Notices of Certain Events. (a) The Sellers shall promptly notify the Purchaser of: (i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date; (ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby; (iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby; (iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and (v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action. (b) The Purchaser shall promptly notify the Sellers of: (i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date; (ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby; (iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and (iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated hereby. (c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Texas Petrochemicals Inc.), Asset Purchase Agreement (Texas Petrochemicals Inc.), Asset Purchase Agreement (Texas Petrochemicals Inc.)
Notices of Certain Events. (a) The Sellers Each Party will give prompt notice the other Parties of:
(i) the occurrence, or nonoccurrence, of any event that would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate; and
(ii) any failure by that Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, provided that the delivery of any notice under this Section 10.9 will not limit or otherwise affect the representations, warranties, covenants or agreements of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. If any event or matter arises during the period between the date of this Agreement and the earlier of the Closing and the termination of this Agreement in accordance with Section 12.1 that, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Clearwire Disclosure Schedule or the Sprint Disclosure Schedule or that is necessary to correct any information in the Clearwire Disclosure Schedule or the Sprint Disclosure Schedule that has been rendered inaccurate by that event or matter (which shall not cure any breach of a representation, warranty or covenant), then Clearwire or Sprint, as the case may be, will, for informational purposes only, promptly supplement, and deliver to each other Party hereto the Clearwire Disclosure Schedule or the Sprint Disclosure Schedule, as the case may be, that it has delivered under this Agreement; provided that no such supplement or amendment shall limit or otherwise modify the representations, warranties, covenants or agreements of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement, or cure any breach thereof.
(b) During the period from the Execution Date through the earlier of the termination of this Agreement or Closing, each Party will promptly notify the Purchaser other Parties of:
(i) any change written notice or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice other written communication from any Person alleging that the consent Consent of such the Person is or may be required in connection with the transactions contemplated herebyTransactions that is not disclosed in Section 6.2 of the Clearwire Disclosure Schedule or Section 7.2 of the Sprint Disclosure Schedule, as applicable;
(ii) subject to applicable Law, any written notice or other written communication from any Governmental Authority in connection with the Transactions; and
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding material Proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ its Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting a Clearwire Asset or Sprint Asset, as the Purchaser that relates case may be, except with respect to or would otherwise affect the consummation of the transactions contemplated herebyactions related to late-filed EBS renewal applications filed by third parties whose licenses expired before January 10, 2005.
(c) Each Party hereby acknowledges that the other Party does Parties do not and shall will not waive any right it they may have hereunder under this Agreement as a result of such the notifications.
Appears in 4 contracts
Samples: Transaction Agreement and Plan of Merger, Transaction Agreement and Plan of Merger (Clearwire Corp), Transaction Agreement and Plan of Merger (Sprint Nextel Corp)
Notices of Certain Events. From the date of this Agreement until the Closing Date,
(a) The Sellers A Seller shall promptly notify the Purchaser of:
(i) any change written notice or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice other written communication from any Person (including any notices or communications filed with the Bankruptcy Court other than notices or other written communications that provide for a copy to be provided to Purchaser) alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any actionby this Agreement, suit, claim, investigation or proceeding commenced or, objecting to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of any of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Datethis Agreement;
(ii) any written notice or other written communication from any Government Entity in connection with the transactions contemplated by this Agreement;
(iii) any change or fact with respect to any of Sellers’ representations, warranties or obligations hereunder of which Seller becomes aware that, with notice or lapse of time or both, will or is reasonably expected to result in a material breach by Sellers of this Agreement or otherwise result in any of the conditions set forth in Article VIII becoming incapable of being satisfied; and
(iv) any Material Adverse Effect (but without giving effect to clause (ix) of the definition of Material Adverse Effect).
(b) Purchaser shall promptly notify Sellers of:
(i) any written notice or other written communication from any Person (other than notices or other written communications directed to Sellers or to the Bankruptcy Court, with a copy provided to Purchaser) alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement, or objecting to the consummation of any of the transactions contemplated by this Agreement;
(iiiii) any written notice or other written communication from any Governmental Government Entity (other than notices or other written communications directed to Sellers or to the Bankruptcy Court, with a copy provided to Purchaser) in connection with the transactions contemplated herebyby this Agreement; and
(iviii) any action, suit, claim, investigation change or proceeding commenced or, fact with respect to the any of Purchaser’s knowledgerepresentations, threatened againstwarranties or obligations hereunder of which it becomes aware that, relating with notice or lapse of time or both, will or is reasonably expected to or involving result in a material breach by Purchaser of this Agreement or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation result in any of the transactions contemplated herebyconditions set forth in Article VIII becoming incapable of being satisfied. No disclosure by any party hereto pursuant to this Section 6.8 shall be deemed to amend or supplement the Disclosure Schedule with respect thereto or prevent or cure any misrepresentation or breach of warranty for purposes of this Agreement.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.
Appears in 4 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Ocwen Financial Corp), Asset Purchase Agreement (Walter Investment Management Corp)
Notices of Certain Events. (a) The Sellers Company shall promptly notify give prompt notice to Parent, and Parent shall give prompt notice to the Purchaser of:
Company, of (i) any change notice or event that, individually other communication received by such party from any Governmental Authority in connection with this Agreement or in the aggregate, has had Transactions or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
Transactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation, the Surviving Limited Partnerships or Parent, and (iiiii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding Proceedings commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ such party’s Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreement or the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated herebyTransactions.
(cb) Each Party hereby acknowledges Following the date hereof and prior to the Effective Time:
(i) The Company shall give prompt notice to Parent upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure by any Acquired Company to comply with or satisfy in any material respect any covenant, condition or agreement to be compiled with or satisfied by it pursuant to this Agreement, in each case if and only to the other Party does not extent that such untruth, inaccuracy or failure would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Subs to consummate the Mergers set forth in Section 7.02(a) or Section 7.02(b) to fail to be satisfied at the Closing. No such notification shall not waive affect or be deemed to modify any right representation or warranty of the Company that is set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the Mergers or the remedies available to the parties hereto under this Agreement.
(ii) Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or any Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure by Parent or Merger Subs to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it may have hereunder as a result pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy or failure would reasonably be expected to cause any of the conditions to the obligations of the Company to consummate the Mergers set forth in Section 7.03(a) and Section 7.03(b) to fail to be satisfied at the Closing. No such notificationsnotification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub that is set forth in this Agreement or the conditions to the obligations of the Company to consummate the Mergers or the remedies available to the Parties under this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Sculptor Capital Management, Inc.), Merger Agreement (Sculptor Capital Management, Inc.), Merger Agreement (Rithm Capital Corp.)
Notices of Certain Events. (a) The From the date hereof until the Closing Date, or expiration of the Option Period, Sellers shall promptly shall, promptly, and in any event within five (5) Business Days, after obtaining Knowledge of any of the following, notify the Purchaser Buyer, in writing, of:
: (i) any change notice or event that, individually or in the aggregate, has had or reasonably may be expected communication to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice Seller from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
by this Option Agreement; (iiiii) any written notice (or other than routine communications of an administrative nature) communication to any Seller from any Governmental Entity in connection with the transactions contemplated hereby;
by this Option Agreement; (iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(viii) (A) the material damage any fact or destruction by fire condition that causes or other casualty constitutes a breach of any material Asset of the representations or part thereof or warranties made by any Seller pursuant to this Option Agreement such that the condition set forth in Section 7.2 would not be satisfied and (B) any material Asset changes or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has events which have had or would reasonably be expected to have a Purchaser Material Adverse Effect, Effect or otherwise result in any representation or warranty of any Seller being materially inaccurate as of the Purchaser hereunder being inaccurate date of such changes or events such that the condition precedent set forth in Section 7.3(c) 7.2 would not be satisfied if such inaccuracy were satisfied; and (iv) the occurrence of any default or event of default under any Property Lease and the exercise (or receipt of notice of intent to exist at exercise) by any Tenant of any renewal option contained in any Property Lease.
(b) From the date hereof until the Closing Date;
, or expiration of the Option Period, Buyer shall, promptly, and in any event within five (ii5) Business Days, after obtaining Knowledge of any of the following, notify Sellers, in writing, of: (i) any written notice or other communication to Buyer from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
by this Option Agreement; (iiiii) any written notice or other communication to Buyer from any Governmental Entity in connection with the transactions contemplated herebyby this Option Agreement; and
(iviii) (A) any action, suit, claim, investigation fact or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to condition that causes or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation constitutes a breach of any of the transactions contemplated hereby.
(c) Each Party hereby acknowledges representations or warranties made by Buyer pursuant to this Option Agreement such that the other Party does condition set forth in Section 8.2 would not be satisfied and shall not waive (B) any right it may have hereunder changes or events which result in any representation or warranty of Buyer being materially inaccurate as a result of the date of such notificationschanges or events such that the condition set forth in Section 8.2 would not be satisfied.
Appears in 3 contracts
Samples: Option Agreement (Omega Healthcare Investors Inc), Option Agreement (Capitalsource Inc), Option Agreement (Omega Healthcare Investors Inc)
Notices of Certain Events. (a) The Sellers During the Pre-Closing Period, each of the Seller and the Company shall promptly notify the Purchaser ofof any of the following which occur during the Pre-Closing Period or are received during the Pre-Closing Period by the Seller or the Company:
(i) any change notice or event thatother communication of which the Seller or the Company has Knowledge, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(ii) any notice or other communication of which the Seller or the Company has Knowledge, from any Governmental Authority delivered in connection with the transactions contemplated by this Agreement;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any actionactions, suitsuits, claimClaims, investigation investigations or proceeding proceedings commenced or, to the Sellers’ Knowledge Company’s Knowledge, threatened against, relating to or involving or otherwise affecting the Business thatCompany, if pending on the date hereof, would have been required that relate to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated herebyby this Agreement;
(iv) any denial or dispute of any material claim for coverage under any Insurance Policy where the claimed amount would reasonably be expected to exceed the self-insured retention or deductible;
(v) any notice of cancellation or intent to cancel or increase or intent to materially increase premiums with respect to the Insurance Policies;
(vi) any inaccuracy in or breach of any representation, warranty or covenant of the Seller or the Company or any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Sections 7.1 and 7.2 impossible or not reasonably likely to be satisfied; and
(vvii) any entry of the Company into, or amendment by the Company of, any Affiliate Transactions. No such notice shall be deemed to supplement or amend the Company Disclosure Letter for the purpose of (Ai) determining the material damage or destruction by fire or other casualty accuracy of any material Asset of the representations and warranties made by the Seller or part thereof the Company in this Agreement, or (Bii) determining whether any material Asset or part thereof becoming of the subject of any proceeding conditions set forth in Article 7 (or, other than the condition set forth in Section 7.2(b) as to the Sellers’ Knowledge, threatened proceedingcompliance with this Section 6.8(a)) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental actionhas been satisfied.
(b) The During the Pre-Closing Period, the Purchaser shall promptly notify the Sellers ofSeller of any of the following which occur during the Pre-Closing Period or are received during the Pre-Closing Period by Parent or the Purchaser:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication of which Parent has Knowledge from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(ii) any notice or other communication of which Parent has Knowledge from any Governmental Authority delivered in connection with the transactions contemplated by this Agreement;
(iii) any written notice actions, suits, Claims, investigations or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding proceedings commenced or, to the PurchaserParent’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting the Purchaser Parent, that relates relate to or would otherwise affect the consummation of the transactions contemplated hereby.by this Agreement;
(civ) Each Party hereby acknowledges any inaccuracy in or breach of any representation, warranty or covenant of Parent or the Purchaser or any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Sections 7.1 and 7.3 impossible or not reasonably likely to be satisfied. No such notice shall be deemed to supplement or amend the Parent Disclosure Letter for the purpose of (i) determining the accuracy of any of the representations and warranties made by Parent or Purchaser in this Agreement, or (ii) determining whether any of the conditions set forth in Article 7 (other Party does not and shall not waive any right it may have hereunder than the condition set forth in Section 7.3(b) as a result of such notificationsto compliance with this Section 6.8(b)) has been satisfied.
Appears in 3 contracts
Samples: Purchase Agreement (Fortress Investment Group LLC), Purchase Agreement (Walker & Dunlop, Inc.), Purchase Agreement (Walker & Dunlop, Inc.)
Notices of Certain Events. (a) The Sellers During the Pre-Closing Period, each of Seller and Buyer shall promptly notify the Purchaser other party of:
(ia) any change written notice or, to the Knowledge of Seller or event thatBuyer (as applicable), individually other communication received by Seller or in the aggregateBuyer, has had or reasonably may be expected to result in a Material Adverse Effectrespectively, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent Consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(iiib) any written notice or, to the Knowledge of Seller or Buyer (as applicable), other than routine communications of an administrative nature) communication received by Seller or Buyer, respectively, from any Governmental Entity (i) delivered in connection with the transactions contemplated hereby;
by this Agreement or (ivii) any action, suit, claim, investigation indicating that a Permit is revoked or proceeding commenced or, about to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder be revoked or that related a Permit is required in any jurisdiction in which such Permit has not been obtained, which revocation or failure to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, obtain has had or would reasonably be expected to have (x) with respect to Seller, a Purchaser Material Adverse EffectEffect and (y) with respect to Buyer, an adverse effect on the ability of Buyer, or otherwise result in any representation or warranty the timing of the Purchaser hereunder being inaccurate such that ability of Buyer, to consummate the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Datetransactions contemplated by this Agreement;
(iic) with respect to Seller, any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding Actions commenced or, to the PurchaserSeller’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting any Sold Company, that, if pending on the Purchaser date of this Agreement, would have been required to have been disclosed pursuant to Section 3.9(e) or that relates relate to or would otherwise affect the consummation of the transactions contemplated hereby.by this Agreement; and
(cd) Each Party hereby acknowledges with respect to Buyer, any Actions commenced or, to the knowledge of Buyer, threatened against, relating to or involving or otherwise affecting Buyer, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.4 or that relate to the other Party does not consummation of the transactions contemplated by this Agreement. No such notice shall be deemed to supplement or amend the Seller Disclosure Schedule or the Buyer Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and shall not waive warranties made by the Seller or Buyer in this Agreement, or (ii) determining whether any right it may have hereunder as a result of such notificationsthe conditions set forth in ARTICLE VI has been satisfied.
Appears in 3 contracts
Samples: Stock Purchase Agreement (SMART Global Holdings, Inc.), Stock Purchase Agreement (SMART Global Holdings, Inc.), Stock Purchase Agreement (SMART Global Holdings, Inc.)
Notices of Certain Events. (a) The Sellers Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify the Purchaser Parent of:
: (i) any change notice or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice other communication from any Person person alleging that the consent of such Person person (or another person) is or may be required in connection with the transactions contemplated hereby;
by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or the failure of which to obtain would materially delay consummation of the Merger; (iiiii) any written notice (or other than routine communications of an administrative nature) communication from any Governmental Entity governmental or regulatory agency or authority in connection with the transactions contemplated hereby;
by this Agreement; and (iviii) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Sellers’ Knowledge best of its knowledge threatened against, relating to or involving or otherwise affecting the Business Company or any of its subsidiaries that, if pending on the date hereofof this Agreement, would have been required to have been disclosed hereunder pursuant to Sections 4.08 or that related 4.10 or which relate to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental actionthis Agreement.
(b) The Purchaser Each of Parent and Merger Subsidiary shall promptly as reasonably practicable after executive officers of the Parent acquire knowledge thereof, notify the Sellers Company of:
: (i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person person alleging that the consent of such Person person (or other person) is or may be required in connection with the transactions contemplated hereby;
by this Agreement which consent relates to a material Contract to which Parent or its subsidiaries are a party or the failure of which to obtain would materially delay the Merger, (iiiii) any written notice or other communication from any Governmental Entity governmental or regulatory agency or authority in connection with the transactions contemplated hereby; and
by this Agreement, and (iviii) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Purchaser’s knowledgebest of its knowledge threatened, threatened againstagainst Parent or Merger Subsidiary, relating which relate to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated herebyby this Agreement.
(c) Each Party hereby acknowledges Subject to the provisions of Section 5.03, each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure to occur would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be; provided, however, that the other Party does not and delivery of any notice pursuant to this Section 5.05(c) shall not waive any right it may have limit or otherwise affect the remedies available hereunder as a result of to the party receiving such notificationsnotice.
