Notice and Cure. Seller and Los Pueblos will notify Purchaser in writing (where appropriate, through updates to the Disclosure Schedule) of, and contemporaneously will provide Purchaser with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance, as soon as practicable after it becomes Known to Seller, occurring after the date of this Agreement that causes any covenant or agreement of Seller under this Agreement to be breached or that renders untrue any representation or warranty of Seller contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. No notice given pursuant to this Section 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 or shall in any way limit Purchaser's right to seek indemnity under ARTICLE XI.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Station Casinos Inc), Asset Purchase Agreement (Station Casinos Inc)
Notice and Cure. Seller and Los Pueblos Sellers will notify Purchaser in writing (where appropriate, through updates to the Disclosure Schedule) of, and contemporaneously will provide Purchaser with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance, as soon as practicable after it becomes Known to SellerSellers, occurring after the date of this Agreement that causes or will cause any covenant or agreement of Seller Sellers under this Agreement to be breached or that renders or will render untrue any representation or warranty of Seller Sellers contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. No notice given pursuant to this Section 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 or shall in any way limit Purchaser's ’s right to seek indemnity under ARTICLE XI.Articles IX or X.
Appears in 2 contracts
Samples: Purchase Agreement (Viewpoint Corp), Purchase Agreement (Viewpoint Corp)
Notice and Cure. Seller and Los Pueblos Purchaser will notify Purchaser the Seller Representative in writing (where appropriateof, through updates and, to the Disclosure Schedule) ofextent not prohibited pursuant to confidentiality or other agreements, and contemporaneously will provide Purchaser the Seller Representative with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance, as soon as practicable after it becomes Known known to SellerPurchaser, occurring after the date of this Agreement that causes or will cause any covenant or agreement of Seller Purchaser under this Agreement to be breached or that renders or will render untrue any representation or warranty of Seller Purchaser contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. No notice given pursuant to this Section 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 or shall in any way limit Purchaser's Sellers’ right to seek indemnity under ARTICLE XIArticle XII.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Red Rock Resorts, Inc.), Membership Interest Purchase Agreement (Station Casinos LLC)
Notice and Cure. Seller and Los Pueblos will notify Purchaser in writing (where appropriate, through updates to the Disclosure Schedule) of, and contemporaneously will provide Purchaser with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable best efforts to cure before the Closing, any event, transaction or circumstance, as soon as practicable after it becomes Known to Seller, occurring after the date of this Agreement that causes or will cause any covenant or agreement of Seller under this Agreement to be breached or that renders or will render untrue any representation or warranty of Seller contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. No notice given pursuant to this Section 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 or shall in any way limit Purchaser's ’s right to seek indemnity indemnification under ARTICLE XI.Article X.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nevada Gold & Casinos Inc), Asset Purchase Agreement (Nevada Gold & Casinos Inc)
Notice and Cure. Seller and Los Pueblos Purchaser will notify Purchaser Seller in writing (where appropriate, through updates to the Disclosure Schedule) of, and contemporaneously will provide Purchaser Seller with true and complete copies of any and all information or documents relating to, and will use make all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance, as soon as practicable after it becomes Known comes to Sellerthe actual, occurring after current knowledge (without further inquiry) of the date persons identified on Schedule 1.01(I) and in any event before the Closing, any development, event, transaction or circumstance that (i) renders untrue in any material respect any representation or warranty of Purchaser contained in this Agreement that on or as of the Triggering Date or (ii) causes any covenant or agreement of Seller Purchaser under this Agreement to be breached or that renders untrue in any representation or warranty of Seller contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstancematerial respect. No notice notification given pursuant to this Section 6.04 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 or shall in any way limit Purchaser's Seller Indemnified Parties' right to seek indemnity under ARTICLE XIArticle XII.
