Common use of Notice of Breaches Clause in Contracts

Notice of Breaches. Seller shall promptly deliver to Buyer written notice of any event or development of which Seller is aware and that would (a) render any statement, representation or warranty of Seller in this Agreement (including the Seller Disclosure Schedules) inaccurate or incomplete in any material respect, or (b) constitute or result in a breach by Seller of, or a failure by Seller to comply with, any agreement or covenant in this Agreement applicable to such party. Buyer shall promptly deliver to Seller written notice of any event or development of which Buyer is aware and that would (i) render any statement, representation or warranty of Buyer in this Agreement inaccurate or incomplete in any material respect, or (ii) constitute or result in a breach by Buyer of, or a failure by Buyer to comply with, any agreement or covenant in this Agreement applicable to such party. No such disclosure shall be deemed to avoid or cure any such misrepresentation or breach.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Inphonic Inc), Asset Purchase Agreement (Inphonic Inc)

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Notice of Breaches. Seller shall promptly deliver to Buyer written notice of any event or development of which Seller is aware and that would (a) render any statement, representation or warranty of Seller in this Agreement (including the Seller Disclosure Schedules) inaccurate or incomplete in any material respect, or (b) constitute or result in a breach by Seller of, or a failure by Seller to comply with, any agreement or covenant in this Agreement applicable to such party. Buyer shall promptly deliver to Seller written notice of any event or development of which Buyer is aware and that would (i) render any statement, representation or warranty of Buyer in this Agreement inaccurate or incomplete in any material respect, or (ii) constitute or result in a breach by Buyer of, or a failure by Buyer to comply with, any agreement or covenant in this Agreement applicable to such party. No such disclosure shall be deemed to avoid or cure any such misrepresentation or breach. *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.

Appears in 1 contract

Samples: Asset Purchase Agreement (Inphonic Inc)

Notice of Breaches. Seller The Stockholder and the Sellers shall promptly deliver to the Buyer written notice of any event or development of which Seller is aware and that would (a) render any statement, representation or warranty of the Stockholder or any Seller in this Agreement (including the Seller Disclosure SchedulesSchedule) inaccurate or incomplete in any material respect, or (b) constitute or result in a breach by the Stockholder or any Seller of, or a failure by the Stockholder or any Seller to comply with, any agreement or covenant in this Agreement applicable to such party. The Buyer shall promptly deliver to Seller the Stockholder and the Sellers written notice of any event or development of which Buyer is aware and that would (i) render any statement, representation or warranty of the Buyer in this Agreement inaccurate or incomplete in any material respect, or (ii) constitute or result in a breach by the Buyer of, or a failure by the Buyer to comply with, any agreement or covenant in this Agreement applicable to such partythe Buyer. No such disclosure shall be deemed to avoid or cure any such misrepresentation or breach.

Appears in 1 contract

Samples: Reorganization Agreement (Casella Waste Systems Inc)

Notice of Breaches. Seller shall promptly deliver to Buyer written notice of any event or development of which Seller is aware and that would (a) render any statement, representation or warranty of Seller in this Agreement (including the Seller Disclosure Schedules) inaccurate or incomplete in any material respect, or (b) constitute or result in a breach by Seller of, or a failure by Seller to comply with, any agreement or covenant in this Agreement applicable to such party. Buyer shall promptly deliver to Seller written notice of any event or development of which Buyer is aware and that would (i) render any statement, representation or warranty of Buyer in this Agreement inaccurate ***Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. or incomplete in any material respect, or (ii) constitute or result in a breach by Buyer of, or a failure by Buyer to comply with, any agreement or covenant in this Agreement applicable to such party. No such disclosure shall be deemed to avoid or cure any such misrepresentation or breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Inphonic Inc)

Notice of Breaches. Seller The Company shall promptly deliver to Buyer written notice of any event or development of which Seller is aware and that would (a) render any statement, representation or warranty of Seller the Company in this Agreement (including the Seller Disclosure SchedulesLetter) inaccurate or incomplete in any material respect, or (b) constitute or result in a breach by the Company or Seller of, or a failure by the Company or Seller to comply with, any agreement or covenant in this Agreement applicable to such party. Buyer shall promptly deliver to Seller the Company written notice of any event or development of which Buyer is aware and that would (i) render any statement, representation or warranty of Buyer in this Agreement inaccurate or incomplete in any material respect, or (ii) constitute or result in a breach by Buyer of, or a failure by Buyer to comply with, any agreement or covenant in this Agreement applicable to such party. No such disclosure shall be deemed to avoid or cure any such misrepresentation or breach.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sequoia Software Corp)

Notice of Breaches. The Stockholder and the Seller shall promptly deliver to the Buyer written notice of any event or development of which Seller is aware and that would (a) render any statement, representation or warranty of the Stockholder or the Seller in this Agreement (including the Seller Disclosure SchedulesSchedule) inaccurate or incomplete in any material respect, or (b) constitute or result in a breach by the Stockholder or the Seller of, or a failure by the Stockholder or the Seller to comply with, any agreement or covenant in this Agreement applicable to such party. The Buyer shall promptly deliver to the Stockholder and the Seller written notice of any event or development of which Buyer is aware and that would (i) render any statement, representation or warranty of the Buyer in this Agreement inaccurate or incomplete in any material respect, or (ii) constitute or result in a breach by the Buyer of, or a failure by the Buyer to comply with, any agreement or covenant in this Agreement applicable to such partythe Buyer. No such disclosure shall be deemed to avoid or cure any such misrepresentation or breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Casella Waste Systems Inc)