Appears in 3 contracts
Samples: Merger Agreement (Allied Waste Industries Inc), Merger Agreement (Mirage Resorts Inc), Merger Agreement (Browning Ferris Industries Inc)
Notices of Certain Events. (a) The Sellers Company shall promptly notify the Purchaser of:
give prompt notice to Buyer of (i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any material written notice (or other than routine communications of an administrative nature) material communication received by it from any Governmental Entity in connection with Authority during the transactions contemplated hereby;
(iv) any actionPre-Closing Period, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication received by it from any Person Third Party, during the Pre-Closing Period, alleging any material breach of, or material default under, any Material Contract, or (ii) any notice or other communication received by it from any Third Party, during the Pre-Closing Period, alleging that the consent of such Person Third Party is or may be required in connection with this Agreement and the transactions contemplated hereby;Transactions; provided, however, that the delivery of notice pursuant to this Section 7.06(a) shall not limit or otherwise affect the remedies available hereunder to Buyer.
(iiib) Each of the Company and Buyer shall, and Buyer shall cause Parent to, give prompt notice to the other Party of (i) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding Action commenced or, to the Purchasersuch Party’s knowledge, threatened against, relating the Company or any of its Affiliates or Buyer or any of its Affiliates, that purports to prevent, materially impede or involving or otherwise affecting the Purchaser that relates to or would otherwise affect materially delay the consummation of the transactions contemplated hereby.
Offer, the Internal Reorganization, the Asset Sale, the Second Step Distribution or any of the other Transactions or that makes allegations that, if true, would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or Buyer Material Adverse Effect, as the case may be, and (cii) Each Party hereby acknowledges (A) in the case of the Company, the knowledge of the Company of any breach of or inaccuracy in its representations or warranties set forth in this Agreement or failure to perform its covenants or agreements set forth in this Agreement to the extent such inaccuracy, breach or failure to perform would reasonably be expected to give rise to, individually or in the aggregate, the failure of any Offer Condition set forth in paragraph (D) paragraph (E) of Annex I, or (B) in the case of Buyer, the knowledge of Buyer of any breach of or inaccuracy in the representations or warranties of Buyer set forth in this Agreement or failure to perform the covenants or agreements of Buyer set forth in this Agreement to the extent such inaccuracy, breach or failure to perform would reasonably be expected to, individually or in the aggregate, prevent or materially delay or materially impair the ability of Buyer to perform its obligations under this Agreement or to consummate the Transactions; provided, however, that the other Party does not and delivery of any notice pursuant to this Section 7.06 shall not waive cure any right it may have breach of any representation, warranty, obligation, covenant or agreement contained in this Agreement or otherwise limit or affect any remedies available hereunder as a result of to the Party receiving such notificationsnotice.
Appears in 3 contracts
Samples: Purchase Agreement, Purchase Agreement (NXP Semiconductors N.V.), Purchase Agreement (Qualcomm Inc/De)
Notices of Certain Events. During the Interim Period, the Company and each Seller (aas it relates to information about such Seller only) The Sellers shall, to the extent lawful, promptly notify Parent, and Parent shall promptly notify the Purchaser Company and the Sellers, if such party becomes aware of:
(ia) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyShare Purchase or this Agreement;
(iiib) any written notice or other communication from any Governmental Entity (i) delivered in connection with the transactions contemplated hereby; andShare Purchase or this Agreement, or (ii) indicating that a Company Authorization is revoked or about to be revoked or that a Company Authorization is required in any jurisdiction in which such Company Authorization has not been obtained, which revocation or failure to obtain has had or would reasonably be expected to be material to the Company or to Acquirer, as the case may be;
(ivc) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Purchaser’s their respective knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser Company, or Acquirer, as the case may be, that, if pending on the Agreement Date, would have been required to have been disclosed pursuant to the Agreement, as the case may be, or that relates relate to or would otherwise affect the consummation completion of the transactions contemplated hereby.Share Purchase;
(cd) Each Party hereby acknowledges that any inaccuracy in or breach of any of their respective, representations, warranties or covenants contained in this Agreement (provided, that, qualifications by reference to the other Party does not and term “as of the Agreement Date” in any representation or warranty in Article II, Article III or Article IV shall not waive be taken into account in determining whether an inaccuracy in or breach of any right it may have hereunder of the representations and warranties has occurred following the Agreement Date that requires disclosure to the applicable party pursuant to the terms set forth above; and provided, further, that, a failure to provide notice pursuant to this Section 5.4(d) shall not constitute a breach of a covenant of Parent, the Sellers or the Company for purposes of the condition in Section 7.3(b) or Section 7.2(b), as applicable);
(e) any material actions taken, or expected to be taken, by the Company relating to COVID-19; provided, that, the Company shall consult with Parent in good faith prior to implementing any such actions by the Company relating to COVID-19; provided, further, that, nothing in this Agreement shall restrict the Company’s ability to promptly respond to a result situation relating to COVID-19 with the intention of minimizing any adverse effect of such notificationssituation in relation to the Company or taking any action related thereto that is required by Applicable Law; and
(f) any event, condition, fact or circumstance not covered by clauses (a)-(e) above that would reasonably be expected to make the timely satisfaction of any of the conditions set forth in Article VII impossible or unlikely.
Appears in 3 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement, Share Purchase Agreement (Nvidia Corp)
Notices of Certain Events. (a) The Sellers Company shall promptly notify the Purchaser of:
give prompt notice to Parent and Buyer of (i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any material written notice (or other than routine communications of an administrative nature) material communication received by it from any Governmental Entity in connection with Authority during the transactions contemplated hereby;
(iv) any actionPre-Closing Period, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication received by it from any Person Third Party, during the Pre-Closing Period alleging any material breach of, or material default under, any Material Contract or (iii) any written notice received by it from any Third Party during the Pre-Closing Period alleging that the consent of such Person Third Party is or may be required in connection with this Agreement and the transactions contemplated hereby;Transactions; provided, that the delivery of notice pursuant to this Section 7.05(a) shall not limit or otherwise affect the remedies available hereunder to Parent and Buyer.
(iiib) Each of the Company, on the one hand, and Parent and Buyer, on the other hand, shall give prompt notice to the other Party of (i) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding Action commenced or, to the Purchasersuch Party’s knowledge, threatened againstthreatened, relating against the Company or any of its Affiliates or Parent or any of its Affiliates, that purports to prevent, materially impede or involving or otherwise affecting the Purchaser that relates to or would otherwise affect materially delay the consummation of the transactions contemplated hereby.
Offer, the Asset Sale, Compulsory Acquisition, the Liquidation, the Second Step Distribution or any of the other Transactions or that makes allegations that, if true, would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, and (cii) Each Party hereby acknowledges (A) in the case of the Company, the knowledge of the Company of any breach of or inaccuracy in its representations or warranties set forth in this Agreement or failure to perform its covenants or agreements set forth in this Agreement to the extent such inaccuracy, breach or failure to perform would reasonably be expected to give rise to, individually or in the aggregate, the failure of any Offer Condition set forth in paragraph (D) or paragraph (E) of Annex I or (B) in the case of Parent and Buyer, the knowledge of Parent or Buyer of any breach of, or inaccuracy in, the representations or warranties of Parent and Buyer set forth in this Agreement or failure to perform the covenants or agreements of Parent and Buyer set forth in this Agreement to the extent such inaccuracy, breach or failure to perform would reasonably be expected to, individually or in the aggregate, prevent or materially delay or materially impair the ability of Buyer to perform its obligations under this Agreement or to consummate the Transactions; provided, that the other Party does not and delivery of any notice pursuant to this Section 7.05 shall not waive cure any right it may have breach of any representation, warranty, obligation, covenant or agreement contained in this Agreement or otherwise limit or affect any remedies available hereunder as a result of to the Party receiving such notificationsnotice.
Appears in 3 contracts
Samples: Purchase Agreement (Thermo Fisher Scientific Inc.), Purchase Agreement (Patheon N.V.), Purchase Agreement (Patheon N.V.)
Notices of Certain Events. (a) The Sellers Company shall promptly notify the Purchaser Parent of:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement;
(iii) any written actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against the Company or any of its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 5.13 or 5.14, as the case may be;
(iv) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be reasonably expected to cause any representation or warranty of the Company contained herein to be untrue or inaccurate at any time during the period commencing on the date hereof and ending at the expiration of the Offer; and
(v) any material failure of the Company to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.05(a) shall not limit or otherwise affect the remedies available hereunder to Parent.
(b) Parent shall promptly notify the Company of:
(i) any notice or other communication from any Governmental Entity governmental or regulatory agency or authority in connection with the transactions contemplated herebyby this Agreement;
(ii) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against the Company or any of its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 5.13 or 5.14, as the case may be;
(iii) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be reasonably expected to cause any representation or warranty of Parent or Merger Subsidiary contained herein to be untrue or inaccurate at any time during the period commencing on the date hereof and ending at the Effective Time; and
(iv) any actionmaterial failure of Parent or Merger Subsidiary to comply with or satisfy any material covenant, suit, claim, investigation condition or proceeding commenced or, agreement to the Purchaser’s knowledge, threatened against, relating be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.05(b) shall not limit or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of remedies available hereunder to the transactions contemplated herebyCompany.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.
Appears in 3 contracts
Samples: Merger Agreement (Oracle Corp /De/), Merger Agreement (Peoplesoft Inc), Merger Agreement (Oracle Corp /De/)
Notices of Certain Events. (a) The Sellers shall promptly notify Each Party will give prompt notice to the Purchaser ofother of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement pursuant to its terms and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to:
(i) cause any change of the representations or event thatwarranties of such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time (provided, individually or however, that this clause (i) shall not apply in the aggregate, has had case of any event or reasonably may be expected to result in state of facts resulting from the actions or omissions of a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;Party which are required under this Agreement); or
(ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party hereunder prior to the Effective Time, provided, however, that the delivery of any notice from any Person alleging that the consent of such Person is pursuant to this Section 7.3 shall not limit or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, remedies available hereunder to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental actionParty receiving that notice.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected No Party may elect not to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with complete the transactions contemplated hereby;
(iiihereby pursuant to the conditions set forth herein or any termination right arising therefrom under Subsection 8.2(a)(iii)(B) any or Subsection 8.2(a)(iv)(B) and no payments are payable as a result of such termination pursuant to Section 8.3 unless, prior to the Effective Date, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other communication matters which the Party delivering such notice is asserting as the basis for the non-fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided, however, that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of ten business days from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated herebysuch notice.
(c) Each Party hereby acknowledges European Goldfields will provide Eldorado with notice of any material developments regarding, or, if applicable and subject to existing confidentiality obligations, copies of: (i) any agreements or amendments to any agreements in relation to the Qatari Transactions and (ii) any documents in relation to litigation involving European Goldfields or its Subsidiaries (which, for greater certainty, includes any litigation involving non-governmental organizations, communities or community groups in respect of European Goldfields’ Greek projects), in either case that may occur or that may be produced by or provided to European Goldfields after the other Party does not and shall not waive any right it may have hereunder as a result date of such notificationsthis Agreement.
Appears in 2 contracts
Samples: Arrangement Agreement (Eldorado Gold Corp /Fi), Arrangement Agreement (Eldorado Gold Corp /Fi)
Notices of Certain Events. (a) The From the date hereof until the Core Portfolio Closing Date, HUD Portfolio Closing Date or Casablanca Option Closing Date, as applicable, or termination of this Agreement pursuant to Section 10, Sellers shall promptly shall, promptly, and in any event within five (5) Business Days, after obtaining Knowledge of any of the following, notify the Purchaser Buyer, in writing, of:
: (i) any change notice or event that, individually or in the aggregate, has had or reasonably may be expected communication to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice Seller from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
by this Agreement; (iiiii) any written notice (or other than routine communications of an administrative nature) communication to any Seller from any Governmental Entity in connection with the transactions contemplated hereby;
by this Agreement; (iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(viii) (A) the material damage any fact or destruction by fire condition that causes or other casualty constitutes a breach of any material Asset of the representations or part thereof or warranties made by any Seller pursuant to this Agreement such that the condition set forth in Section 7.2 would not be satisfied and (B) any material Asset changes or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has events which have had or would reasonably be expected to have a Purchaser Material Adverse Effect, Effect or otherwise result in any representation or warranty of any Seller being materially inaccurate as of the Purchaser hereunder being inaccurate date of such changes or events such that the condition precedent set forth in Section 7.3(c) 7.2 would not be satisfied if such inaccuracy were satisfied; and (iv) the occurrence of any default or event of default under any Property Lease and the exercise (or receipt of notice of intent to exist at exercise) by any Tenant of any renewal option contained in any Property Lease.
(b) From the date hereof until the Core Portfolio Closing Date;
, HUD Portfolio Closing Date or Casablanca Option Closing Date, as applicable, or termination of this Agreement pursuant to Section 10, Buyer shall, promptly, and in any event within five (ii5) Business Days, after obtaining Knowledge of any of the following, notify Sellers, in writing, of: (i) any written notice or other communication to Buyer from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
by this Agreement; (iiiii) any written notice or other communication to Buyer from any Governmental Entity in connection with the transactions contemplated herebyby this Agreement; and
(iviii) (A) any action, suit, claim, investigation fact or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to condition that causes or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation constitutes a breach of any of the transactions contemplated hereby.
(c) Each Party hereby acknowledges representations or warranties made by Buyer pursuant to this Agreement such that the other Party does condition set forth in Section 8.2 would not be satisfied and shall not waive (B) any right it may have hereunder changes or events which result in any representation or warranty of Buyer being materially inaccurate as a result of the date of such notificationschanges or events such that the condition set forth in Section 8.2 would not be satisfied.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Capitalsource Inc), Securities Purchase Agreement (Omega Healthcare Investors Inc)
Notices of Certain Events. (a) The Sellers shall promptly notify If at any time after the Purchaser ofdate hereof and before the expiration of the Exercise Period:
(i) LIGAND authorizes the issuance to all holders of its Common Stock of rights, options or warrants to subscribe for or purchase shares of its Common Stock or any change other subscription rights, options or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;warrants; or
(ii) any notice from any Person alleging that LIGAND authorizes the consent distribution to all holders of such Person is its Common Stock of evidences of its indebtedness or may be required in connection with the transactions contemplated hereby;assets (other than cash dividends or distributions payable out of retained earnings or stock dividends); or
(iii) there shall be any written notice capital reorganization of LIGAND or reclassification of the Common Stock (other than routine communications a change in par value of the Common Stock or an administrative natureincrease in the authorized capital stock of LIGAND not involving the issuance of any shares thereof) from or any Governmental Entity consolidation or merger to which LIGAND is a party (other than a consolidation or merger in connection with which LIGAND is the transactions contemplated hereby;continuing corporation and that does not result in any reclassification or change in the Common Stock outstanding) or a conveyance, lease or transfer of all or substantially all of the properties and assets of LIGAND (other than the granting of a security interest); or
(iv) there shall be any actionvoluntary or involuntary dissolution, suit, claim, investigation liquidation or proceeding commenced winding-up of LIGAND; or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) there shall be any other event that would result in an adjustment pursuant to Section 9 hereof in the Exercise Price or the number of Warrant Shares that may be purchased upon the exercise hereof; LIGAND shall cause to be mailed or delivered to the Holder, (A) at least twenty (20) days (or ten (10) days in any case specified in clauses (i) or (ii) above) before the applicable record or effective date hereinafter specified or (B) on the date on which any case specified in clauses (i) through (v) above is publicly announced, whichever is later, a notice stating (A) the material damage date as of which the holders of Common Stock of record entitled to receive any such rights, options, warrants or destruction by fire or other casualty of any material Asset or part thereof distributions is to be determined, or (B) the date on which any material Asset such reorganization, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or part thereof becoming winding-up is expected to become effective, and the subject date as of any proceeding (or, which it is expected that holders of Common Stock of record shall be entitled to the Sellers’ Knowledge, threatened proceeding) exchange their shares of Common Stock for the taking thereof or of any right relating thereto by condemnation, eminent domain securities or other similar governmental actionproperty, if any, deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding-up.
(b) The Purchaser LIGAND shall promptly notify the Sellers of:
(i) at least twenty (20) days before the occurrence of any change Acceleration Event (unless the occurrence of that Acceleration Event is beyond its control, in which case, LIGAND shall as soon as practicable) or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) on the date on which any written such Acceleration Event is publicly announced, whichever is later, cause to be mailed or delivered to the Holder a notice or other communication from any Person alleging describing in reasonable detail such Acceleration Event and informing the Holder that the consent of such Person is or Warrant may be required in connection with exercised by the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated herebyHolder thereof.