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Notice and Cure. Seller and Los Pueblos Purchaser will notify Purchaser the Shareholders' Agent in writing (where appropriate, through updates to the Disclosure Schedule) of, and contemporaneously will provide Purchaser the Shareholders' Agent with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance, as soon as practicable after it becomes Known known to SellerPurchaser, occurring after the date of this Agreement that causes or will cause any covenant or agreement of Seller Purchaser under this Agreement to be breached or that renders or will render untrue any representation or warranty of Seller Purchaser contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. No notice given pursuant to this Section 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 or shall in any way limit Purchaser's the Shareholders' right to seek indemnity under ARTICLE XI.Article X.
Appears in 1 contract
Notice and Cure. Seller and Los Pueblos will notify Purchaser Buyer in writing (where appropriate, through updates to the Disclosure Schedule) of, and contemporaneously will provide Purchaser Xxxxxxx and Buyer with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance, as soon as practicable after it becomes Known to Seller, occurring after the date of this Agreement that causes or will cause any covenant or agreement of Seller under this Agreement to be breached or that renders or will render untrue in any material respect any representation or warranty of Seller contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. No notice given pursuant to this Section 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 or shall in any way limit PurchaserBuyer's right to seek indemnity under ARTICLE XI.Article ------- 11. --
Appears in 1 contract
Notice and Cure. Seller and Los Pueblos will notify Purchaser in writing (where appropriate, through updates to the Disclosure Schedule) of, and contemporaneously will provide Purchaser with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance, as soon as practicable after it becomes Known to Seller, occurring after the date of this Agreement that causes or will cause any covenant or agreement of Seller under this Agreement to be breached or that renders or will render untrue any representation or warranty of Seller contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. No notice given pursuant to this Section 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 or shall in any way limit Purchaser's right to seek indemnity under ARTICLE Article XI.
Appears in 1 contract
Notice and Cure. Seller and Los Pueblos Sellers will notify Purchaser in writing (where appropriate, through updates to the Disclosure Schedule) of, and contemporaneously will provide Purchaser with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance, as soon as practicable after it becomes Known to SellerSellers, occurring after the date of this Agreement that causes or will cause any covenant or agreement of Seller Sellers under this Agreement to be breached or that renders or will render untrue any representation or warranty of Seller Sellers contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. No notice given pursuant to this Section 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 or shall in any way limit Purchaser's right to seek indemnity under ARTICLE XIXII.
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Notice and Cure. (a) Seller and Los Pueblos will notify Purchaser Buyer in writing (where appropriate, through updates to the Disclosure ScheduleSchedules) of, and contemporaneously will provide Purchaser Buyer with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable best efforts to cure before the Closing, any event, transaction or circumstance, as soon as practicable after it becomes Known to Seller, occurring after the date of this Agreement that causes or will cause any covenant or agreement of Seller under this Agreement to be breached or that renders or will render untrue any representation or warranty of Seller contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. No notice given pursuant to this Section 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 or shall in any way limit Purchaser's Buyer’s right to seek indemnity indemnification under ARTICLE XISection 10.2(a).