Notice of Breaches. Seller (a) The Sellers shall promptly deliver to the Buyer written notice of any event or development of which Seller is aware and that would (ai) render any statement, representation or warranty of any Seller in this Agreement (including exceptions set forth in the Seller Disclosure SchedulesSchedule) inaccurate or incomplete in any material respect, or (bii) constitute or result in a breach by any Seller of, or a failure by any Seller to comply with, any agreement or covenant in this Agreement applicable to any Seller. No such party. Buyer disclosure shall be deemed to avoid or cure any such misrepresentation or breach. (b) The Buyers shall promptly deliver to Seller the Sellers written notice of any event or development of which Buyer is aware and that would (i) render any statement, representation or warranty of the Buyer in this Agreement inaccurate or incomplete in any material respect, or (ii) constitute or result in a breach by the Buyer of, or a failure by the Buyer to comply with, any agreement or covenant in this Agreement applicable to such partythe Buyer. No such disclosure shall be deemed to avoid or cure any such misrepresentation or breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Scansoft Inc)

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Notice of Breaches. Seller The Stockholders shall promptly deliver to the Buyer written notice of any event or development of which Seller is aware and that would (a) render any statement, representation or warranty of Seller in this Agreement (including the Seller Disclosure Schedules) inaccurate or incomplete in any material respect, or (b) constitute or result in a breach by Seller of, or a failure by Seller to comply with, any agreement or covenant in this Agreement applicable to such party. Buyer shall promptly deliver to Seller written notice of any event or development of which Buyer is aware and that would (i) render any statement, representation or warranty of any Stockholder in this Agreement (including the Disclosure Schedule) inaccurate or incomplete in any material respect, or (ii) constitute or result in a breach by any Stockholder, or a failure by any Stockholder to comply with, any agreement or covenant in this Agreement. The Buyer shall promptly deliver to the Stockholders written notice of any event or development that would (i) render any statement, representation or warranty of the Buyer in this Agreement inaccurate or incomplete in any material respect, or (ii) constitute or result in a breach by the Buyer of, or a failure by the Buyer to comply with, any agreement or covenant in this Agreement applicable to such partyAgreement. No such disclosure shall be deemed to avoid or cure any such misrepresentation or breach.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sapient Corp)

Notice of Breaches. Seller shall promptly deliver to Buyer written notice of any event or development of which Seller is aware and that would (a) render any statement, representation or warranty of Seller in this Agreement (including the Seller Disclosure SchedulesSchedule) inaccurate or incomplete in any material respect, or (b) constitute or result in a breach by Seller of, or a failure by Seller to comply with, any agreement or covenant in this Agreement applicable to such party. Buyer shall promptly deliver to Seller written notice of any event or development of which Buyer is aware and that would (i) render any statement, representation or warranty of Buyer in this Agreement inaccurate or incomplete in any material respect, or (ii) constitute or result in a breach by Buyer of, or a failure by Buyer to comply with, any agreement or covenant in this Agreement applicable to such party. No such disclosure shall be deemed to avoid or cure any such misrepresentation or breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Inphonic Inc)

Notice of Breaches. The Seller shall promptly deliver to the Buyer written notice of any event or development of which Seller is aware and that would (a) render any statement, representation or warranty of the Seller in this Agreement (including the Seller Disclosure SchedulesSchedule) inaccurate or incomplete in any material respect, or (b) constitute or result in a breach by the Seller of, or a failure by the Seller to comply with, any agreement or covenant in this Agreement applicable to such party. The Buyer shall promptly deliver to the Seller written notice of any event or development of which Buyer is aware and that would (i) render any statement, representation or warranty of the Buyer in this Agreement inaccurate or incomplete in any material respect, or (ii) constitute or result in a breach by the Buyer of, or a failure by the Buyer to comply with, any agreement or covenant in this Agreement applicable to such party. No such disclosure shall be deemed to avoid or cure any such misrepresentation or breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Shiva Corp)

Notice of Breaches. Seller (a) The Company shall promptly deliver to the Buyer written notice of any event or development of which Seller is aware and that would (ai) render any statement, representation or warranty of Seller the Company in this Agreement (including the Seller Disclosure SchedulesSchedule) inaccurate or incomplete in any material respect, or (bii) constitute or result in a breach by Seller the Company of, or a failure by Seller the Company to comply with, any agreement or covenant in this Agreement applicable to such party. the Company. (b) The Buyer shall promptly deliver to Seller the Company written notice of any event or development of which Buyer is aware and that would (i) render any statement, representation or warranty of the Buyer in this Agreement inaccurate or incomplete in any material respect, or (ii) constitute or result in a breach by the Buyer of, or a failure by the Buyer to comply with, any agreement or covenant in this Agreement applicable to such party. the Buyer. (c) No such disclosure under this Section 4.6 shall be deemed to avoid or cure any such misrepresentation or breach.

Appears in 1 contract

Samples: Merger Agreement (Applix Inc /Ma/)

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