(c) Each Party hereby acknowledges that Any failure by LIGAND to provide notice to the other Party does not and Holder in accordance with this Section 10 shall not waive affect the legality or validity of any right it may have hereunder as a result of such notificationsdistribution, right, option, warrant, consolidation, merger, conveyance, lease, transfer, dissolution, liquidation or winding-up or the vote upon any such action.
Appears in 2 contracts
Samples: Warrant Agreement (Ligand Pharmaceuticals Inc), Warrant Agreement (Ligand Pharmaceuticals Inc)
Notices of Certain Events. (a) The Sellers Company shall promptly notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Purchaser of:
Company, promptly of (i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
by this Agreement, (iiiii) any written material notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
by this Agreement, (iii) any Legal Actions (including copies of all pleadings and correspondence relating thereto) commenced or to the Knowledge of the Company threatened against the Company or any of its Subsidiaries or Parent or its Subsidiaries, as applicable, arising out of or relating to this Agreement or the transactions contemplated by this Agreement (“Transaction Legal Action”), and (iv) any actionrepresentation or warranty of such party contained in this Agreement becoming untrue or inaccurate in any material respect, suitor the material failure of any party to comply with or satisfy any covenant, claimcondition or agreement in this Agreement, investigation or proceeding commenced or, to in each case such that the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to conditions set forth in Exhibit A would not be satisfied or would give rise to a right a termination set forth in Section 8.03(b) or Section 8.04(b), as the case may be. In addition, the Company shall notify Parent and Merger Sub promptly of any change or event having, or which is reasonably likely to have, a Company Material Adverse Effect or which would reasonably be likely to result in the failure of any of the conditions set forth in Annex I to be satisfied. In no event shall the delivery of any notice by a party pursuant to this Section 6.05 limit or otherwise affect the consummation respective rights, obligations, representations, warranties, covenants or agreements of the transactions contemplated hereby.
(c) Each Party hereby acknowledges that parties or the other Party does not conditions to the obligations of the parties under this Agreement. With respect to any Transaction Legal Action, the 26995100v.1 Company shall give Parent the opportunity to participate in the defense, settlement, or compromise of any such Transaction Legal Action, and no such settlement or compromise shall be agreed to without the prior written consent of Parent, which consent shall not waive be unreasonably withheld, conditioned, or delayed. For purposes of this Section 6.05, “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Legal Action by the Company (to the extent the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions with respect to the Transaction Legal Action but will not be afforded any right it may have hereunder decision making power or other authority over the Transaction Legal Action except for the settlement or compromise consent thereof as a result of such notificationsset forth above.
Appears in 2 contracts
Samples: Merger Agreement (Nanosphere Inc), Merger Agreement (Nanosphere Inc)
Notices of Certain Events. (a) The Sellers shall promptly notify Company will provide notice of the Purchaser offollowing events to each Notice Holder as soon as reasonably practicable:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty filing with the SEC of the Sellers hereunder being inaccurate such that General Resale Registration Statement, any pre- or post-effective amendment thereto or any related prospectus, prospectus supplement or “issuer free writing prospectus” (as defined in Rule 433 under the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing DateSecurities Act);
(ii) the effectiveness under the Securities Act, of the General Resale Registration Statement or any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyamendment thereto;
(iii) the receipt by the Company of any written notice (request by the staff of the SEC or any other than routine communications of an administrative nature) from governmental authority for any Governmental Entity in connection with amendment or supplement to the transactions contemplated herebyGeneral Resale Registration Statement;
(iv) the issuance, by the SEC or any actionother governmental authority, suit, claim, investigation of any stop order suspending the effectiveness of the General Resale Registration Statement or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting receipt by the Business that, if pending on the date hereof, would Company of any written notice that proceedings for such purpose have been required to initiated or threatened;
(v) the receipt by the Company of any written notice (x) of the suspension of the qualification or exemption from qualification of the offer and sale of the Registrable Securities in any jurisdiction; or (y) that proceedings for such purpose have been disclosed hereunder initiated or that related threatened;
(vi) the withdrawal or lifting of any suspension referred to in clause (iv) or would otherwise affect the consummation of the transactions contemplated hereby(v) above; and
(vvii) (A) that the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming Company has determined that the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty use of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not General Resale Registration Statement must be satisfied if such inaccuracy were to exist suspended (which notice may, at the Closing Date;
(ii) any written notice or other communication from any Person alleging Company’s discretion, state that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any actionit constitutes a Blackout Commencement Notice), suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated hereby.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder including as a result of the occurrence of any event that causes any of the General Resale Registration Statement Documents to have a Material Disclosure Defect or to cease to comply with applicable law; provided, however, that (x) the Company need not provide any such notificationsnotice during a Blackout Period; and (y) in no event will this Section 11(e) require the Company to, and in no event will the Company, provide any information that they in good faith determine would constitute material non-public information. In addition, during the pendency of any Demand Underwritten Offering pursuant to Section 8 or any Piggyback Underwritten Offering pursuant to Section 9, but other than during a Blackout Period, each Notice Holder whose Registrable Securities are to be sold in such offering pursuant to the related Demand Underwriting Registration Statement or Piggyback Registration Statement, as applicable, will be afforded the same notice set forth in the preceding sentence with respect to the events set forth in clauses (i) through (vii), inclusive, of this Section 11(e) relating to such Registration Statement.
Appears in 2 contracts
Samples: Merger Agreement (Shenandoah Telecommunications Co/Va/), Investor Rights Agreement (Shenandoah Telecommunications Co/Va/)
Notices of Certain Events. (a) The Sellers shall promptly notify Borrower will provide notice of the Purchaser offollowing events to the Lender and to each Notice Holder as soon as reasonably practicable:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty filing with the SEC of the Sellers hereunder being inaccurate such that General Resale Registration Statement, any pre- or post-effective amendment thereto or any related prospectus, prospectus supplement or “issuer free writing prospectus” (as defined in Rule 433 under the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing DateSecurities Act);
(ii) the effectiveness under the Securities Act, of the General Resale Registration Statement or any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyamendment thereto;
(iii) the receipt, by the Borrower, of any written notice (request by the staff of the SEC or any other than routine communications of an administrative nature) from governmental authority for any Governmental Entity in connection with amendment or supplement to the transactions contemplated herebyGeneral Resale Registration Statement;
(iv) the issuance, by the SEC or any actionother governmental authority, suitof any stop order suspending the effectiveness of the General Resale Registration Statement or the receipt, claimby the Borrower, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would of any notice that proceedings for such purpose have been required to initiated or threatened;
(v) the receipt, by the Borrower, of any notice (x) of the suspension of the qualification or exemption from qualification of the offer and sale of the Registrable Securities in any jurisdiction; or (y) that proceedings for such purpose have been disclosed hereunder initiated or that related threatened;
(vi) the withdrawal or lifting of any suspension referred to in clause (iv) or would otherwise affect the consummation of the transactions contemplated hereby(v) above; and
(vvii) (A) that the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming Borrower has determined that the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty use of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not General Resale Registration Statement must be satisfied if such inaccuracy were to exist suspended (which notice may, at the Closing Date;
(ii) any written notice or other communication from any Person alleging Borrower’s discretion, state that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any actionit constitutes a Blackout Commencement Notice), suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated hereby.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder including as a result of the occurrence of any event that causes any of the General Resale Registration Statement Documents to have a Material Disclosure Defect or to cease to comply with applicable law; provided, however, that (x) the Borrower need not provide any such notificationsnotice during a Blackout Period; and (y) in no event will this Section 7(e) require the Borrower to, and in no event will the Borrower, provide any information that it in good faith determines would constitute material non-public information. In addition, during the pendency of any Demand Underwritten Offering pursuant to Section 4 or any Piggyback Underwritten Offering pursuant to Section 5, but other than during a Blackout Period, the Borrower will provide notice of each Notice Holder whose Registrable Securities are to be sold in such offering pursuant to the related Demand Underwriting Registration Statement or Piggyback Registration Statement, as applicable, which such Notice Holders will be afforded the same notice set forth in clauses (i) through (vii), inclusive, of this Section 7(e) relating to such Registration Statement.
Appears in 2 contracts
Samples: Second Registration Rights Agreement (Centogene N.V.), Second Registration Rights Agreement (Centogene N.V.)
Notices of Certain Events. In the event the Company shall propose to:
(a) The Sellers shall promptly notify take a record of the Purchaser of:holders of its shares of Common Stock (or other securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any other securities, or to receive any other right; or
(b) request to the relevant stock exchange or securities regulatory agency that the Company’s IPO be declared effective; or
(c) enter into any Merger Transaction; or
(d) undertake voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such above case, the Company will send or cause to be sent to the Registered Holder a notice specifying, as the case may be, (i) any change the anticipated date on which the record date is to be taken for the purpose of such dividend, distribution or event thatright, individually and the amount and character of such dividend, distribution or in the aggregateright, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) the anticipated date on which the Company expects its IPO to become effective, or (iii) the anticipated date on which such “Deemed Liquidation Event” (as defined in the Amended and Restated Articles of the Company), dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of shares of Common Stock (or such other securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice from shall be sent at least ten (10) days prior to the anticipated record or effective date for the event specified in such notice. Failure to timely provide the notice required by this Section 6 shall entitle the Registered Holder to retain the benefit of the applicable notice period notwithstanding anything to the contrary contained in any Person alleging that insufficient notice received by the consent Registered Holder. For avoidance of doubt, failure to so provide such Person is or may be required notice in connection with a Deemed Liquidation Event shall result in the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect Exercise Period being extended beyond the consummation of the transactions contemplated hereby; and
(v) (A) Deemed Liquidation Event until such notice shall have been delivered and the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming notice period shall have lapsed. The notice period shall begin on the subject of any proceeding (or, to date the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have Registered Holder actually receives a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that containing all the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated herebyinformation specified above.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.
Appears in 2 contracts
Samples: Warrant Agreement (Arcadia Biosciences, Inc.), Warrant Agreement (Arcadia Biosciences, Inc.)
Notices of Certain Events. (a) The Sellers Each of Scripps and Journal shall promptly notify notify, and provide copies of related notices, correspondence and documentation to, the Purchaser other of:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(iia) any notice or other communication from any Person alleging that the consent Consent of such Person is or may be required in connection with the transactions contemplated herebyTransactions;
(iiib) any written material notice (or other than routine communications of an administrative nature) communication from any Governmental Entity Authority in connection with the transactions contemplated herebyTransactions;
(ivc) any actiondiscovery by such party that any of its representations and warranties contained in this Agreement was, suitwhen made, claimor has subsequently become, investigation untrue or proceeding inaccurate in any material respect (except with respect to any representations and warranties including the word “Material Adverse Effect,” “ material” or words of similar import, with respect to which, in each such case, such party shall provide such notice if it discovers that such representations and warranties were untrue or inaccurate in any respect);
(d) any failure of that party hereto to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder;
(e) any Actions commenced or, to the Sellers’ Knowledge its Knowledge, threatened against, relating to or involving or otherwise affecting Scripps or any of its Subsidiaries or Journal or any of its Subsidiaries, as the Business case may be, that, if pending on the date hereof, would have been required to have been disclosed hereunder pursuant to any of such party’s representations or warranties, as the case may be, or that related are material and relate to or would otherwise affect the consummation of the transactions contemplated herebyTransactions; and
(vf) (A) the material damage any notice of termination, cancellation or destruction by fire or other casualty non-renewal of any material Asset Scripps Material Contract or part thereof Journal Material Contract (or (B) any material Asset Contract entered into after the date hereof that would have been a Scripps Material Contract or part thereof becoming Journal Material Contract if such Contract had been entered into prior to the subject date hereof); provided, however, that the delivery of any proceeding (or, notice pursuant to the Sellers’ Knowledge, threatened proceeding) for the taking thereof this Section 11.09 shall not affect or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected deemed to have a Purchaser Material Adverse Effect, or otherwise result in modify any representation or warranty of the Purchaser made by any party hereto hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is limit or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of remedies available hereunder to the transactions contemplated herebyparty hereto receiving that notice.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.
Appears in 2 contracts
Samples: Master Transaction Agreement (Journal Communications Inc), Master Transaction Agreement (Scripps E W Co /De)
Notices of Certain Events. (a) The Sellers shall promptly notify Each Party will give prompt notice to the Purchaser ofother of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement pursuant to its terms and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to:
(i) cause any change of the representations or event that, individually warranties of such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time (provided that this clause (i) shall not apply in the aggregate, has had case of any event or reasonably may be expected to result in state of facts resulting from the actions or omissions of a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;Party which are required under this Agreement); or
(ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party hereunder prior to the Effective Time, provided, however, that the delivery of any notice from any Person alleging that the consent of such Person is pursuant to this Section 7.7 shall not limit or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, remedies available hereunder to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental actionParty receiving that notice.
(b) The Purchaser shall promptly notify No Party may elect not to complete the Sellers transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom under Subsection 8.2(c)(iii) or 8.2(d)(iii) prior to the Effective Date, unless the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfilment of the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the earlier of:
: (i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Outside Date;
; and (ii) any written the expiration of a period of ten Business Days from such notice and then only if such matter has not been cured by such date. If such notice has been delivered prior to making of application for the Xxxxxxx Final Order or other communication from any Person alleging that the consent Mountain Meeting or the Xxxxxxx Meeting, such application and/or meetings shall be postponed, if and to the extent necessary, until the expiry of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated herebyperiod.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.
Appears in 2 contracts
Samples: Arrangement Agreement (Mountain Province Diamonds Inc.), Arrangement Agreement (Mountain Province Diamonds Inc.)
Notices of Certain Events. (a) The Sellers From the date hereof until the earlier of the Closing or the termination of this Agreement, the CCR Parties shall promptly notify the Purchaser CCBCC Parties in writing of:
(i) any fact, circumstance, change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser CCR Material Adverse EffectEffect or (B) has resulted in, or otherwise would reasonably be expected to result in in, the failure of any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent conditions set forth in Section 7.3(c) would not Article VII to be satisfied if such inaccuracy were to exist at the Closing Datesatisfied;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(iii) any written notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated hereby; andby this Agreement;
(iv) any action, suit, claim, investigation or proceeding Action commenced or, to the Purchaser’s knowledgeKnowledge of the CCR Parties, threatened against, relating to or involving or otherwise affecting the Purchaser CCR Business, the CCR Transferred Assets or the CCR Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.05 or that relates to or would otherwise affect the consummation of the transactions contemplated herebyby this Agreement; and
(v) the damage or destruction by fire or other casualty of any material CCR Transferred Asset or part thereof. The CCBCC Parties’ receipt of information pursuant to this Section 5.09(a) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the CCR Parties in this Agreement (including Section 8.01(d), Section 8.01(f) and Section 9.02) and shall not be deemed to amend or supplement the CCR Disclosure Schedule, subject to the CCR Parties’ ability to amend or supplement the CCR Disclosure Schedule in accordance with Section 5.08(a).
(cb) Each Party hereby acknowledges From the date hereof until the earlier of the Closing or the termination of this Agreement, the CCBCC Parties shall promptly notify the CCR Parties and/or their designees in writing of:
(i) any fact, circumstance, change or event that, individually or in the aggregate, (A) has had or would reasonably be expected to have a CCBCC Material Adverse Effect or (B) has resulted in, or would reasonably be expected to result in, the failure of any of the conditions set forth in Article VII to be satisfied;
(ii) any written communication from any Person alleging that the consent of such Person is required in connection with the transactions contemplated by this Agreement;
(iii) any written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;
(iv) any Action commenced or, to the Knowledge of the CCBCC Parties, threatened against, relating to or involving or otherwise affecting the CCBCC Business, the CCBCC Transferred Assets or the CCBCC Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.05 or that relates to the consummation of the transactions contemplated by this Agreement; and
(v) the damage or destruction by fire or other Party does casualty of any material CCBCC Transferred Asset or part thereof. The CCR Parties’ receipt of information pursuant to this Section 5.09(b) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the CCBCC Parties in this Agreement (including Section 8.01(c), Section 8.01(e) and Section 9.03) and shall not waive any right it may have hereunder as a result of such notificationsbe deemed to amend or supplement the CCBCC Disclosure Schedule, subject to the CCBCC Parties’ ability to amend or supplement the CCBCC Disclosure Schedule in accordance with Section 5.08(b).
