Common use of Notice of Breaches Clause in Contracts

Notice of Breaches. a. The Company and each Purchaser shall give prompt written notice to the other of any breach by it of any representation, warranty or other agreement contained in this Agreement or in the Transaction Documents, as well as any events or occurrences arising after the date hereof and prior to the Closing Date, which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be incorrect or breached as of the Closing Date provided such notice will not constitute material non-public information. However, no disclosure by either party pursuant to this Section 3.7 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein or in the Transaction Documents.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Thermoview Industries Inc), Securities Purchase Agreement (Signal Apparel Company Inc), Securities Purchase Agreement (Agribiotech Inc)

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Notice of Breaches. a. (a) The Company and each the Purchaser shall give prompt written notice to the other of any breach by it of any representation, warranty or other agreement contained in this Agreement or in the Transaction DocumentsRegistration Rights Agreement, as well as any events or occurrences arising after the date hereof and prior to the Closing Date, Date which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be incorrect or breached as of the such Closing Date provided such notice will not constitute material non-public information. However, no disclosure by either party pursuant to this Section 3.7 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein or in the Transaction DocumentsRegistration Rights Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Geron Corporation), Securities Purchase Agreement (Geron Corporation)

Notice of Breaches. a. The Company and each Purchaser shall give prompt written notice to the other of any breach by it of any representation, warranty or other agreement contained in this Agreement or in the Transaction Documents, as well as any events or occurrences arising after the date hereof and prior to the Closing Date, which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be incorrect or breached as of the Closing Date provided such notice will not constitute material non-public information. However, no disclosure by either party pursuant to this Section 3.7 3.5 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein or in the Transaction Documents.

Appears in 2 contracts

Samples: Securities Purchase Agreement (International Isotopes Inc), Securities Purchase Agreement (International Isotopes Inc)

Notice of Breaches. a. The Company and each Purchaser shall give prompt written notice to the other of any breach by it of any representation, warranty or other agreement contained in this Agreement or in the Transaction Documents, as well as any events or occurrences arising after the date hereof and prior to the Closing Date, which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be incorrect or breached as of the Closing Date Date; provided such notice will not constitute material non-public information. However, no disclosure by either party pursuant to this Section 3.7 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein or in the Transaction Documents.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Igen International Inc /De), Securities Purchase Agreement (Provident American Corp)

Notice of Breaches. a. The (a) Each of the Company and each Purchaser shall give prompt written notice to the other of any breach by it of any representation, warranty or other agreement contained in this Agreement Agreement, the Debentures, the Warrants or in the Transaction DocumentsRegistration Rights Agreement, as well as any events or occurrences arising after the date hereof and prior to the any Closing Date, which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be incorrect or breached as of the such Closing Date provided such notice will not constitute material non-public informationDate. However, no disclosure by either any party pursuant to this Section 3.7 3.8 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein or in the Transaction DocumentsRegistration Rights Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Team Communication Group Inc), Securities Purchase Agreement (Team Communication Group Inc)

Notice of Breaches. a. The (a) Each of the Company and each Purchaser shall give prompt written notice to the other of any breach by it such party of any representation, warranty or other agreement contained in this Agreement Agreement, the Certificate of Designation, the Warrants or in the Transaction DocumentsRegistration Rights Agreement, as well as any events or occurrences arising after the date hereof and prior to the any Closing Date, which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be incorrect or breached as of the such Closing Date provided such notice will not constitute material non-public informationDate. However, no disclosure by either any party pursuant to this Section 3.7 3.8 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein or in the Transaction DocumentsRegistration Rights Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Imaging Technologies Corp/Ca)

Notice of Breaches. a. The (a) Each of the Company and each Purchaser shall give prompt written notice to the other of any breach by it of any representation, warranty or other agreement contained in this Agreement or in the Transaction DocumentsRegistration Rights Agreement, as well as any events or occurrences arising after the date hereof and prior to the Series B Closing Date, Date which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be incorrect or breached as of the such Closing Date provided such notice will not constitute material non-public informationDate. However, no disclosure by either party pursuant to this Section 3.7 3.9 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein or in the Transaction DocumentsRegistration Rights Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Oncormed Inc)

Notice of Breaches. a. The (a) Each of the Company and each Purchaser shall give prompt written notice to the other of any breach by it of any representation, warranty or other agreement contained in this Agreement Agreement, the Debentures, the Warrants or in the Transaction DocumentsRegistration Rights Agreement, as well as any events or occurrences arising after the date hereof and prior to the Closing Date, which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be incorrect or breached as of the Closing Date provided such notice will not constitute material non-public informationDate. However, no disclosure by either any party pursuant to this Section 3.7 3.8 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein or in the Transaction DocumentsRegistration Rights Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Team Communication Group Inc)

Notice of Breaches. a. The (a) Each of the Company and each Purchaser shall give prompt written notice to the other of any breach by it of any representation, warranty or other agreement contained in this Agreement Agreement, the Certificate of Designation, the Warrants or in the Transaction DocumentsRegistration Rights Agreement, as well as any events or occurrences arising after the date hereof and prior to the any Closing Date, which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be incorrect or breached as of the such Closing Date provided such notice will not constitute material non-public informationDate. However, no disclosure by either any party pursuant to this Section 3.7 3.8 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein or in the Transaction DocumentsRegistration Rights Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Imaging Technologies Corp/Ca)

