Notice of Certain Matters. The Company shall give prompt notice to Purchaser, and Purchaser shall give prompt notice to the Company, of (a) the occurrence or non-occurrence of any event which would 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 any material respect, (b) any failure of the Company or of 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 shall not limit or otherwise affect any representations and warranties contained herein or the remedies available hereunder to the party receiving such notice. Section 4.5
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 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 any all material respect, 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, 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. Section 4.5.
Appears in 3 contracts
Samples: Acquisition Agreement (Marriott International Inc), Acquisition Agreement (Renaissance Hotel Group N V), Acquisition Agreement (Marriott International Inc)
Notice of Certain Matters. The Company shall give prompt notice to Purchaserthe Parent, and Purchaser the 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 or any Offer Condition not to be complied with or satisfied in any all material respect, respects and (b) any failure of the Company or of Purchaserthe Parent 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, 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. Section 4.5.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Red Lion California LTD Partnership)