Appears in 2 contracts
Samples: Asset Exchange Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Exchange Agreement (Coca Cola Co)
Notices of Certain Events. (a) The From the date hereof until the earlier of the applicable Closing or the termination of this Agreement, the Sellers shall promptly notify the Purchaser Buyer in writing of:
(ia) any fact, circumstance, change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse EffectEffect or (ii) has resulted in, or otherwise would reasonably be expected to result in in, the failure of any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent conditions set forth in Section 7.3(c) would not Article VII to be satisfied if such inaccuracy were to exist at the Closing Datesatisfied;
(iib) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(iiic) any written notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated hereby; andby this Agreement;
(ivd) any action, suit, claim, investigation or proceeding Action commenced or, to the Purchaser’s knowledgeKnowledge of the Sellers, threatened against, relating to or involving or otherwise affecting the Purchaser Business, the Transferred Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.05 or that relates to or would otherwise affect the consummation of the transactions contemplated hereby.by this Agreement; and
(ce) Each Party hereby acknowledges that the damage or destruction by fire or other Party does casualty of any material Transferred Asset or part thereof. The Buyer’s receipt of information pursuant to this Section 5.09 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Sellers in this Agreement (including Section 8.01(d), Section 8.01(e) and Section 9.02) and shall not waive any right it may be deemed to amend or supplement the Disclosure Schedule, subject to the Sellers’ ability to amend or supplement the Disclosure Schedule in accordance with Section 5.08. Notwithstanding anything to the contrary in this Section 5.09, from and after the Initial Closing, the Sellers will have hereunder as a result no further rights or obligations under this Section 5.09 with respect to the portion of such notificationsthe Business conducted in the Initial Closing Territory or the Initial Closing Transferred Assets, and from and after each Interim Closing, the Sellers will have no further rights or obligations under this Section 5.09 with respect to the portion of the Business conducted in the applicable Interim Closing Territory or the applicable Interim Closing Transferred Assets.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/)
Notices of Certain Events. During the period from the date of this Agreement until the last Business Day immediately prior to the Closing Date (a) The Sellers shall promptly notify subject to earlier termination of this Agreement), each Party will give written notice to the Purchaser other Party of any material variance from its representations and warranties in Sections 3, 4 or 5, as the case may be. Unless the Party receiving such notice has the right to terminate this Agreement pursuant to Section 10 by reason of such development and exercises that right prior to Closing, the written notice pursuant to this Section 6.2 will be deemed, solely for purposes of Section 11 hereof following the Closing, to have amended the Disclosure Letter, to have qualified the representations and warranties contained in Section 3, 4 or 5, as applicable, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the development. Each Party will give written notice to the other Parties of:
(ia) the discovery of any fact, condition, change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would could reasonably be expected to have a Purchaser Material Adverse Effect, Effect or otherwise result results in any representation or warranty of the Purchaser by such Party hereunder being inaccurate in any respect as of the date of such that the condition precedent in Section 7.3(c) would not be satisfied if fact, condition, change or event had such inaccuracy were to exist at the Closing Daterepresentation or warranty been made as of such date;
(iib) the discovery of any fact, condition, change or event that causes or constitutes a breach of any of the representations or warranties of such Party made as of the date hereof;
(c) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated herebyContemplated Transactions; and
(ivd) any action, suit, claim, investigation or proceeding commenced pending or, to the Purchaser’s knowledgeKnowledge of such Party, threatened againstThreatened Proceeding, relating to or involving or otherwise affecting such Party that, if pending on the Purchaser date hereof, (in the case of the Company) would have been required to have been disclosed pursuant to Section 3.16 hereof or that relates to or would otherwise affect the consummation of the transactions contemplated hereby.
Contemplated Transactions; and the Company will give the Buyer notice of (ci) Each Party hereby acknowledges that the damage or destruction by fire or other Party does not and shall not waive casualty of any material asset or part thereof of the Company or (ii) any material asset or part thereof of the Company becoming the subject of any Proceeding (or, to the Knowledge of the Company, Threatened Proceeding) for the taking thereof or of any right it may have hereunder as a result of such notificationsrelating thereto by condemnation, eminent domain or other similar governmental action.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers From the date hereof until the earlier of the Closing or the termination of this Agreement, the CCBU Parties shall promptly notify the Purchaser CCBCC Parties in writing of:
(i) any fact, circumstance, change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser CCBU Material Adverse EffectEffect or (B) has resulted in, or otherwise would reasonably be expected to result in in, the failure of any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent conditions set forth in Section 7.3(c) would not Article VII to be satisfied if such inaccuracy were to exist at the Closing Datesatisfied;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(iii) any written notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated hereby; andby this Agreement;
(iv) any action, suit, claim, investigation or proceeding Action commenced or, to the Purchaser’s knowledgeKnowledge of the CCBU Parties, threatened against, relating to or involving or otherwise affecting the Purchaser CCBU Business, the CCBU Transferred Assets or the CCBU Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.05 or that relates to or would otherwise affect the consummation of the transactions contemplated herebyby this Agreement; and
(v) the damage or destruction by fire or other casualty of any material CCBU Transferred Asset or part thereof. The CCBCC Parties’ receipt of information pursuant to this Section 5.09(a) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the CCBU Parties in this Agreement (including Section 8.01(d), Section 8.01(f) and Section 9.02) and shall not be deemed to amend or supplement the CCBU Disclosure Schedule, subject to the CCBU Parties’ ability to amend or supplement the CCBU Disclosure Schedule in accordance with Section 5.08(a).
(cb) Each Party hereby acknowledges From the date hereof until the earlier of the Closing or the termination of this Agreement, the CCBCC Parties shall promptly notify the CCBU Parties in writing of:
(i) any fact, circumstance, change or event that, individually or in the aggregate, (A) has had or would reasonably be expected to have a CCBCC Material Adverse Effect or (B) has resulted in, or would reasonably be expected to result in, the failure of any of the conditions set forth in Article VII to be satisfied;
(ii) any written communication from any Person alleging that the consent of such Person is required in connection with the transactions contemplated by this Agreement;
(iii) any written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;
(iv) any Action commenced or, to the Knowledge of the CCBCC Parties, threatened against, relating to or involving or otherwise affecting the CCBCC Business, the CCBCC Transferred Assets or the CCBCC Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.05 or that relates to the consummation of the transactions contemplated by this Agreement; and
(v) the damage or destruction by fire or other Party does casualty of any material CCBCC Transferred Asset or part thereof. The CCBU Parties’ receipt of information pursuant to this Section 5.09(b) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the CCBCC Parties in this Agreement (including Section 8.01(c), Section 8.01(e) and Section 9.03) and shall not waive any right it may have hereunder as a result of such notificationsbe deemed to amend or supplement the CCBCC Disclosure Schedule, subject to the CCBCC Parties’ ability to amend or supplement the CCBCC Disclosure Schedule in accordance with Section 5.08(b).
Appears in 1 contract
Samples: Asset Exchange Agreement (Coca Cola Bottling Co Consolidated /De/)
Notices of Certain Events. (a) The Sellers Seller shall promptly notify the Purchaser Buyer of:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement;
(iii) any written notice actions, suits, claims, investigations or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding proceedings commenced or, to the Purchaser’s knowledge, its knowledge threatened against, relating to or involving or otherwise affecting Seller or the Purchaser Business that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.08 or that relates relate to or would otherwise affect the consummation of the transactions contemplated herebyby this Agreement;
(iv) the damage or destruction by fire of other casualty of any Purchased Asset or part thereof or in the event that any Purchased Asset or part thereof becomes the subject of any proceeding or, to the knowledge of Seller, threatened proceeding for the taking thereof or any part thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action;
(v) any material changes of the type represented in Section 3.17 which occur from the date hereof until the Closing Date with respect to customers listed on Schedule 3.17; and
(vi) any item that would have been required to be described on Schedule 3.12 if Seller had knowledge of such item on or prior to the date hereof and any adverse change in any of the items described on Schedule 3.12.
(cb) Each Party hereby acknowledges that the other Party does not Seller shall promptly notify Buyer of, and shall not waive furnish Buyer any right information it may reasonably request with respect to, the occurrence to Seller's knowledge of any event or condition or the existence to Seller's knowledge of any fact that would cause any of the conditions to Buyer's obligation to consummate the purchase and sale of the Purchased Assets not to be fulfilled. If between the Balance Sheet Date and the Closing Date, any of the matters referenced in Section 5.03(a)(iv) shall have hereunder as a result of occurred, then Seller, at its option, shall either repair any damage or casualty at its expense or deliver to Buyer on the Closing Date any insurance proceeds (including but not limited to condemnation insurance proceeds), or rights to receive insurance proceeds, with respect thereto or the Purchase Price shall be reduced by such notificationsamount.
Appears in 1 contract
Samples: Asset Purchase Agreement (Anchor Glass Container Corp)
Notices of Certain Events. (a) The Sellers For the period commencing on the date hereof and ending immediately prior to the Closing, the Company shall promptly notify the Purchaser of:
(i) the occurrence of any Material Adverse Effect or any fact, condition, change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or that otherwise result results in any representation or warranty of the Sellers Company or the Majority Shareholder hereunder being inaccurate in any material respect (or where such that representation or warranty is already qualified by materiality, in any respect) as of the condition precedent in Section 7.2(c) would not be satisfied if date of such inaccuracy were to exist at the Closing Datefact, condition, change or event had such representation or warranty been made as of such date;
(ii) any notice from fact, condition, change or event that causes or constitutes a breach in any Person alleging that material respect of any of the consent representations or warranties of the Company or the Majority Shareholder hereunder made as of the date hereof (or where such Person representation or warranty is or may be required already qualified by materiality, in connection with the transactions contemplated herebyany respect);
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iiiiv) any written notice or other communication from or to any Governmental Entity in connection with the transactions contemplated hereby; and;
(ivv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledgeKnowledge of the Company, threatened against, relating to or involving or otherwise affecting the Purchaser Company or a Subsidiary that, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 4.12 (Legal Proceedings) or that relates to or would otherwise affect the consummation of the transactions contemplated hereby.; and
(cvi) Each Party (i) the damage or destruction by fire or other casualty of any material asset or part thereof or (ii) any material asset or part thereof becoming the subject of any proceeding (or, to the Knowledge of the Company, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action. The Company and the Shareholders hereby acknowledges acknowledge that the other Party Purchaser does not and shall not waive any right it may have hereunder solely as a result of such notificationsnotifications by the Company and any notification given by the Company or any Shareholder pursuant to this Section 7.3 (including any supplement to the Schedules to this Agreement) shall not have any effect for purposes of determining satisfaction of the conditions set forth in Section 8.2 of this Agreement; provided, that for purposes of determining whether there is a breach of any representation or warranty of the Company or the Majority Shareholder under Article IV or Article V hereof and for purposes of determining the obligations of the Company and the Majority Shareholder under Article XI hereof, such notification shall be deemed to qualify such representation, warranty and/or obligation.
(b) For the period commencing on the date hereof and ending immediately prior to the Closing, the Purchaser shall promptly notify the Company and the Shareholders of:
(i) the occurrence of any material adverse effect or any fact, condition, change or event that otherwise results in any representation or warranty of the Purchaser or Parent hereunder being inaccurate in any material respect (or where such representation or warranty is already qualified by materiality, in any respect) as of the date of such fact, condition, change or event had such representation or warranty been made as of such date;
(ii) any fact, condition, change or event that causes or constitutes a breach in any material respect of any of the representations or warranties of the Purchaser or Parent hereunder made as of the date hereof (or where such representation or warranty is already qualified by materiality, in any respect);
(iii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby; and
(iv) any notice or other communication from or to any Governmental Entity in connection with the transactions contemplated hereby. The Purchaser hereby acknowledges that the Company and the Shareholders do not and shall not waive any right they may have hereunder solely as a result of such notifications by the Purchaser and any notification given by the Purchaser pursuant to this Section 7.3 shall not have any effect for purposes of determining satisfaction of the conditions set forth in Section 8.3 of this Agreement; provided, that for purposes of determining whether there is a breach of any representation or warranty of the Purchaser or the Parent under Article VI hereof and for purposes of determining the obligations of the Purchaser and the Parent under Article XI hereof, such notification shall be deemed to qualify such representation, warranty and/or obligation.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers Prior to the Closing Date, Seller, on the one hand, and Buyer, on the other hand, shall promptly notify the Purchaser other of:
(ia) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iiib) any written notice or other oral or written communication from any Governmental Entity Authority in connection with the transactions contemplated herebyhereby or relating to the Business;
(c) the occurrence or non-occurrence of any event, condition or circumstance the occurrence or non-occurrence of which would be reasonably likely to cause any representation or warranty contained herein, whether made as of the date hereof or as of the Closing Date, to be untrue or inaccurate in any material respect at or prior to the Closing;
(d) any failure of Seller or Buyer, as the case may be, to comply with or satisfy in any material respect, in a timely manner, any covenant, condition or agreement to be complied with or satisfied by it hereunder;
(e) any material development affecting the Purchased Assets, the Assumed Liabilities, financial condition, operations, results of operations or customer, supplier or employee relations of the Seller and related to the Business; and
(ivf) any actionchange, suitcircumstance or event that has had or could reasonably be expected to have a Material Adverse Effect, claim, investigation or proceeding commenced or, could delay or impede the ability of Seller or Buyer to the Purchaser’s knowledge, threatened against, relating perform its obligations pursuant to or involving or otherwise affecting the Purchaser that relates this Agreement and to or would otherwise affect the consummation of consummate the transactions contemplated hereby.
(c) Each Party hereby acknowledges that ; provided, that, the delivery of any notice pursuant to this Section 6.01 shall not, without the express written consent of each of the other Parties (which consent may be withheld in their respective sole discretion) be deemed to (i) modify the representations, warranties, covenants or agreements hereunder of the Party does not and shall not waive delivering such notice, or the Disclosure Schedule, (ii) modify any right it may have of the conditions set forth in Article IX, (iii) cure or prevent any such inaccuracy or failure, or (iv) limit or otherwise affect the remedies available hereunder as a result of or otherwise to the Party receiving such notificationsnotice, except to the extent the Parties elect to consummate the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Tollgrade Communications Inc \Pa\)
Notices of Certain Events. (a) The Sellers shall promptly notify From the Purchaser of:
(i) any change or event that, individually or in date of this Agreement until the aggregate, has had or reasonably may be expected earlier to result in a Material Adverse Effect, or otherwise result in any representation or warranty occur of the Sellers hereunder being inaccurate such that Effective Time or the condition precedent termination of this Agreement in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent accordance with its terms, Target shall notify Purchaser promptly of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
by this Agreement, (iiiB) any written notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated hereby; and
by this Agreement, (ivC) any action, suit, claim, investigation Actions commenced or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving Target or, to Target’s Knowledge, any Stockholder or otherwise affecting Optionholder (in their capacities as such), and (D) any fact, event, change or effect which (x) has or could be expected to have, individually or in the Purchaser that relates aggregate, a Material Adverse Effect, (y) has resulted in, or could reasonably be expected to result in, any representation or would warranty made by Target hereunder or, to Target’s Knowledge, by any Stockholder or Optionholder under any Letter of Transmittal or Option Cancellation Agreement not being true and correct or (z) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in ARTICLE VIII to be satisfied. In no event shall the delivery of any notice pursuant to this Section 7.05(a) limit or otherwise affect the consummation respective rights, obligations, representations, warranties, covenants or agreements of the transactions contemplated herebyparties or the conditions to the obligations of the parties under this Agreement including with respect to indemnification.
(b) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with its terms, Target shall prepare unaudited monthly balance sheets and related unaudited monthly statements of income and retained earnings in the ordinary course of business, and promptly deliver such monthly statements to Purchaser (at which time such statements shall be attached to Section 4.04 of the Target Disclosure Schedules and shall constitute Interim Financial Statements for purposes of this Agreement).
(c) Each Party hereby acknowledges that From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with its terms, Target shall give Purchaser prompt notice of any stockholder or other Party does not Equity Interest holder Action against Target or its officers or directors, and Target shall not waive settle any right it may have hereunder such Action without the prior consent of Purchaser, which shall not be unreasonably withheld, delayed or conditioned. Except as a result of expressly stated otherwise in this Section 7.05(c), the party named in any stockholder or other Equity Interest holder Action shall control and make all decisions related to such notificationsstockholder Action.
