Common use of Notice of Breaches Clause in Contracts

Notice of Breaches. (a) From the date of this Agreement until the Closing, the Seller shall promptly deliver to the Buyer supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation, warranty or statement in this Agreement or the Disclosure Schedule inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement or the Disclosure Schedule. (b) From the date of this Agreement until the Closing, the Buyer shall promptly deliver to the Seller supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation or warranty in this Agreement inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation or warranty in this Agreement.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Apellis Pharmaceuticals, Inc.), Asset Purchase Agreement (Apellis Pharmaceuticals, Inc.), Asset Purchase Agreement (Bottomline Technologies Inc /De/)

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Notice of Breaches. (a) From the date of this Agreement until the Closing, the Seller shall promptly deliver to the Buyer supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation, warranty or statement in this Agreement or the Disclosure Schedule inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement or the Disclosure Schedule. (b) From the date of this Agreement until the Closing, the Buyer shall promptly deliver to the Seller supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation or warranty in this Agreement inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation or warranty in this Agreement.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Optelecom-Nkf, Inc.), Asset Purchase Agreement (Ss&c Technologies Inc), Asset Purchase Agreement (World Energy Solutions, Inc.)

Notice of Breaches. (a) From the date of this Agreement until the ClosingEffective Time, the Seller Company shall promptly deliver to the Buyer supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation, warranty or statement in this Agreement or the Disclosure Schedule inaccurate or incomplete in any material respect at any time after the date of this Agreement until the ClosingClosing Date. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement or the Disclosure Schedule. (b) From the date of this Agreement until the ClosingEffective Time, the Buyer shall promptly deliver to the Seller Company supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation or warranty in this Agreement inaccurate or incomplete in any material respect at any time after the date of this Agreement until the ClosingClosing Date. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation or warranty in this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Silverstream Software Inc), Merger Agreement (Otg Software Inc), Merger Agreement (Otg Software Inc)

Notice of Breaches. (a) From the date of this Agreement until the ClosingEffective Time, the Seller Company shall promptly deliver to the Buyer supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation, warranty or statement in this Agreement or the Disclosure Schedule inaccurate or incomplete in any material respect at any time after the date of this Agreement until the ClosingClosing Date. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement or the Disclosure Schedule. (b) From the date of this Agreement until the ClosingEffective Time, the Buyer shall promptly deliver to the Seller Company supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation or warranty in this Agreement inaccurate or incomplete in any material respect at any time after the date of this Agreement until the ClosingClosing Date. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation or warranty in this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Bio Key International Inc), Merger Agreement (Network Engines Inc), Merger Agreement (Be Free Inc)

Notice of Breaches. (a) From the date of this Agreement until the ClosingEffective Time, the Seller Company shall promptly deliver to the Buyer supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation, warranty or statement in this Agreement or the Disclosure Schedule inaccurate or incomplete in any material respect at any time after the date of this Agreement until the ClosingClosing Date. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement or the Disclosure Schedule. (b) From the date of this Agreement until the ClosingEffective Time, the Buyer shall promptly deliver to the Seller Company supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation or warranty in this Agreement inaccurate or incomplete in any material respect at any time after the date of this Agreement until the ClosingClosing Date. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation or warranty in this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Unisphere Networks Inc), Merger Agreement (Unisphere Networks Inc)

Notice of Breaches. (a) From the date of this Agreement until the Closing, the Seller Company shall promptly deliver to the Buyer supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation, warranty or statement in this Agreement or the Disclosure Schedule inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement or the Disclosure Schedule. (b) From the date of this Agreement until the Closing, the Buyer shall promptly deliver to the Seller Company supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation or warranty in this Agreement inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation or warranty in this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Doubleclick Inc), Merger Agreement (Suncrest Global Energy Corp)

Notice of Breaches. (a) From the date of this Agreement until the Closing, the Seller shall promptly deliver to the Buyer supplemental information concerning material events or circumstances occurring subsequent to the date hereof which would render any representation, warranty or statement in this Agreement or the Disclosure Schedule inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement or the Disclosure Schedule. (b) From the date of this Agreement until the Closing, the Buyer shall promptly deliver to the Seller supplemental information concerning material events or circumstances occurring subsequent to the date hereof which would render any representation or warranty in this Agreement inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation or warranty in this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Suncrest Global Energy Corp), Asset Purchase Agreement (Suncrest Global Energy Corp)