Notice of Breaches. a. The Each of the Company and each the Purchaser shall ------------------ give prompt written notice to the other of any breach by it of any representation, warranty or other agreement contained in this Agreement or in the Transaction DocumentsRegistration Rights Agreement, as well as any events or occurrences arising after the date hereof and prior to the either Closing Date, Date which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be incorrect or breached as of the such Closing Date provided such notice will not constitute material non-public informationDate. However, no disclosure or failure to make such disclosure by either any party pursuant to this Section 3.7 313 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein or in the Transaction DocumentsRegistration Rights Agreement.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Autonomous Technologies Corp)

Notice of Breaches. a. The (a) Each of the Company and each the Purchaser shall give prompt written notice to the other of any breach by it of any representation, warranty or other agreement contained in this Agreement Agreement, the Debentures or in the Transaction DocumentsRegistration Rights Agreement, as well as any events or occurrences arising after the date hereof and prior to the any Closing Date, which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be incorrect or breached as of the such Closing Date provided such notice will not constitute material non-public informationDate. However, no disclosure by either any party pursuant to this Section 3.7 3.8 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein or in the Transaction DocumentsRegistration Rights Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Team Communication Group Inc)

Notice of Breaches. a. The Company and each the Purchaser shall give prompt written notice to the other of any breach by it of any representation, warranty or other agreement contained in this Agreement or in the Transaction Documents, as well as any events or occurrences arising after the date hereof and prior to the applicable Closing Date, which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be incorrect or breached as of the applicable Closing Date provided such notice will not constitute material non-public information. However, no disclosure by either party pursuant to this Section 3.7 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein or in the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Uniview Technologies Corp)

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Notice of Breaches. a. The Company and each Purchaser shall give prompt written notice to the other of any breach by it of any representation, warranty or other agreement contained in this Agreement or in the Transaction Documents, as well as any events or occurrences arising after the date hereof and prior to the Closing Date, which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be incorrect or breached as of the Closing Date Date; provided such notice will not constitute material non-public information. However, no disclosure by either party pursuant to this Section 3.7 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein or in the Transaction DocumentsDocuments unless the Purchasers consummate the Closing after receiving such disclosure.

Appears in 1 contract

Samples: Securities Purchase Agreement (Boston Life Sciences Inc /De)

Notice of Breaches. a. The Company and each Purchaser shall give prompt written notice to the other of any breach by it of any representation, warranty or other agreement contained in this Agreement or in the Transaction DocumentsRegistration Rights Agreement, as well as any events or occurrences arising after the date hereof and prior to the Closing Date, which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be incorrect or breached as of the Closing Date Date; provided such notice will not constitute material non-public information. However, no disclosure by either party pursuant to this Section 3.7 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein or in the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Provident American Corp)

Notice of Breaches. a. The Company and each Purchaser Holder shall give prompt written notice to the other of any breach by it of any representation, warranty or other agreement contained in this Agreement or in the Transaction Documents, as well as any events or occurrences arising after the date hereof and prior to the Closing Date, which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be incorrect or breached as of the Closing Date Date; provided such notice will not constitute material non-public information. However, no disclosure by either party pursuant to this Section 3.7 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein or in the Transaction Documents.

Appears in 1 contract

Samples: Exchange Agreement (Healthaxis Inc)

Notice of Breaches. a. The Company and each Purchaser shall give prompt written notice to the other of any breach by it of any representation, warranty or other agreement contained in this Agreement or in the Transaction Documents, as well as any events or occurrences arising after the date hereof and prior to the applicable Closing Date, which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be incorrect or breached as of the applicable Closing Date provided such notice will not constitute material non-public information. However, no disclosure by either party pursuant to this Section 3.7 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein or in the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Uniview Technologies Corp)

Notice of Breaches. a. The (a) Each of the Company and each the Purchaser shall give prompt written notice to the other of any breach by it of any representation, warranty or other agreement contained in this Agreement or in the Transaction DocumentsRegistration Rights Agreement, as well as any events or occurrences arising after the date hereof and prior to the Series B Closing Date, Date and the Series C Closing Date which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be incorrect or breached as of the such Closing Date provided such notice will not constitute material non-public informationDate. However, no disclosure by either party pursuant to this Section 3.7 3.9 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein or in the Transaction DocumentsRegistration Rights Agreement.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Usci Inc)

Notice of Breaches. a. The (a) Each of the Company and each Purchaser Investor shall give prompt written notice to the other of any breach by it of any representation, warranty or other agreement contained in this Agreement Agreement, the Certificate of Designation, the Warrants or in the Transaction DocumentsRegistration Rights Agreement, as well as any events or occurrences arising after the date hereof and prior to the Closing Date, which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be incorrect or breached as of the Closing Date provided such notice will not constitute material non-public informationDate. However, no disclosure by either any party pursuant to this Section 3.7 3.8 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein or in the Transaction DocumentsRegistration Rights Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Finantra Capital Inc)

Notice of Breaches. a. The (a) Each of the Company and each Purchaser shall give prompt written notice to the other of any material breach by it of any representation, warranty or other agreement contained in this Agreement Agreement, any other Transaction Document, the Certificate of Amendment or in the Transaction DocumentsCertificate of Designation, as well as any events or occurrences arising after the date hereof and prior to the any Closing Date, which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be materially incorrect or breached as of the such Closing Date provided such notice will not constitute material non-public informationDate. However, no disclosure by either any party pursuant to this Section 3.7 3.8 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein or in the Transaction DocumentsRegistration Rights Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (World Wide Wireless Communications Inc)

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