Appears in 1 contract
Samples: Merger Agreement (Teladoc, Inc.)
Notices of Certain Events. (a) The Sellers Until the Option Closing or the termination of this Agreement, whichever occurs first, the Shareholders shall promptly notify the Purchaser AQUM of:
(ia) any fact, condition, change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result results in any representation or warranty of the Sellers Company or the Shareholders hereunder being inaccurate in any respect as of the date of such that the condition precedent in Section 7.2(c) would not be satisfied if fact, condition, change or event had such inaccuracy were to exist at the Closing Daterepresentation or warranty been made as of such date;
(iib) any fact, condition, change or event that causes or constitutes a breach of any of the representations or warranties of the Company or the Shareholders hereunder made as of the date hereof;
(c) any notice or other communication from any Person person or entity alleging that the consent of such Person person or entity is or may be required in connection with the transactions contemplated hereby;
(iiid) any written notice (or other than routine communications of an administrative nature) communication from or to any Governmental Entity in connection with the transactions contemplated hereby;
(ive) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge its knowledge, threatened against, relating to or involving or otherwise affecting the Business Company or its business that, if pending on the date hereof, would have been required to have been disclosed hereunder pursuant to Section 4.13 or that related relate to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (Ai) the material damage or destruction by fire or other casualty of any material Asset asset of the Company or part thereof or (Bii) any material Asset asset of the Company or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledgeknowledge of the Company or the Shareholders, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such Shareholders hereby acknowledge that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated hereby.
(c) Each Party hereby acknowledges that the other Party AQUM does not and shall not waive any right it may have hereunder solely as a result of such notificationsnotifications and any notification given pursuant to this Section 6.05 shall (x) not have any effect for purposes of determining satisfaction of the conditions set forth in Article IX of this Agreement, (y) be disregarded for purposes of determining the obligations of the Shareholders under Article X hereof, and (z) not in any way limit AQUM's exercise of its rights hereunder.
Appears in 1 contract
Notices of Certain Events. During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Closing, the Company, the Israeli Subsidiary and each Company Shareholder (aas it relates to information about such Company Shareholder only) The Sellers shall promptly notify the Purchaser of:
(i) any change or event thatPurchaser, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The and Purchaser shall promptly notify the Sellers Company and the Shareholders' Agent of:
(ia) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyShare Purchase or this Agreement;
(iiib) any written notice or other communication from any Governmental Entity (i) delivered in connection with the transactions contemplated hereby; andShare Purchase or this Agreement, or (ii) indicating that a Company Authorization is revoked or about to be revoked or that a Company Authorization is required in any jurisdiction in which such Company Authorization has not been obtained, which revocation or failure to obtain has had or would reasonably be expected to be material to the Company or Purchaser, as the case may be;
(ivc) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Purchaser’s their respective knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser Company or the Israeli Subsidiary or Purchaser, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to the Agreement, as the case may be, or that relates relate to or would otherwise affect the consummation of the transactions contemplated hereby.Share Purchase;
(cd) Each Party hereby acknowledges any inaccuracy in or breach of any of their respective representations, warranties or covenants contained in this Agreement;
(e) any breach of any material covenant or obligation of the relevant party;
(f) any event, condition, fact or circumstance that occurs, arises or exists after the other Party does not date of this Agreement and shall not waive that causes or constitutes, or could reasonably be seen as likely to cause or constitute, an inaccuracy in or breach of any right it may have hereunder as a result representation or warranty made by the relevant party in this Agreement; and
(g) any event, condition, fact or circumstance that would make the timely satisfaction of such notificationsany of the conditions set forth in ARTICLE 7 impossible or unlikely.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers From the date hereof until the earlier to occur of the Closing Date and such time as this Agreement is terminated in accordance with Article XII, Seller, on the one hand, and Buyer, on the other hand, shall each promptly notify the Purchaser other of:
(ia) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated herebyby this Agreement;
(b) in the case of Seller or the Company, (i) the occurrence or non-occurrence of any event which, to Knowledge of Seller, has caused any representation or warranty made by the Seller or the Company herein to be untrue or inaccurate in any material respect at any time on or after the date hereof and prior to the Closing and (ii) any material failure on the part of Seller or the Company to comply with or satisfy any covenant or agreement set forth herein to be complied with or satisfied by Seller or the Company hereunder on or after the date hereof and prior to the Closing;
(c) in the case of Buyer, (i) the occurrence or non-occurrence of any event which, to its knowledge, has caused any representation or warranty made by it herein to be untrue or inaccurate in any material respect at any time on or after the date hereof and prior to the Closing and (ii) any material failure on the part of Buyer to comply with or satisfy any covenant, condition or agreement set forth herein to be complied with or satisfied by Buyer hereunder on or after the date hereof and prior to the Closing;
(i) the commencement of any proceeding before the FCC or any other Governmental Authority involving any of the FCC Licenses, other than proceedings or litigation of general applicability to the television broadcasting industry that do not have a disproportionate impact on the Grant Entities or the Stations as compared with other broadcast television stations generally, and (ii) the receipt of written communications from the FCC regarding the Stations or the FCC licenses; and
(ive) any actionDamaged Asset having a book value, suitor replace or repair cost, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated herebyat least $50,000.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.
Appears in 1 contract
Samples: Stock Purchase Agreement (Nexstar Broadcasting Group Inc)
Notices of Certain Events. (a) The Sellers shall promptly notify the Purchaser of:
(i) any fact, condition, change or event that, individually or in the aggregate, has had or could reasonably may be expected to result in have a Material Adverse Effect, Effect with respect to the Business or otherwise result results in any representation or warranty of the Sellers hereunder being inaccurate in any material respect as of the date of such that the condition precedent in Section 7.2(c) would not be satisfied if fact, condition, change or event had such inaccuracy were to exist at the Closing Daterepresentation or warranty been made as of such date;
(ii) any notice from fact, condition, change or event that causes or constitutes a breach of any Person alleging that of the consent representations or warranties of such Person is or may be required in connection with Sellers hereunder made as of the transactions contemplated herebydate hereof;
(iii) any written notice (other than routine communications of an administrative nature) from any Proceeding commenced by a Governmental Entity in connection with that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(ivv) any action, suit, claim, investigation or proceeding Proceeding commenced or, to the Purchaser’s knowledgeKnowledge of Sellers, threatened in writing against, relating to or involving or otherwise affecting Sellers or the Purchaser Business that, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 4.12 or that relates relate to or would otherwise affect the consummation of the transactions contemplated hereby.
(b) Purchaser shall promptly notify Sellers of:
(i) any fact, condition, change or event that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect with respect to Purchaser or Parent or otherwise results in any representation or warranty of Purchaser and Parent hereunder being inaccurate in any material respect as of the date of such fact, condition, change or event had such representation or warranty been made as of such date; and
(ii) any fact, condition, change or event that causes or constitutes a breach of any of the representations or warranties of Purchaser and Parent hereunder made as of the date hereof;
(iii) any Proceeding commenced by a Governmental Entity that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated hereby.
(c) Each Party Sellers and Purchaser hereby acknowledges acknowledge that the other Party does each of Sellers and Purchaser do not and shall not waive any right it may have hereunder solely as a result of such notificationsnotifications and any notification given pursuant to this Section 6.4 (including any supplement to the Schedules to this Agreement) shall (a) (x) not have any effect for purposes of determining satisfaction of the conditions set forth in Section 7.2 of this Agreement, (y) be disregarded for purposes of determining the obligations of Sellers under Article X hereof, and (z) not in any way limit each of Sellers’ and Purchaser’s exercise of its rights hereunder and (b) not constitute an acknowledgment or admission of a breach of this Agreement; provided, further, that any unintentional failure to give notice pursuant to this Section 6.4 shall not be deemed to be a breach of covenant under this Section 6.4 (except and only to the extent that such failure is primarily caused by Sellers’ or Purchaser’s failure to maintain reasonable measures for assuring the giving of such notice), but rather shall constitute a breach of the underlying representation, warranty or condition,, provided, further, however, that if [***] have the right to, but do not elect to, [***] within [***] of its receipt of such notice, then [***], shall be deemed to have [***] this Agreement with respect to such matter.
Appears in 1 contract
Samples: Asset Purchase Agreement (Startengine Crowdfunding, Inc.)
Notices of Certain Events. (a) The Sellers Company shall promptly notify the Purchaser Buyer of:
(ia) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company and each of its Subsidiaries (or Buyer, post-Closing) to any such Person or create any Lien on any Equity Interests or any of the Company’s and each of its Subsidiaries’ assets;
(iiib) any written notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated hereby; andby this Agreement or the Additional Agreements;
(ivc) any action, suit, claim, investigation or proceeding Actions commenced or, to the Purchaser’s knowledgeknowledge of the Company, threatened against, relating to or involving or otherwise affecting the Purchaser Member, the Company and each of its Subsidiaries, the Equity Interests, any of the Company’s and each of its Subsidiaries’ assets, including without limitation the Real Property, or the Business or that relates relate to or would otherwise affect the consummation of the transactions contemplated hereby.by this Agreement or the Additional Agreements;
(cd) Each Party hereby acknowledges the occurrence of any fact or circumstance which constitutes or results, or could reasonably be expected to constitute or result in a Material Adverse Effect; and
(e) the occurrence of any fact or circumstance which constitutes or results, or could reasonably be expected to constitute or result in any representation made hereunder by the Company and/or the Member to be false or misleading in any material respect or to omit or fail to state a material fact; provided, however, that should any notice pursuant to this Section 6.2 require any amendment or supplement to the other Party does not and Company Disclosure Schedules, the Company may deliver to Buyer a supplement or amendment to the Company Disclosure Schedules specifying such change; provided further, however, that neither any such supplement or amendment to the Company Disclosure Schedules nor any notice pursuant to this Section 6.2 shall not waive limit the right of Buyer to claim a failure of a condition to the Closing set forth in Section 9.2, with respect to any right it may have hereunder as a result of matters disclosed in such notificationssupplement, amendment or notice.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers Seller shall promptly notify the Purchaser Buyers of:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement;
(iii) any written notice actions, suits, claims, investigations or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding proceedings commenced or, to the Purchaser’s knowledge, its knowledge threatened against, relating to or involving or otherwise affecting Seller or the Purchaser Business that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.08 or that relates relate to or would otherwise affect the consummation of the transactions contemplated herebyby this Agreement;
(iv) the damage or destruction by fire or other casualty of any Purchased Asset or part thereof or in the event that any Purchased Asset or part thereof becomes the subject of any proceeding or, to the knowledge of Seller, threatened proceeding for the taking thereof or any part thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action;
(v) any material changes of the type represented in Section 3.17 which occur from the date hereof until the Closing Date with respect to customers listed on Schedule 3.17; and
(vi) any item that would have been required to be described on Schedule 3.12 if Seller had knowledge of such item on or prior to the date hereof and any adverse change in any of the items described on Schedule 3.12.
(cb) Each Party hereby acknowledges Seller shall promptly notify Buyers of, and furnish Buyers any information either of them may reasonably request with respect to, the occurrence to Seller's knowledge of any event or condition or the existence to Seller's knowledge of any fact that would cause any of the other Party does conditions to Buyers' obligations to consummate the purchase and sale of the Purchased Assets not to be fulfilled. If between the Balance Sheet Date and the Closing Date, any of the matters referenced in Section 5.03(a)(iv) shall have occurred, then Seller, at its option, shall either repair any damage or casualty at its expense or deliver to Buyers on the Closing Date any insurance proceeds (including but not waive any right it may have hereunder as a result of limited to condemnation insurance proceeds), or rights to receive insurance proceeds, with respect thereto or the Purchase Price shall be reduced by such notificationsamount.
Appears in 1 contract
Samples: Asset Purchase Agreement (Anchor Glass Container Corp)
Notices of Certain Events. (a) The Sellers Seller Parent shall promptly notify the Purchaser Buyer Domestic of:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(iia) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement or the other Transaction Documents;
(iiib) any written notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated hereby; andby this Agreement or the other Transaction Documents;
(ivc) any actionactions, suitsuits, claimclaims or proceedings or, investigation or proceeding to its Knowledge, any investigations, commenced or, to the Purchaser’s knowledgeits Knowledge, threatened againstagainst a Seller, relating any of its Affiliates, the Purchased Assets or the Business that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Article 4 or involving or otherwise affecting the Purchaser that relates relate to or would otherwise affect the consummation of the transactions contemplated hereby.by this Agreement or the other Transaction Documents;
(cd) Each Party hereby acknowledges the damage or destruction by fire or other casualty of any material Purchased Asset or part thereof or in the event that any material Purchased Asset or part thereof becomes the subject of any proceeding or, to the Knowledge of Sellers, threatened proceeding for the taking thereof or any part thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action;
(e) any material developments related to or arising out of any False Claims Act Litigation, the *** Litigation, the Pending Regulatory Reviews or any material Regulatory Approval, including in each case where applicable (i) any proposed settlements thereof, (ii) any responses to such proposals and (iii) any other non-privileged communications related thereto;
(f) any notice from any Governmental Authority of any material noncompliance with any Regulatory Approval or any other Applicable Law relating to the manufacture, distribution or sale of Products by any Seller, any Affiliate of any Seller or any Collaborative Partner that manufactures Products for any Seller; and
(g) any breach of a representation or warranty of a Seller in this Agreement or failure of a Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in any such case, which, individually or in the aggregate, would reasonably be expected to result in any condition to the obligations of the Buyer Parties to effect the transactions contemplated by this Agreement not to be satisfied; provided, however, that the other Party does delivery of any notice pursuant to this Section 6.04 shall not limit or otherwise affect the remedies available hereunder to the Buyer Parties. From time to time, but no later than five Business Days prior to the Closing Date, Seller Parent may amend, modify, update or supplement the Seller Disclosure Schedule relating to any representation or warranty contained in Article 4 or Article 9 with respect to any matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such Schedule or that is necessary to complete or correct any information in any representation or warranty contained in Article 4 or Article 9 (any such amendment, modification, update or supplement, a “Schedule Supplement”); it being understood that any such Schedule Supplement shall be for informational purposes only and shall not waive be deemed to update the Seller Disclosure Schedule or cure any breach of any representation, warranty, covenant or other agreement for any purpose under this Agreement or to prejudice any right it may have hereunder as of any Buyer Party under this Agreement, including the right to seek indemnification pursuant to Article 12 and the right to assert that a result of such notificationscondition to Closing set forth in Section 11.02(a) has not been satisfied.
Appears in 1 contract
Notices of Certain Events. (a) The From the date hereof until the Closing Date, Sellers shall promptly notify the Purchaser of:
(i) any change notice or event that, individually or in other communication received by any person included within the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty definition of the Sellers hereunder being inaccurate such that the condition precedent “knowledge of Sellers” in Section 7.2(c11.05(b) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(iiA) any notice from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated herebyby this Agreement or (B) from any Governmental Entity alleging that the Companies or their subsidiaries are liable under any Environmental Law;
(iiiii) any written notice (or other than routine communications communication received by any person included within the definition of an administrative nature“knowledge of Sellers” in Section 11.05(b) from any Governmental Entity in connection with the transactions contemplated herebyTransaction;
(iviii) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to or threatened of which any person included within the definition of “knowledge of Sellers’ Knowledge threatened ” in Section 11.05(b) has knowledge and which are against, relating to or involving or otherwise affecting (A) the Business thatCompanies or their subsidiaries or (B) the Equity Interests, in each case which, if pending on the date hereofof this Agreement, would have been required to have been disclosed hereunder pursuant to Section 3.09 or that related which relate to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing DateTransaction;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any actioncondition, suit, claim, investigation event or proceeding commenced or, to the matter (other than those for which Purchaser’s knowledgeconsent has been obtained) of which any person included within the definition of “knowledge of Sellers” in Section 11.05(b) has knowledge which, threatened againstif pending or in existence on the date of this Agreement, relating would have been required to be disclosed pursuant to Section 3.11;
(v) any pending U.S. or involving foreign patent applications which, if issued, would materially limit or otherwise affecting materially prohibit the Purchaser that relates to or would otherwise affect the consummation then current activities of the transactions contemplated hereby.
