx may not exercise its right to terminate this Agreement pursuant to Sections 8.2.1(d)(ii) and 8.2.1(d)(iii), unless the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfilment of the applicable condition or termination right, as the case may be.

Notice and Cure Provisions. (a1) Each Party shall promptly notify the other Party in writing Parties of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with its terms, of any event or state of facts which occurrence or failure would, or would be reasonably be expected likely to: (ia) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect;respect at any time from the date of this Agreement to the Effective Time if such failure to be true or accurate would cause any condition in Section 6.2(1) [Company Representations and Warranties Condition] or Section 6.3(1) [Purchaser Representations and Warranties Condition], as applicable, to not be satisfied; or (iib) give rise to or result in, a in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement; orAgreement if such failure to comply would cause any condition in Section 6.2(2) [Company Covenants Condition] or Section 6.3(2) [Purchaser Covenants Condition], as applicable, to not be satisfied; (iii) result in the failure to satisfy any of the conditions precedent in its favour contained in Sections 6.1, 6.2 or 6.3, as the case may be, in each case to the extent that the conditions in Section 6.2(a) and Section 6.2(b), in the case of Kirkland's representations, warranties and covenants, and Section 6.3(a) and Section 6.3(b), in the case of Agnico's representations, warranties and covenants, would not be capable of being satisfied at any time from the date hereof until the Effective Date. (b2) Notification provided under this Section 4.10 4.9 will not affect the representations, warranties, covenants, conditions, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. In addition, the failure by any Party to provide a notification pursuant to Section 4.9(1) shall not be considered in determining whether any condition in Section 6.2, Section 6.3(1) or Section 6.3(2) has been satisfied. (c3) Xxxxxxxx The Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(a)(iii)(A7.2(1)(d)(i) [

Notice and Cure Provisions. (a1) Each Party shall promptly notify During the other Party in writing of the occurrence, or failure to occur, at any time from period commencing on the date hereof of this Agreement and continuing until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with its terms, each Party shall promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts of which it has knowledge which occurrence or failure would, or would be reasonably be expected likely to: (ia) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect;respect at any time from the date of this Agreement to the Effective Time; or (iib) give rise to or result in, a in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement; or (iii) result in the failure to satisfy any of the conditions precedent in its favour contained in Sections 6.1, 6.2 or 6.3, as the case may be, in each case to the extent that the conditions in Section 6.2(a) and Section 6.2(b), in the case of Kirkland's representations, warranties and covenants, and Section 6.3(a) and Section 6.3(b), in the case of Agnico's representations, warranties and covenants, would not be capable of being satisfied at any time from the date hereof until the Effective Date. (b2) Notification provided under this Section 4.10 4.9 will not affect the representations, warranties, covenants, conditions, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (c3) Xxxxxxxx The Corporation may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(a)(iii)(A7.2(1)(c)(i) [Breach of Representations and Warranties or Covenants by the Purchaser] and the Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(d)(i) [

Notice and Cure Provisions. (a1) Each Party shall promptly notify During the other Party in writing of the occurrence, or failure to occur, at any time from period commencing on the date hereof of this Agreement and continuing until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with its terms, each Party shall promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably be expected likely to: (ia) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect;respect at any time from the date of this Agreement to the Effective Time; or (iib) give rise to or result in, a in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement; or (iii) result in the failure to satisfy any of the conditions precedent in its favour contained in Sections 6.1, 6.2 or 6.3, as the case may be, in each case to the extent that the conditions in Section 6.2(a) and Section 6.2(b), in the case of Kirkland's representations, warranties and covenants, and Section 6.3(a) and Section 6.3(b), in the case of Agnico's representations, warranties and covenants, would not be capable of being satisfied at any time from the date hereof until the Effective Date. (b2) Notification provided under this Section 4.10 4.9 will not affect the representations, warranties, covenants, conditions, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (c3) Xxxxxxxx The Corporation may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(a)(iii)(A7.2(1)(c)(i) [Breach of Representations and Warranties or Covenants by the Purchaser] and the Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(d)(i) [

Notice and Cure Provisions. (a) Each Party shall promptly notify the other Party in writing of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with its terms, of any event or state of facts which occurrence or failure would, or would be reasonably be expected likely to: (i) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect;respect at any time from the date of this Agreement to the Effective Time if such failure to be true or accurate would cause any condition in Section 6.2(a) [Target Representations and Warranties Conditions] or Section 6.3(a) [Purchaser Representations and Warranties Conditions], as applicable, not to be satisfied; or (ii) give rise to or result in, a in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by such Party under this Agreement; or (iii) result in the Agreement if such failure to satisfy comply would cause any of the conditions precedent in its favour contained in Sections 6.1, 6.2 or 6.3, as the case may be, in each case to the extent that the conditions condition in Section 6.2(a6.2(b) and Section 6.2(b), in the case of Kirkland's representations, warranties and covenants, and Section 6.3(a) and [Target Covenants Condition] or Section 6.3(b), in the case of Agnico's representations, warranties and covenants, would ) [Purchaser Covenants Condition] not to be capable of being satisfied at any time from the date hereof until the Effective Datesatisfied. (b) Notification provided under this Section 4.10 4.12 will not affect the representations, warranties, covenants, conditions, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. In addition, the failure by a Party to provide a notification pursuant to Section 4.12(a) shall not be considered in determining whether any condition in Section 6.2, Section 6.3(a) or Section 6.3(b) has been satisfied. (c) Xxxxxxxx The Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(a)(iii)(A7.2(a)(iv)(A) [

Notice and Cure Provisions. ‌ (a) Each Party shall promptly notify the other Party in writing of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with its terms, of any event or state of facts which occurrence or failure would, or would reasonably be expected to: (i) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) give rise to or result in, a failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement; or (iii) result in the failure to satisfy any of the conditions precedent in its favour contained in Sections 6.1, 6.2 or 6.3, as the case may be, in each case to the extent that the conditions in Section 6.2(a) and Section 6.2(b), in the case of Kirkland's Xxxxxxxx’x representations, warranties and covenants, and Section 6.3(a) and Section 6.3(b), in the case of Agnico's ’s representations, warranties and covenants, would not be capable of being satisfied at any time from the date hereof until the Effective Date. (b) Notification provided under this Section 4.10 will not affect the representations, warranties, covenants, conditions, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (c) Xxxxxxxx may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(a)(iii)(A) [