Appears in 1 contract
Samples: Asset Purchase Agreement (Nevada Gold & Casinos Inc)
Notice and Cure. Seller and Los Pueblos Purchaser will notify Purchaser Parent and Sellers in --------------- writing (where appropriate, through updates to the Disclosure Schedule) of, and contemporaneously will provide Purchaser Parent and Sellers with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance, as soon as practicable after it becomes Known comes to Sellerthe Knowledge of Purchaser, occurring after the date of this Agreement that causes any covenant or agreement of Seller Purchaser under this Agreement to be breached or that renders untrue in any material respect any representation or warranty of Seller Purchaser contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. No notice given pursuant to this Section 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 or shall in any way limit Purchaser's Sellers' Indemnified Parties' right to seek indemnity under ARTICLE Article XI.. ----------
Appears in 1 contract
Samples: Purchase and Sale Agreement (Majestic Star Casino LLC)
Notice and Cure. Seller and Los Pueblos will notify Purchaser in writing (where --------------- appropriate, through updates to the Disclosure Schedule) of, and contemporaneously will provide Purchaser with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance, as soon as practicable after it becomes Known known to Seller, occurring after the date of this Agreement that causes or will cause any covenant or agreement of Seller under this Agreement to be breached or that renders or will render untrue any representation or warranty of Seller contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. No notice given pursuant to this Section 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 or shall in any way limit Purchaser's right to seek indemnity under ARTICLE XI.Article VIII. ------------
Appears in 1 contract
Samples: Stock Purchase Agreement (Prosoft I Net Solutions Inc)
Notice and Cure. Seller and Los Pueblos Sellers will notify Purchaser in writing (where appropriate, through updates to the Disclosure Schedule) of, and contemporaneously will provide Purchaser with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance, as soon as practicable after it becomes Known to SellerSellers, occurring after the date of this Agreement that causes or will cause any covenant or agreement of Seller Sellers under this Agreement to be breached or that renders or will render untrue any representation or warranty of Seller Sellers contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. No notice given pursuant to this Section 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 or shall in any way limit Purchaser's ’s right to seek indemnity indemnification under ARTICLE Article XI.
Appears in 1 contract
Notice and Cure. Seller and Los Pueblos Sellers will notify Purchaser in writing (where appropriate, through updates to the Disclosure Schedule) of, and contemporaneously will provide Purchaser with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance, as soon as practicable after it becomes Known to SellerSellers, occurring after the date of this Agreement that causes or will cause any covenant or agreement of Seller Sellers under this Agreement to be breached or that renders or will render untrue any representation or warranty of Seller Sellers contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. No notice given pursuant to this Section 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 or shall in any way limit Purchaser's right to seek indemnity under ARTICLE XIherein.
Appears in 1 contract
Samples: Asset Purchase Agreement (Graham Field Health Products Inc)
Notice and Cure. Seller and Los Pueblos will notify Purchaser in writing (where appropriate, through updates to the Disclosure Schedule) of, and contemporaneously will provide Purchaser with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance, as soon as practicable after it becomes Known to Seller, occurring after the date of this Agreement that causes or will cause any covenant or agreement of Seller under this Agreement to be breached or that renders or will render untrue any representation or warranty of Seller contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. No notice given pursuant to this Section 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 or shall in any way limit Purchaser's right to seek indemnity under ARTICLE XI.
Appears in 1 contract
Samples: Stock Purchase Agreement (Steinway Musical Instruments Inc)
Notice and Cure. Seller and Los Pueblos Sellers will notify Purchaser in writing (where appropriate, through updates to the Disclosure Schedule) of, and contemporaneously will provide Purchaser with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance, as soon as practicable after it becomes Known to SellerSellers, occurring after the date of this Agreement that causes or will cause any covenant or agreement of Seller under this Agreement to be breached or that renders or will render untrue any representation or warranty of Seller Sellers contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. No notice given pursuant to this Section 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 or shall in any way limit Purchaser's right to seek indemnity under ARTICLE XIArticle XII.
Appears in 1 contract
Samples: Stock Purchase Agreement (Key Components Finance Corp)
Notice and Cure. Seller and Los Pueblos The Shareholders will notify Purchaser in writing (where appropriate, through updates to the Disclosure ScheduleLetter) of, and contemporaneously will provide Purchaser with true and complete copies of any and all information or documents relating to, and will use all commercially reasonable efforts to cure before the Closing, any event, transaction or circumstance, as soon as practicable after it becomes Known to Sellerthe Shareholders, occurring after the date of this Agreement that causes or will cause any covenant or agreement of Seller the Shareholders under this Agreement to be breached or that renders or will render untrue any representation or warranty of Seller the Shareholders contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. No notice given pursuant to this Section 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 or shall in any way limit Purchaser's right to seek indemnity under ARTICLE XI.Article X.
Appears in 1 contract