(cCompanies or their subsidiaries of which any person included within the definition of “knowledge of Sellers” in Section 11.05(b) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.becomes aware;
Appears in 1 contract
Samples: Purchase Agreement (Ionics Inc)
Notices of Certain Events. (a) The Sellers From the date of this Agreement until the Effective Time, the Company shall promptly notify the Purchaser Parent of:
(ia) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(iiib) any written notice or other communication from any Governmental Entity Authority (i) delivered in connection with the transactions contemplated hereby; andby this Agreement or (ii) indicating that a Permit is revoked or about to be revoked or that a Permit is required in any jurisdiction in which such Permit has not been obtained, which revocation or failure to obtain has had or would reasonably be expected to have a Material Adverse Effect;
(ivc) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Purchaser’s knowledgeKnowledge of the Company, threatened against, relating to or involving or otherwise affecting any Acquired Company, that, if pending on the Purchaser date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.11 or 3.16, as the case may be, or that relates relate to or would otherwise affect the consummation of the transactions contemplated hereby.by this Agreement;
(cd) Each Party hereby acknowledges any inaccuracy in or breach of any representation or warranty (each, an “Update”) or covenant contained in this Agreement; provided that each Update may describe facts, events circumstances, or conditions that: (i) did not exist on or have changed since the date of this Agreement (“New Information”), or (ii) existed on the date of this Agreement (“Correcting Information”); provided further, that any notice made by the Company pursuant to this Section 5.08(d) shall be in a form reasonably acceptable to Parent and shall (other than with respect to New Information) constitute an acknowledgment by the Company Shareholders and holders of vested Company Options immediately prior to the Merger that the other Party does not matters set forth therein are indemnifiable under Article 10 (it being understood that the amount of any Damages resulting therefrom shall be determined following the Closing in accordance with Article 10); and
(e) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article 8 impossible or unlikely; No such notice or Update shall be deemed to supplement or amend the Company Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and shall not waive warranties made by the Company in this Agreement (except as set forth in Section 10.02(a) with respect to New Information), or (ii) determining whether any right it may have hereunder as a result of such notificationsthe conditions set forth in Article 8 has been satisfied.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers Each of the Company and Parent shall promptly notify and provide copies to the Purchaser other of:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any material written notice from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Datethis Agreement;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is Governmental Authority or may be required securities exchange in connection with the Merger or the other transactions contemplated herebyby this Agreement;
(iii) any written notice Proceeding, or other communication from any Governmental Entity in connection with to the transactions contemplated hereby; and
(iv) any actionknowledge of the Company, suitinvestigation, claim, investigation or proceeding commenced or, to the Purchaser’s its knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any of such Party’s representations or warranties, as the case may be, or that relates relate to or would otherwise affect the consummation of the Merger or the other transactions contemplated herebyby this Agreement; and
(iv) the occurrence of any event which would or would be reasonably likely to (A) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (B) result in the failure of any condition to the Merger set forth in Article 9 to be satisfied; provided, that the delivery of any notice pursuant to this Section 8.06 shall not (i) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (ii) update any section of the Company Disclosure Letter or the Parent Disclosure Letter.
(cb) Each Party hereby acknowledges that During the period from the date of this Agreement until the earlier of the Effective Time and the date, if any, on which the Agreement is terminated pursuant to Article 10 hereof, the Company shall promptly provide Parent with a copy of any material written correspondence to or from the FDA or any other Party does not Healthcare Regulatory Authority and inform Parent of any material oral communications with the FDA or any other Healthcare Regulatory Authority with respect to (i) any allegations of violations or infractions involving the U.S. infusion pump business of the Company and its Subsidiaries, (ii) the recall, removal or market withdrawal of any infusion pump or respiratory capital equipment sold in the U.S. by the Company or its Subsidiaries, (iii) any inspection of the infusion pump or respiratory equipment facilities as set forth in Section 9.06(b) of the Company Disclosure Letter or (iv) any warning letter issued to the Company or any of its Subsidiaries by the FDA. Notwithstanding the foregoing, except with respect to any Willful Breach, the failure to comply with this Section 8.06 shall not waive any right it may have hereunder as constitute a result breach or noncompliance of a covenant by such notificationsParty for determining the satisfaction of the conditions set forth in Section 9.02(a)(i) or Section 9.03(a)(i).
Appears in 1 contract
Samples: Merger Agreement (CAREFUSION Corp)
Notices of Certain Events. (a) The Sellers Seller shall promptly notify the Purchaser Buyer in writing of:
(i) any fact, condition, change or event thatwhich, individually or in the aggregate, has had or would be reasonably may be expected likely to result in have a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any breach in any material respect of any representation or warranty of Seller under this Agreement, or any agreement contemplated hereby, or any fact, condition, change or event which causes any such representation or warranty to be untrue or inaccurate in any material respect (including without limitation any subsequent inaccuracy in any Schedule hereto), or the failure by Seller to perform, comply with or satisfy, in any material respect, any covenant, condition, or agreement to be complied with or satisfied by Seller;
(iii) any notice or other communication received by Seller from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(iiiiv) any written notice (or other than routine communications of an administrative nature) communication from any Governmental Entity in connection with the transactions contemplated herebyby this Agreement;
(ivv) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Sellers’ Knowledge of Seller, threatened againstagainst Seller, relating to or involving or otherwise affecting the Business that, if pending on the date hereofof this Agreement, would have been required to have been disclosed hereunder pursuant to Section 3.9 or 3.10 or that related to could delay or would otherwise affect impair, in any material respect, the consummation of the transactions contemplated herebyby this Agreement; andor
(vvi) (A) the any material damage or damage, destruction by fire or other casualty of any material Asset loss (whether or part thereof or (Bnot covered by insurance) any material Asset or part thereof becoming affecting the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental actionBusiness.
(b) The Purchaser Buyer shall promptly notify the Sellers Seller in writing of:
(i) any change or event that, individually or breach in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any material respect of any representation or warranty of Buyer under this Agreement, or any agreement contemplated hereby, or any fact, condition, change or event which causes any such representation or warranty to be untrue or inaccurate in any material respect (including without limitation any subsequent inaccuracy in any Schedule hereto), or the Purchaser hereunder being inaccurate such that the condition precedent failure by Buyer to perform, comply with or satisfy, in Section 7.3(c) would not any material respect, any covenant, condition, or agreement to be complied with or satisfied if such inaccuracy were to exist at the Closing Dateby Buyer;
(ii) any written notice or other communication received by Buyer from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated herebyby this Agreement; andor
(iv) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Purchaser’s knowledgeKnowledge of Buyer, threatened againstthreatened, relating that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.3 or involving 4.4 or otherwise affecting the Purchaser that relates to could delay or would otherwise affect impair, in any material respect, the consummation of the transactions contemplated herebyby this Agreement.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers Seller shall promptly notify the ---------------------------- Purchaser of:
(ia) any fact, condition, change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result results in any representation or warranty of MSAI or the Sellers Seller hereunder being inaccurate in any respect as of the date of such that the condition precedent in Section 7.2(c) would not be satisfied if fact, condition, change or event had such inaccuracy were to exist at the Closing Daterepresentation or warranty been made as of such date;
(iib) any fact, condition, change or event that causes or constitutes a breach of any of the representations or warranties of MSAI or the Seller hereunder made as of the date hereof;
(c) any notice or other communication from any Person person or entity alleging that the consent of such Person person or entity is or may be required in connection with the transactions contemplated hereby;
(iiid) any written notice (or other than routine communications of an administrative nature) communication from or to any Governmental Entity in connection with the transactions contemplated hereby;
(ive) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge its knowledge, threatened against, relating to or involving or otherwise affecting the Business MSAI or its business that, if pending on the date hereof, would have been required to have been disclosed hereunder pursuant to Section 4.13 or that related relate to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (Ai) the material damage or destruction by fire or other casualty of any material Asset asset of MSAI or part thereof or (Bii) any material Asset asset of MSAI or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledgeknowledge of MSAI or the Seller, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The . Purchaser shall promptly notify the Sellers of:
(i) in good faith communicate with Seller regarding any change or event thatconcerns raised by any notifications given pursuant to this Section 6.05; provided, individually or in the aggregate, has had or would reasonably be expected that any failure to have a Purchaser Material Adverse Effect, or otherwise result in so communicate shall not affect any representation or warranty of the Parties' rights hereunder. The Seller hereby acknowledge that Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated hereby.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder solely as a result of such notificationsnotifications and any notification given pursuant to this Section 6.05 shall (x) not have any effect for purposes of determining satisfaction of the conditions set forth in Article IX of this Agreement, (y) be disregarded for purposes of determining the obligations of the Seller under Article X hereof, and (z) not in any way limit Purchaser's exercise of its rights hereunder.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers Each of the Company and Parent shall promptly notify and provide copies to the Purchaser other of:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any material written notice from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Datethis Agreement;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is Governmental Authority or may be required securities exchange in connection with the Merger or the other transactions contemplated herebyby this Agreement;
(iii) any written notice Proceeding, or other communication from any Governmental Entity in connection with to the transactions contemplated hereby; and
(iv) any actionknowledge of the Company, suitinvestigation, claim, investigation or proceeding commenced or, to the Purchaser’s its knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any of such Party’s representations or warranties, as the case may be, or that relates relate to or would otherwise affect the consummation of the Merger or the other transactions contemplated herebyby this Agreement; and
(iv) the occurrence of any event which would or would be reasonably likely to (A) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (B) result in the failure of any condition to the Merger set forth in Article 9 to be satisfied; provided, that the delivery of any notice pursuant to this Section 8.06 shall not (i) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (ii) update any section of the Company Disclosure Letter or the Parent Disclosure Letter.
(cb) Each Party hereby acknowledges During the period from the date of this Agreement until the earlier of the Effective Time and the date, if any, on which the Agreement is terminated pursuant to Article 10 hereof, the Company shall use its reasonable best efforts to promptly provide Parent with a copy of any material written correspondence to or from the FDA or any other Healthcare Regulatory Authority and inform Parent of any material oral communications with the FDA or any other Healthcare Regulatory Authority that would be provided to the other Party does not Regulatory Compliance Committee of the Company Board pursuant to the Company’s existing policies and procedures with respect to (i) any allegations of violations or infractions involving the Company Products, (ii) the recall, removal or market withdrawal of any Company Products sold in the U.S. by the Company or its Subsidiaries or (iii) any warning letter issued to the Company or any of its Subsidiaries by the FDA with respect to the Company Products, in each case of clauses (i) and (ii) and (iii) if the applicable Company Products are material to the Company and its Subsidiaries, taken as a whole. Notwithstanding the foregoing, except with respect to any Willful Breach, the failure to comply with this Section 8.06 shall not waive any right it may have hereunder as constitute a result breach or noncompliance of a covenant by such notificationsParty for determining the satisfaction of the conditions set forth in Section 9.02(a)(i) or Section 9.03(a)(i).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Becton Dickinson & Co)
Notices of Certain Events. (a) The From the date hereof through the Closing Date, Sellers shall promptly notify the give reasonably prompt written notice to Purchaser of:
after Sellers becomes aware of (i) the occurrence or non-occurrence of any change change, condition or event thatthe occurrence or non-occurrence of which would render any representation or warranty of Sellers contained in this Agreement, individually if made on or immediately following the date of such event, untrue or inaccurate (or materially untrue or inaccurate in the aggregatecase of representations qualified by materiality), (ii) the occurrence of any change, condition or event that has had or is reasonably may be expected likely to result in have a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications failure of an administrative nature) from Sellers or any Governmental Entity Affiliate of Sellers to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in connection with the transactions contemplated hereby;
nonfulfillment of any of the conditions to Purchaser’s obligations hereunder, (iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated herebyby this Agreement or (v) any judicial, administrative, regulatory, or arbitral actions, suits or proceedings (whether civil, criminal, judicial, whether public or private) or investigation by or before a Governmental Authority (other than inspections in the ordinary course of business) pending or, to the knowledge of Sellers, threatened against a party or the parties relating to the transactions contemplated by this Agreement.
(cb) Each Party hereby acknowledges From the date hereof through the Closing Date, Sellers shall supplement the information set forth on the Schedules with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Schedules or that is necessary to correct any information in the other Party does not and Schedules or in any representation or warranty of Sellers which has been rendered inaccurate thereby promptly following discovery thereof. No such supplement shall not waive be deemed to cure any right it may breach of any representation or warranty made in this Agreement or have hereunder as a result any effect for purposes of such notificationsdetermining the satisfaction of the conditions set forth in Section 7.01 or the compliance by Sellers with any covenant set forth herein or adversely affect Purchaser’s rights to indemnification pursuant to Article IX.
Appears in 1 contract
Notices of Certain Events. 3) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to ARTICLE 10 and (2) Effective Time, the Company will give prompt notice to Parent upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure by the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy, or failure would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Subsidiary to consummate the Merger set forth in Section 9.02 (other than Section 9.02(v) and Section 9.02(vi)) to fail to be satisfied at the Closing.
(a) The Sellers At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to ARTICLE 10 and (2) Effective Time, Parent will give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Subsidiary in this Agreement has become untrue or inaccurate in any material respect, or of any failure by Parent or Merger Subsidiary to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy or failure would reasonably be expected to cause any of the conditions to the obligations of the Company to consummate the Merger set forth in Section 9.03 to fail to be satisfied at the Closing.
(b) In no event shall promptly notify the Purchaser of:
(i) the delivery of any change or event that, individually or in the aggregate, has had or reasonably may be expected notice by a party pursuant to result in a Material Adverse Effect, this Section 8.05 limit or otherwise result in affect the respective rights, remedies, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement or (ii) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental actiondisclosing party.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated hereby.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.
Appears in 1 contract
Samples: Merger Agreement (Illumina Inc)
Notices of Certain Events. (a) The Sellers Company shall as promptly ------------------------- as is reasonably practicable notify the Purchaser of:
Parent of (i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated hereby;
by this Agreement, (iiiii) any written notice or other communication from any Governmental Entity governmental or regulatory agency or authority in connection with the transactions contemplated hereby; and
by this Agreement, (iviii) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Purchaser’s knowledge, best of its Knowledge threatened against, relating the Company or any of its Subsidiaries that, if pending on the date of this Agreement, would reasonably be expected to have been required to have been disclosed pursuant to Section 4.11 or involving or otherwise affecting the Purchaser that relates to or which would otherwise affect have a material adverse effect on the consummation of the transactions contemplated herebyby this Agreement and (iv) any fact or the occurrence or non-occurrence of any event (in each case of which the Company is aware) between the date of this Agreement and the Effective Time which would reasonably be expected to cause (A) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time or (B) any material failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that no such notification shall affect the representations or -------- ------- warranties of any party or the conditions to the obligations of any party hereunder.
(cb) Each Party hereby acknowledges of Parent and Merger Subsidiary shall as promptly as is reasonably practicable notify the Company of (i) any notice or other communication from any Person alleging that the other Party does not and shall not waive any right it may have hereunder as a result consent of such notificationsPerson (or other Person) is or may be required in connection with the transactions contemplated by this Agreement, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any fact or occurrence or non-occurrence of any event (in each case of which Parent or Merger Subsidiary is aware) between the date of this Agreement and the Effective Time which would cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective 44 Time or (y) any material failure of Parent or Merger Subsidiary to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by each of them hereunder; provided, however, that no such notification shall -------- ------- affect the representations or warranties of any party or the conditions to the obligations of any party hereunder.
Appears in 1 contract
Samples: Merger Agreement (International Flavors & Fragrances Inc)
Notices of Certain Events. (a) The Sellers From and after the date of this Agreement to the Closing, each Party to this Agreement shall promptly notify the Purchaser other Parties of:
(i) any change Any notice or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice other communication from any Person alleging that the consent any consent, waiver or approval of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(iiiii) any written Any notice (or other than routine communications of an administrative nature) communication from any Governmental Entity in connection with the transactions contemplated hereby;by this Agreement; or
(iviii) any action, suit, claim, investigation or proceeding Any Actions commenced or, to the Sellers’ Knowledge of Seller or to the Knowledge of Buyers, as applicable, threatened against, relating to or involving or otherwise affecting the Business such Party that: (A) with respect to Seller, if pending on the date hereofof this Agreement, would have been required to have been disclosed hereunder pursuant to Section 4.6 or that related would have a Material Adverse Effect with respect to Seller; or (B) with respect to any Buyer would otherwise affect the consummation of the transactions contemplated hereby; andhave a Material Adverse Effect with respect to any Buyer.
