Notice of Certain Matters. The Company shall give prompt ------------------------- notice to the Purchaser, and the Purchaser shall give prompt notice to the Company, of (a) the occurrence or non-occurrence of any event which would be likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (ii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied in all material respects and (b) any failure of the Company or of the Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder in any material respect; provided that the delivery of any notice pursuant to this Section shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Acquisition Agreement (Renaissance Hotel Group N V), Acquisition Agreement (Marriott International Inc), Acquisition Agreement (Marriott International Inc)
Notice of Certain Matters. The Company shall give prompt ------------------------- notice to the Purchaser, and the Purchaser shall give prompt notice to the Company, of (a) the occurrence or non-occurrence of any event which would be likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (ii) any covenant, condition or agreement contained in this Agreement or any Offer Condition not to be complied with or satisfied in all any material respects and respect, (b) any failure of the Company or of the Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder in any material respect, and (c) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that the delivery of any such notice pursuant to this Section shall not limit or otherwise affect any representations and warranties contained herein or the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Acquisition Agreement (Abb Transportation Participations B V), Acquisition Agreement (Elsag Bailey Process Automation N V), Acquisition Agreement (Elsag Bailey Process Automation N V)
Notice of Certain Matters. The Company Purchaser shall give ------------------------- prompt ------------------------- notice to the PurchaserCompany, and the Purchaser Company shall give prompt notice to the CompanyPurchaser, of (a) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of any event which would be likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (ii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied in all material respects satisfied, and (b) any failure of the Company Purchaser or of the PurchaserCompany, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder in any material respect; provided that the delivery of any notice pursuant to this Section shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticehereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Pogo Producing Co), Merger Agreement (Pogo Producing Co)
Notice of Certain Matters. The Company shall give prompt ------------------------- notice to the Purchaser, and the Purchaser shall give prompt notice to the Company, of (a) the occurrence or non-occurrence nonoccurrence of any event which that would be likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (ii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied in all material respects and (b) any failure of the Company or of the Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder in any material respect; provided that the delivery of any notice pursuant to this Section shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Share Purchase and Tender Agreement (BMC Software Inc), Share Purchase and Tender Agreement (BMC Software Inc)
Notice of Certain Matters. The Company shall give prompt ------------------------- notice to the Purchaser, and the Purchaser shall give prompt notice to the Company, and the Company shall give prompt notice to the Purchaser, of (a) the occurrence occurrence, or non-occurrence nonoccurrence, of any event the occurrence or nonoccurrence of which would be likely to cause or result in (i) any representation or warranty made by such Person contained in this Agreement to be untrue or inaccurate in any material respect or (ii) any covenant, condition or agreement of such Person contained in this Agreement not to be complied with or satisfied in all material respects satisfied, and (b) any failure of the Company Purchaser or of the PurchaserCompany, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder in any material respect; provided that the delivery of any notice pursuant to this Section shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticehereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Newfield Exploration Co /De/)
Notice of Certain Matters. The Company shall give prompt ------------------------- notice to the PurchaserParent, and the Purchaser Parent and Merger Sub shall give prompt notice to the Company, of (a) the occurrence or non-occurrence of any event which would be likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (ii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied in all material respects and (b) any failure of the Company or of the PurchaserParent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder in any material respect; provided that the delivery of any notice pursuant to this Section shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Merger Agreement (Red Lion California LTD Partnership)