Common use of Notice of Prospective Breach Clause in Contracts

Notice of Prospective Breach. Each party shall immediately notify the other parties in writing upon the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing as if such representation and warranty were made at such time or (ii) any material failure of any party hereto or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (BMJ Medical Management Inc), Asset Purchase Agreement (Berry Plastics Corp), Stock Purchase Agreement (Berry Plastics Corp)

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Notice of Prospective Breach. Each party shall immediately promptly notify the other parties in writing upon the occurrence, or the failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (i) any representation or warranty of such party that is contained in this Agreement or any Related Document to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing as if such representation and warranty were made at such time time, or (ii) any material failure of any party hereto or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this AgreementAgreement or any Related Document.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Tiger Telematics Inc), Stock Purchase Agreement (Tiger Telematics Inc)

Notice of Prospective Breach. Each party shall immediately notify the other parties in writing upon the occurrence, or the failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (i) any representation or warranty of such party that is contained in this Agreement or any Related Document to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing as if such representation and warranty were made at such time or (ii) any material failure of any party hereto or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Amedisys Inc), Stock Purchase Agreement (Pacer International Inc)

Notice of Prospective Breach. Each party shall immediately notify the other parties in writing upon the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (ia) any representation or warranty of such notifying party contained in this Agreement to be untrue or inaccurate in any material respect at any time from during the date of this Agreement to the Closing Transition Period as if such representation and warranty were made at such time or (iib) any material failure of any such notifying party hereto or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Berry Plastics Corp)

Notice of Prospective Breach. Each party shall immediately promptly notify the other parties in writing upon the occurrence, or the failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (i) any representation or warranty of such party that is contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the First Closing as if such representation and warranty were made at such time time, or (ii) any material failure of any party hereto or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tiger Telematics Inc)

Notice of Prospective Breach. Each party shall immediately promptly notify the other parties in writing (it being understood that notification to or from the Shareholder Parties shall be accomplished by notification to or from the Shareholder Party Representatives) upon the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing as if such representation and warranty were made at such time 40 or (ii) any material failure of any party hereto or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Berry Plastics Acquisition Corp Iii)

Notice of Prospective Breach. Each party shall immediately notify the other parties in writing upon the occurrence, or the failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (ia) any representation or warranty of such party that is contained in this Agreement or any Related Document to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing as if such representation and warranty were made at such time or (iib) any material failure of any party hereto or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pacer International Inc/Tn)

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Notice of Prospective Breach. Each party shall immediately notify the other parties in writing upon the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (i) any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing as if such representation and warranty were made at such time or (ii) any material failure of any party hereto hereto, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (CFP Holdings Inc)

Notice of Prospective Breach. Each party shall immediately promptly notify the other parties in writing upon the occurrence, or failure to occur, of any event, which occurrence or failure to occur would could be reasonably likely to cause (i) any representation or warranty of such party contained in this Agreement or any Related Document to be untrue or inaccurate in any material respect at any time from during the date of this Agreement to the Closing as if such representation and warranty were made at such time Transition Period or (ii) any material failure of any party hereto or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this AgreementAgreement or any Related Document.

Appears in 1 contract

Samples: Merger Agreement (Providence Service Corp)

Notice of Prospective Breach. Each party shall immediately notify the other parties in writing upon the occurrence, or failure to occur, of any event, which occurrence or failure to occur would could be reasonably likely to cause (i) any representation or warranty of such party contained in this Agreement or any Related Document to be untrue or inaccurate in any material respect at any time from during the date of this Agreement to the Closing as if such representation and warranty were made at such time Transition Period or (ii) any material failure of any party hereto or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this AgreementAgreement or any Related Document.

Appears in 1 contract

Samples: Stock Purchase and Redemption Agreement (Greenfield Online Inc)

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