(vb) From and after the date of this Agreement to the Closing, Seller shall promptly notify Buyers of:
(Ai) the material Any damage or destruction by fire or other casualty of any material Asset of the Leased Real Property or the Purchased Assets or part thereof or (B) in the event that any material Asset or part thereof becoming of the Leased Real Property becomes the subject of any proceeding (or, to the Sellers’ KnowledgeKnowledge of Seller, threatened proceeding) proceeding for the taking thereof or any part thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action; or
(ii) The occurrence, or failure to occur, of any event subsequent to the date hereof that renders or would render any representation, warranty or statement of Seller or Parent in this Agreement or the Disclosure Schedule to be untrue or inaccurate at any time from the date hereof to the Closing Date or that results or may result in the failure to satisfy any of the conditions specified in Article VII of this Agreement. No notice under this clause (ii) 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; provided, however, that if (A) such notice relates to an event occurring subsequent to the date hereof (without breach of Section 6.1), (B) Seller and Parent acknowledge in such notice that Buyers have the right to terminate this Agreement pursuant to Section 9.1(c)(i) as a result of the information disclosed in the notice, (C) Buyers have been provided with all information under the custody and control of Seller and/or Parent that is reasonably necessary to enable Buyers to assess the effects of such event, and (D) Buyers do not exercise such right promptly following delivery by Seller and/or Parent of the information contemplated by (C) above, then the information disclosed in such notice shall constitute an amendment of the Disclosure Schedule and the representations, warranties or statements of Seller or Parent in this Agreement to which such information relates for purposes of Article VIII; provided, further, that in the event such occurrence has been agreed to or deemed agreed to by Buyers pursuant to Section 6.1, then the information agreed to shall constitute an amendment to the Disclosure Schedule and the representations, warranties, or statements of Seller or Parent in this Agreement to which such information relates for purposes of Article VIII; or
(iii) Any failure of Seller or Parent to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any of them under this Agreement.
(bc) The Purchaser From and after the date of this Agreement to the Closing, Buyers shall promptly notify the Sellers Seller of:
(i) The occurrence, or failure to occur, of any change event subsequent to the date hereof that renders or event thatwould render any representation, individually warranty or statement of Buyers in this Agreement, the Buyer Disclosure Schedule, the Credit Agreement or the disclosure schedules thereto to be untrue or inaccurate at any time from the date hereof to the Closing Date or that results or may result in the aggregate, has had or would reasonably be expected failure to have a Purchaser Material Adverse Effect, or otherwise result in satisfy any representation or warranty of the Purchaser hereunder being inaccurate conditions specified in Article VII of this Agreement or Section 3.1(a) of the Credit Agreement. No notice under this clause (i) 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, the Buyer Disclosure Schedule, the Credit Agreement or the disclosure schedules thereto; provided, however, that if (A) such notice relates to an event occurring subsequent to the date hereof in the Ordinary Course of Business of Buyers, (B) Buyers acknowledge in such notice that Parent has the right to terminate this Agreement pursuant to Section 9.1(b) as a result of the information disclosed in the notice, and (C) Parent does not exercise such right prior to the Closing, then the information disclosed in such notice shall constitute an amendment of the Buyer Disclosure Schedule and the representations, warranties or statements of Buyers in this Agreement to which such information relates for purposes of Article VIII; and provided, further, that if (x) such notice relates to an event occurring subsequent to the date hereof in the Ordinary Course of Business of Buyers, (y) Buyers acknowledge in such notice that the condition precedent Obligors (as defined in Section 7.3(cthe Credit Agreement) would not be satisfied if such inaccuracy were are unable to exist execute and deliver the Credit Agreement at the Closing pursuant Section 7.3(e) because such event would cause the representations and warranties of the Obligors in the Credit Agreement to be untrue or inaccurate in any material respect as of the Closing Date;, and (z) Seller executes and delivers the Credit Agreement at the Closing, then the information disclosed in such notice shall constitute an amendment of the applicable schedule, representations, warranties and statements of the Obligors in the Credit Agreement, as executed and delivered by the parties at the Closing, to which such information relates; or
(ii) Any failure of Buyers to comply with or satisfy any written notice covenant, condition or other communication from agreement to be complied with or satisfied by any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated herebythem under this Agreement.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.
Appears in 1 contract
Samples: Asset Purchase Agreement (United Western Bancorp Inc)
Notices of Certain Events. (a) The Sellers Seller shall promptly notify provide Purchaser, with a notice, if between the Purchaser date hereof and the Closing Date, Seller becomes aware of:
(i) any change notice or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice other communication from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(ii) any notice or other communication from any governmental entity in connection with the transactions contemplated by this Agreement;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Sellers’ Knowledge threatened againstits Knowledge, threatened, relating to or involving or otherwise affecting the Business Seller that, if pending on the date hereofof this Agreement, would have been required to have been disclosed hereunder in the Schedules hereto or that related relate to or would otherwise affect the consummation of the transactions contemplated herebyby this Agreement;
(iv) the occurrence, or failure to occur, of any condition, event or development that (A) causes a breach of any representation or warranty of the Seller contained in this Agreement at any time from the date hereof to the Closing Date becoming untrue in any material respect or the representations and warranties of Seller set forth in this Agreement which are qualified as to materiality or Material Adverse Effect becoming untrue or (B) would have been required to be set forth or described in the Schedules hereto if existing or known at the date of this Agreement; and
(v) (A) any failure on the material damage part of the Seller to comply with or destruction by fire or other casualty of perform in any material Asset respect any agreement or part thereof covenant to be complied with or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto performed by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such it hereunder; provided that the condition precedent in delivery of a notice pursuant to this Section 7.3(c6.1(c) would shall not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice limit or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of remedies available hereunder to Purchaser, except as otherwise expressly provided in this Agreement. The notice will specify the transactions contemplated hereby.
(c) Each Party hereby acknowledges that the other Party does not facts and conditions giving rise to its issuance. Such notice shall not waive any right it may have hereunder affect the obligations of Seller under this Agreement as a result constituted prior to the delivery of such notificationsnotice.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers Each of the Company and Parent shall promptly notify the Purchaser other of:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(iia) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement or the Securities Purchase Agreement;
(iiib) any written notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated hereby; andby this Agreement or the Securities Purchase Agreement;
(ivc) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Purchaser’s its knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as the case may be, that relates (i), if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or would otherwise affect (ii) that relate to the consummation of the transactions contemplated hereby.by this Agreement or the Securities Purchase Agreement;
(cd) Each Party hereby acknowledges any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Sections 8.02(a) and 8.03(a) of the Securities Purchase Agreement not to be satisfied; and
(e) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder that could reasonably be expected to cause the conditions set forth in Sections 8.02(a) and 8.03(a) of the Securities Purchase Agreement not to be satisfied; provided that the other Party does not and delivery of any notice pursuant to this Section 9.06 shall not waive limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that any noncompliance with Section 9.06(c)(i) shall not constitute the failure to be satisfied of a condition set forth in Article 8 of the Securities Purchase Agreement or give rise to any right of termination under Article 10 of this Agreement or Article 10 of the Securities Purchase Agreement; for the avoidance of doubt, it is acknowledged and agreed that breaches of representations, warranties and covenants underlying a failure of a condition referred to in Section 9.06(d) or 9.06(e) may have hereunder as independently constitute such a result of failure or give rise to such notificationsa right.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers Company shall promptly notify Merger Sub, and each of Parent, HospitalCo Parent and Merger Sub shall notify the Purchaser of:
Company, promptly of (i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other material communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
by this Agreement, (iiiii) any written material notice or other material communication from any Governmental Entity in connection with the transactions contemplated hereby; and
by this Agreement, (iii) any Legal Actions commenced, or to such party’s knowledge, threatened, against the Company or any of its Subsidiaries, Parent or its Subsidiaries or HospitalCo Parent or its Subsidiaries, as applicable, that are related to the transactions contemplated by this Agreement (“Transaction Litigation”), and (iv) the occurrence of any actionevent, suitchange or effect following the date of this Agreement which has resulted or is reasonably likely to result in the failure of any of the conditions set forth in Section 8.02(a), claimSection 8.02(b), investigation or proceeding commenced orSection 8.02(c) of this Agreement (in the case of the Company and its Subsidiaries) or Section 8.03(a) or Section 8.03(b) of this Agreement (in the case of Parent, HospitalCo Parent and Merger Sub). In no event shall the delivery of any notice by a party pursuant to the Purchaser’s knowledge, threatened against, relating to this Section 7.06 limit or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation respective rights, obligations, representations, warranties, covenants or agreements of the transactions contemplated hereby.
parties or the conditions to the obligations of the parties under this Agreement. Without limiting the preceding sentence, the Company shall keep Parent reasonably informed regarding any Transaction Litigation and shall give Parent the opportunity to participate in the defense, settlement, or entry into any other agreement with respect to such Transaction Litigation, including the opportunity to review and comment on all Filings or responses to be made by the Company in connection with any Transaction Litigation, and the Company shall consider any such comments in good faith. The Company agrees that, without Parent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed (cit being understood that it would be unreasonable for Parent to withhold or condition consent to any payment, settlement or other agreement in connection with any Transaction Litigation that only requires (x) Each Party hereby acknowledges the issuance of additional disclosure and/or (y) the payment of money in connection with such settlement in an amount that does not exceed any insurance proceeds that the other Party does not Company reasonably expects to receive with respect to such Claim and any deductible in respect thereof), the Company shall not waive offer to make or make any right it may have hereunder as a result of such notificationspayment with respect to any Transaction Litigation or enter into any settlement or similar agreement relating to any Transaction Litigation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kindred Healthcare, Inc)
Notices of Certain Events. (a) The Each of the Sellers and the Purchasers shall promptly notify the Purchaser other party of:
: (i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
by this Agreement if the failure to obtain such consent would be reasonably likely to have a Material Adverse Effect; (iiiii) any written material notice or other communication from any Governmental Entity in connection with the transactions contemplated herebyby this Agreement; and
and (iviii) the commencement of any action, suitlawsuit, claimproceeding, investigation or proceeding commenced other claim that, if pending on the date of this Agreement, would have been required to be disclosed pursuant to, in the case of a Seller, Section 3.12, or, in the case of the Purchasers, Section 4.5; provided, that a party’s failure to comply with this Section 7.14 shall not provide the Purchaserother party hereto or any of such other party’s knowledge, threatened against, relating Affiliates with a right not to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of effect the transactions contemplated herebyby this Agreement.
(b) The Sellers shall give prompt notice to the Purchasers of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty regarding the Sellers, any Company, or any Company Subsidiary contained in this Agreement to be untrue or inaccurate at or prior to the Closing such that the conditions to Closing set forth in Section 2.2 would not be satisfied and (ii) any failure of any Seller, Company, or Company Subsidiary to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder such that the conditions to Closing set forth in Section 2.2 would not be satisfied. The delivery of any notice pursuant to this Section 7.14(b) shall not (x) limit or otherwise affect any remedies available to the Purchasers or (y) constitute an acknowledgment or admission of a breach of this Agreement. In connection with any notice provided under this Section, the Sellers shall provide the Purchasers with such documentation as any of them shall reasonably request.
(c) Each Party hereby acknowledges The Purchasers shall give prompt notice to the Sellers of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty regarding the Purchasers contained in this Agreement to be untrue or inaccurate at or prior to the Closing such that the other Party does conditions to Closing set forth in Section 2.3 would not be satisfied and (ii) any failure of any Seller, Company, or Company Subsidiary to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder such that the conditions to Closing set forth in Section 2.1 or Section 2.3 would not be satisfied. The delivery of any notice pursuant to this Section 7.14(c) shall not (x) limit or otherwise affect any remedies available to the Sellers or (y) constitute an acknowledgment or admission of a breach of this Agreement. In connection with any notice provided under this Section, the Purchasers shall provide the Sellers with such documentation as any of them shall reasonably request. For the avoidance of doubt, except as set forth in Section 7.12(b) the Sellers shall not (and shall not waive any have no right it may have hereunder as a result to) update the Disclosure Schedules following the date of such notificationsthis Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Hill International, Inc.)
Notices of Certain Events. (a) The Sellers During the Interim Period, the Company shall promptly notify the Purchaser Parent of:
(ia) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyTransactions;
(iiib) any written notice or other communication from any Governmental Entity Authority (i) delivered in connection with the transactions contemplated hereby; andTransactions or (ii) indicating that a Permit has been revoked or is about to be revoked or that a Permit is required in any jurisdiction in which such Permit has not been obtained, which revocation or failure to obtain has had or would reasonably be expected to have a Company Material Adverse Effect;
(ivc) to the Company’s Knowledge, any event, condition, fact or circumstance that would indicate a material breach of Section 3.16;
(d) any action, suit, claim, investigation or proceeding Proceeding commenced or, to the Purchaser’s knowledgeits Knowledge, threatened against, relating to or involving or otherwise affecting any Acquired Company, that, if pending on the Purchaser date of this Agreement, would have been required to have been disclosed pursuant to Section 3.11 or Section 3.14, as the case may be, or that relates to or would otherwise affect the consummation of the transactions contemplated hereby.Transactions;
(ce) Each Party hereby acknowledges any material inaccuracy in or breach of any representation, warranty or covenant contained in this Agreement; provided that any failure to satisfy the other Party does not and condition set forth in Section 8.02(b) shall not waive be deemed to be a breach of a covenant under this Section 5.06(e) unless such failure to satisfy the condition set forth in Section 8.02(b) is due to the Company’s Willful Breach; and
(f) any right it may have hereunder as a result event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article 8 impossible or reasonably unlikely. No such notificationsnotice given pursuant to this Section 5.06 shall be deemed to supplement or amend the Company Disclosure Schedule for the purpose of (x) determining the accuracy of any of the representations and warranties made by the Company in this Agreement or (y) determining whether any condition set forth in Article 8 has been satisfied. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent pursuant to this Section 5.06.
Appears in 1 contract
Samples: Merger Agreement (Intuit Inc)
Notices of Certain Events. (a) The From the date hereof until the Closing Date, Sellers shall promptly notify the Purchaser of:
(i) any change notice or event that, individually or in other communication received by any person included within the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty definition of the Sellers hereunder being inaccurate such that the condition precedent "knowledge of Sellers" in Section 7.2(c11.05(b) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(iiA) any notice from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated herebyby this Agreement or (B) from any Governmental Entity alleging that the Companies or their subsidiaries are liable under any Environmental Law;
(iiiii) any written notice (or other than routine communications communication received by any person included within the definition of an administrative nature"knowledge of Sellers" in Section 11.05(b) from any Governmental Entity in connection with the transactions contemplated herebyTransaction;
(iviii) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to or threatened of which any person included within the definition of "knowledge of Sellers’ Knowledge threatened " in Section 11.05(b) has knowledge and which are against, relating to or involving or otherwise affecting (A) the Business thatCompanies or their subsidiaries or (B) the Equity Interests, in each case which, if pending on the date hereofof this Agreement, would have been required to have been disclosed hereunder pursuant to Section 3.09 or that related which relate to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing DateTransaction;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any actioncondition, suitevent or matter (other than those for which Purchaser's consent has been obtained) of which any person included within the definition of "knowledge of Sellers" in Section 11.05(b) has knowledge which, claimif pending or in existence on the date of this Agreement, investigation would have been required to be disclosed pursuant to Section 3.11;
(v) any pending U.S. or proceeding commenced orforeign patent applications which, to if issued, would materially limit or materially prohibit the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation then current activities of the transactions contemplated hereby.
(cCompanies or their subsidiaries of which any person included within the definition of "knowledge of Sellers" in Section 11.05(b) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.becomes aware;
Appears in 1 contract
Samples: Purchase Agreement (Ionics Inc)
Notices of Certain Events. (a) The Sellers Company shall promptly notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Purchaser of:
Company, promptly of (i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
by this Agreement, (iiiii) any written material notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
by this Agreement, (iii) any Legal Actions (including copies of all pleadings and correspondence relating thereto) commenced or to the Knowledge of the Company threatened against the Company or any of its Subsidiaries or Parent or its Subsidiaries, as applicable, arising out of or relating to this Agreement or the transactions contemplated by this Agreement (“Transaction Legal Action”), and (iv) any actionrepresentation or warranty of such party contained in this Agreement becoming untrue or inaccurate in any material respect, suitor the material failure of any party to comply with or satisfy any covenant, claimcondition or agreement in this Agreement, investigation or proceeding commenced or, to in each case such that the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to conditions set forth in Exhibit A would not be satisfied or would give rise to a right a termination set forth in Section 8.03(b) or Section 8.04(b), as the case may be. In addition, the Company shall notify Parent and Merger Sub promptly of any change or event having, or which is reasonably likely to have, a Company Material Adverse Effect or which would reasonably be likely to result in the failure of any of the conditions set forth in Annex I to be satisfied. In no event shall the delivery of any notice by a party pursuant to this Section 6.05 limit or otherwise affect the consummation respective rights, obligations, representations, warranties, covenants or agreements of the transactions contemplated hereby.