Notice of Breaches. (a) From the date of this Agreement until the Closing, the Seller Company shall promptly deliver to the Buyer Parent supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation, warranty or statement in this Agreement or the Disclosure Schedule inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement or the Disclosure ScheduleSchedule unless Parent expressly agrees in writing. (b) From the date of this Agreement until the Closing, the Buyer Parent shall promptly deliver to the Seller Company supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation or warranty in this Agreement inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation or warranty in this AgreementAgreement unless the Stockholder Representatives expressly agree in writing.

Appears in 2 contracts

Samples: Merger Agreement (Quality Systems Inc), Agreement and Plan of Merger (Quality Systems Inc)

Notice of Breaches. (a) From the date of this Agreement until the Closing, the Seller Stockholder shall promptly deliver to the Buyer supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation, warranty or statement in this Agreement or the Disclosure Schedule inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement or the Disclosure Schedule. (b) From the date of this Agreement until the Closing, the Buyer shall promptly deliver to the Seller Stockholder supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation or warranty in this Agreement inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation or warranty in this Agreement.

Appears in 1 contract

Samples: Tender Agreement (Parexel International Corp)

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Notice of Breaches. (a) From the date of this Agreement until the Closing, the Seller Company shall promptly deliver to the Buyer Parent supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation, warranty or statement in this Agreement or the Disclosure Schedule inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement or the Disclosure ScheduleSchedule unless Parent expressly agrees in writing. (b) From the date of this Agreement until the Closing, the Buyer Parent shall promptly deliver to the Seller Company supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation representation, warranty or warranty statement of Parent or Merger Sub in this Agreement inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation or warranty in this AgreementAgreement unless the Member Representatives expressly agree in writing.

Appears in 1 contract

Samples: Merger Agreement (Quality Systems Inc)

Notice of Breaches. (a) From the date of this Agreement until the Closing, Seller or the Seller Company shall promptly deliver to the Buyer supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation, warranty or statement in this Agreement or the Disclosure Schedule inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement or the Disclosure Schedule. (b) From the date of this Agreement until the Closing, the Buyer shall promptly deliver to the Seller supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation or warranty in this Agreement inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation or warranty in this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lydall Inc /De/)

Notice of Breaches. (a) From the date of this Agreement until the Closing, the Seller Company shall promptly deliver to the Buyer supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation, warranty or statement in this Agreement or the Disclosure Schedule inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement or the Disclosure Schedule.; (b) From the date of this Agreement until the Closing, the Parent and Buyer shall promptly deliver to the Seller Company supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation representation, warranty or warranty statement in this Agreement or the Parent Disclosure Schedule inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation representation, warranty or warranty statement in this AgreementAgreement or the Parent Disclosure Schedule.

Appears in 1 contract

Samples: Merger Agreement (Neutron Enterprises Inc)

Notice of Breaches. (a) From the date of this Agreement until the Closing, the Seller Company shall promptly deliver to the Buyer Parent supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation, warranty or statement in this Agreement or the Disclosure Schedule inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement or the Disclosure Schedule.Schedule unless Parent expressly agrees in writing. AGREEMENT AND PLAN OF MERGER (b) From the date of this Agreement until the Closing, the Buyer Parent shall promptly deliver to the Seller Company supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation or warranty in this Agreement inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation or warranty in this AgreementAgreement unless the Company Stockholders expressly agree in writing.

Appears in 1 contract

Samples: Merger Agreement (Tvi Corp)

Notice of Breaches. (a) From the date of this Agreement until the Closing, the Seller Company shall promptly deliver to the Buyer supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation, warranty or statement in this Agreement or the Disclosure Schedule inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement or the Disclosure Schedule. (b) From the date of this Agreement until the Closing, the Buyer shall promptly deliver to the Seller Company supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation or warranty in this Agreement inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation or warranty in this Agreement.

Appears in 1 contract

Samples: Merger Agreement (TechTarget Inc)

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