(c) Each Party hereby acknowledges that parties or the other Party does not conditions to the obligations of the parties under this Agreement. With respect to any Transaction Legal Action, the Company shall give Parent the opportunity to participate in the defense, settlement, or compromise of any such Transaction Legal Action, and no such settlement or compromise shall be agreed to without the prior written consent of Parent, which consent shall not waive be unreasonably withheld, conditioned, or delayed. For purposes of this Section 6.05, “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Legal Action by the Company (to the extent the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions with respect to the Transaction Legal Action but will not be afforded any right it may have hereunder decision making power or other authority over the Transaction Legal Action except for the settlement or compromise consent thereof as a result of such notificationsset forth above.
Appears in 1 contract
Samples: Merger Agreement (Luminex Corp)
Notices of Certain Events. (a) The Sellers CTI and/or the Shareholders shall each promptly notify the Purchaser AudioCodes if they become aware of:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(iiiii) any written notice or other communication from any Governmental Entity governmental or regulatory agency or authority in connection with the transactions contemplated herebyby this Agreement; and
(iviii) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Purchaser’s knowledge, its best knowledge threatened against, relating to or involving or otherwise affecting CTI or such Shareholder that, if pending on the Purchaser Effective Date, would have been required to have been disclosed pursuant to this Agreement or that relates relate to or would otherwise affect the consummation of the transactions contemplated hereby.by this Agreement
(civ) Each Party hereby any issuance, delivery or sale, or any authorization or proposed issuance, delivery or sale of, or purchase or proposed purchase of, any shares or securities convertible into, or subscriptions, rights, warrants or options exercisable for shares, or any entering into of any other agreements or commitments of any kind or character obligating CTI to issue any such shares or other securities convertible into or exercisable for shares, unless the Person to whom such securities are issued executes a signed counterpart of this Agreement acknowledging that such new shareholder is bound by the terms of this Agreement, substantially in the form of Exhibit D hereto; notwithstanding, CTI may issue shares pursuant to options or warrants outstanding as of the Effective Date, and shall make best efforts to have any new shareholder execute a signed counterpart of this Agreement acknowledging that such new shareholder is bound by the terms of this Agreement, substantially in the form of Exhibit D hereto. CTI acknowledges that the other Party does not and AudioCodes shall not waive assume or substitute for any right it may have hereunder as a result obligation or undertaking of such notificationsShareholders and/or CTI, to grant, issue, exercise or accelerate options or share purchase rights outstanding under any of CTI’s Share Option Plans.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers From and after the date of this Agreement until the Effective Time, each of the Company and Parent shall promptly notify the Purchaser of:
other orally and in writing and keep the other reasonably informed with respect to the status of (i) the occurrence, or non-occurrence, of any change or event that, individually or in the aggregate, has had would reasonably be expected to cause any condition to the obligations of any Party to effect the Merger not to be satisfied, (ii) any Action commenced or, to any Party’s Knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates (including its officers or directors) or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates (including its officers or directors), in each case in connection with, arising from or otherwise relating to the Merger or any other transaction contemplated hereby (including by providing copies of all pleadings with respect thereto) (the “Transaction Litigation”), (iii) the failure of any such Party to comply with or satisfy (or any change, condition or event that that results or would reasonably may be expected to result in a Material Adverse Effectany failure of such party to comply with or satisfy) any material covenant, condition or otherwise result in any representation agreement to be complied with or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were by it pursuant to exist at the Closing Date;
this Agreement, (iiiv) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the related transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with Merger or the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or any other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the Merger or the related transactions contemplated hereby; and
hereby or (ivvi) any actionchange, suitcondition or event that renders or would reasonably be expected to render any representation or warranty of such Party set forth in this Agreement (disregarding any materiality qualification contained therein) to be untrue or inaccurate in any material respect at the Closing; provided, claimthat the delivery of any notice pursuant to this Section 6.7 shall not cure any breach of or otherwise affect any representation, investigation warranty, covenant or proceeding commenced orright, or the conditions to the Purchaser’s knowledgeobligations, threatened against, relating to or involving of the Parties hereunder or otherwise affecting the Purchaser that relates to limit or would otherwise affect the consummation obligations of the transactions contemplated herebyor remedies available hereunder to any Party.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers shall promptly notify Company will provide notice of the Purchaser offollowing events to each Notice Holder and Designated Holder Counsel as soon as reasonably practicable:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty filing with the SEC of the Sellers hereunder being inaccurate such that General Resale Registration Statement, any pre- or post-effective amendment thereto or any related prospectus, prospectus supplement or “issuer free writing prospectus” (as defined in Rule 433 under the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;Securities Act);
(ii) the effectiveness under the Securities Act, of the General Resale Registration Statement or any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyamendment thereto;
(iii) the receipt, by the Company, of any written notice (request by the staff of the SEC or any other than routine communications of an administrative nature) from governmental authority for any Governmental Entity in connection with amendment or supplement to the transactions contemplated herebyGeneral Resale Registration Statement;
(iv) the issuance, by the SEC or any actionother governmental authority, suitof any stop order suspending the effectiveness of the General Resale Registration Statement or the receipt, claimby the Company, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would of any written notice that proceedings for such purpose have been required to initiated;
(v) the receipt, by the Company, of any written notice (x) of the suspension of the qualification or exemption from qualification of the offer and sale of the Registrable Securities in any jurisdiction; or (y) that proceedings for such purpose have been disclosed hereunder initiated;
(vi) the withdrawal or that related lifting of any suspension referred to in clause (iv) or would otherwise affect the consummation of the transactions contemplated hereby(v) above; and
(vvii) (A) that the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming Company has determined that the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty use of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not General Resale Registration Statement must be satisfied if such inaccuracy were to exist suspended (which notice may, at the Closing Date;
(iiCompany’s discretion, state that it constitutes a Blackout Commencement Notice) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated hereby.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of the occurrence of any event that causes any of the General Resale Registration Statement Documents to have a Material Disclosure Defect or to cease to comply with applicable law; provided, however, that (x) the Company need not provide any such notificationsnotice during a Blackout Period; and (y) in no event will this Section 5(e) require the Company to, and notwithstanding anything in this Agreement to the contrary, in no event will the Company, provide any information that it in good faith determines would constitute material non-public information.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers Seller shall promptly notify the ---------------------------- Purchaser of:
(ia) any fact, condition, change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result results in any representation or warranty of CTSI or the Sellers Seller hereunder being inaccurate in any respect as of the date of such that the condition precedent in Section 7.2(c) would not be satisfied if fact, condition, change or event had such inaccuracy were to exist at the Closing Daterepresentation or warranty been made as of such date;
(iib) any fact, condition, change or event that causes or constitutes a breach of any of the representations or warranties of CTSI or the Seller hereunder made as of the date hereof;
(c) any notice or other communication from any Person person or entity alleging that the consent of such Person person or entity is or may be required in connection with the transactions contemplated hereby;
(iiid) any written notice (or other than routine communications of an administrative nature) communication from or to any Governmental Entity in connection with the transactions contemplated hereby;
(ive) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge its knowledge, threatened against, relating to or involving or otherwise affecting the Business CTSI or its business that, if pending on the date hereof, would have been required to have been disclosed hereunder pursuant to Section 4.13 or that related relate to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (Ai) the material damage or destruction by fire or other casualty of any material Asset asset of CTSI or part thereof or (Bii) any material Asset asset of CTSI or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledgeknowledge of CTSI or the Seller, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The . Purchaser shall promptly notify the Sellers of:
(i) in good faith communicate with Seller regarding any change or event thatconcerns raised by any notifications given pursuant to this Section 6.05; provided, individually or in the aggregate, has had or would reasonably be expected that --------- any failure to have a Purchaser Material Adverse Effect, or otherwise result in so communicate shall not affect any representation or warranty of the Parties' rights hereunder. The Seller hereby acknowledge that Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated hereby.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder solely as a result of such notificationsnotifications and any notification given pursuant to this Section 6.05 shall (x) not have any effect for purposes of determining satisfaction of the conditions set forth in Article IX of this Agreement, (y) be disregarded for purposes of determining the obligations of the Seller under Article X hereof, and (z) not in any way limit Purchaser's exercise of its rights hereunder.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers Seller shall promptly notify the Purchaser of:
(ia) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(iiib) any written notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated hereby; andby this Agreement;
(ivc) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Purchaser’s knowledge, its Knowledge threatened against, relating to or involving or otherwise affecting Seller or the Purchaser Business that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.08 or that relates relate to or would otherwise affect the consummation of the transactions contemplated hereby.by this Agreement;
(cd) Each Party hereby acknowledges any material damage to any Transferred Asset or part thereof or in the event that any Transferred Asset or part thereof becomes the other Party does not and shall not waive subject of any proceeding or, to the Knowledge of Seller, threatened proceeding for the taking thereof or any part thereof or of any right it may have hereunder relating thereto by condemnation, eminent domain or other similar Governmental Action;
(e) any Material Adverse Effect;
(f) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof, or if Seller has Knowledge that any of the information in this Agreement or the Disclosure Letter is not true, accurate and complete in all material respects on and as a result of such notificationsdate; and
(g) any failure of Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that no such notification will be deemed to prevent or cure any breach of, or inaccuracy in, amend or supplement any Section of the Disclosure Letter, or otherwise disclose an exception to, or affect in any manner, the representations, warranties, covenants or agreements of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (RRSat Global Communications Network Ltd.)
Notices of Certain Events. (a) The Sellers From the date of this Agreement until the Closing Date, each party shall promptly notify the Purchaser other party of:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement and the Transaction Agreements;
(iiiii) any written notice or other written communication from any Governmental Entity Authority in connection with the transactions contemplated herebyby this Agreement and the Transaction Agreements; and
(iviii) any action, suit, claim, investigation change or proceeding commenced or, fact of which it is aware that will or is reasonably likely to result in any of the conditions set forth in Article 9 becoming incapable of being satisfied.
(b) Prior to the Purchaser’s knowledgeClosing, threatened againstSeller may deliver to Purchaser a supplement or update to the Disclosure Schedule, relating and any such supplement or update shall not be considered for purposes of Section 9.02(a). If any such supplement or update corrects a misrepresentation made on the date of this Agreement, then the matters contained in such supplement or update shall not impact any rights that any Purchaser Indemnified Party may otherwise have to indemnification hereunder in respect of such matters. To the extent that any such supplement or involving update refers to any matter arising after the date hereof and prior to the Closing that is necessary to be disclosed in order to make any representation or otherwise affecting warranty correct when made as of the Closing, and Purchaser that relates is required to consummate or would consummates the transactions contemplated by this Agreement notwithstanding receipt by Purchaser of any such supplement or update from Seller, then no Purchaser Indemnified Party shall have any right to indemnification pursuant to Section 11.02(a)(i) in respect of any such notified matter (other than with respect to supplements or updates to Section 2.08 of the Disclosure Schedule). For avoidance of doubt, the delivery by Seller of such a supplement or update which refers to a matter arising after the date hereof and prior to the Closing shall in no way impair or otherwise affect the consummation right of the transactions contemplated herebyany Purchaser Indemnified Party to indemnification pursuant to Section 11.02(a)(ii) – (vi) in respect of any such notified matter.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers shall promptly notify the Purchaser Buyer of:
(i) any change notice or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(iiiii) any written notice (or other than routine communications of an administrative nature) communication from any Governmental Entity in connection with the transactions contemplated herebyby this Agreement;
(iviii) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Trustee’s Knowledge on behalf of Sellers’ Knowledge , threatened against, relating to or involving or otherwise affecting any Seller or the Business Purchased Assets or the Assumed Liabilities, that, if pending on the date hereofof this Agreement, would have been required to have been disclosed hereunder or pursuant to Section 3.7, that related relate to or would otherwise affect the consummation of the transactions contemplated herebyby this Agreement; and
(v) (Aiv) the material damage or destruction by fire or other casualty of any material Purchased Asset or any material part thereof or (B) if any material Purchased Asset or any material part thereof becoming becomes the subject of any proceeding (or, to the Trustee’s Knowledge on behalf of Sellers’ Knowledge, threatened proceeding) , for the taking thereof or any part thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser Sellers shall promptly notify Buyer of, and furnish Buyer any information which Buyer may reasonably request with respect to, the occurrence to the Trustee’s Knowledge on behalf of Sellers of:
(i) of any change event or event that, individually condition or in the aggregate, has had or existence to the Trustee’s Knowledge on behalf of Sellers of any fact that would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in cause any representation or warranty of the Purchaser hereunder being inaccurate such that conditions to Buyer’s obligations to consummate the condition precedent in Section 7.3(c) would purchase and sale of the Purchased Assets not to be satisfied if such inaccuracy were to exist at fulfilled. If between the date hereof and the Closing Date;
(ii) , any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated herebymatters referenced in Section 5.3(a)(iv) shall have occurred, then Sellers, at their option, shall either repair any damage or casualty at its expense or deliver to Buyer on the Closing Date any insurance proceeds (including but not limited to condemnation insurance proceeds), or rights to receive insurance proceeds, with respect thereto or the Purchase Price shall be reduced by such amount.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.
Appears in 1 contract
Samples: Asset Purchase Agreement (Roxio Inc)
Notices of Certain Events. (a) The Sellers Company shall promptly notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Purchaser of:
Company, promptly of (i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
by this Agreement; (iiiii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated herebyby this Agreement; and
(iii) any Legal Actions commenced, or to such party’s knowledge, threatened, against the Company or any of its Subsidiaries or Parent or its Subsidiaries, as applicable, that are related to the transactions contemplated by this Agreement; and (iv) any actionevent, suitchange or effect between the date of this Agreement and the Effective Time which causes or is reasonably likely to cause the failure of the conditions set forth in Section 6.02(a), claimSection 6.02(b), investigation or proceeding commenced orSection 6.02(e) of this Agreement (in the case of the Company and its Subsidiaries) or Section 6.03(a) or Section 6.03(b) of this Agreement (in the case of Parent and Merger Sub), to be satisfied. In no event, subject in all respects to Section 5.08(b) hereof, shall (x) the Purchaser’s knowledge, threatened against, relating delivery of any notice by a party pursuant to this Section 5.08 limit or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation respective rights, obligations, representations, warranties, covenants or agreements of the transactions contemplated herebyparties or the conditions to the obligations of the parties under this Agreement; or (y) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Letter or constitute an exception to any representation or warranty. This Section 5.08 shall not constitute a covenant or agreement for purposes of Section 6.02(b) or Section 6.03(b).
(cb) Each Party hereby acknowledges At any time, and from time to time on or prior to the Closing Date, the Company may, in its sole discretion, supplement, amend or update the Company Disclosure Letter if the Company becomes aware of any material matter, event or occurrence first existing or occurring after the date hereof that would have been required or appropriate to be disclosed in the other Party does not Company Disclosure Letter or which would otherwise be necessary to supplement, amend or update any information set forth therein. Except to the extent that any such supplements, updates or amendments result in, whether individually or when taken together in the aggregate, a Company Material Adverse Effect, such supplements, updates or amendments pursuant to this Section 5.08(b) shall be deemed to be incorporated into the Company Disclosure Letter and shall not waive any right it may have hereunder to be an exception to the representations and warranties (or covenants, as a result applicable) of such notificationsthe Company for purposes of determining whether the conditions set forth in Section 6.02 are satisfied.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers Seller shall promptly notify the Purchaser of:
(ia) any fact, condition, change or event that, individually or in the aggregate, has had or could reasonably may be expected to result in have a Material Adverse Effect, Effect or otherwise result results in any representation or warranty of the Sellers Seller or the Members hereunder being inaccurate such that in any respect as of the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent date of such Person is fact, condition, change or may be required in connection with the transactions contemplated herebyevent had such representation or warranty been made as of such date;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any fact, condition, change or event that, individually that causes or in the aggregate, has had or would reasonably be expected to have constitutes a Purchaser Material Adverse Effect, or otherwise result in breach of any representation or warranty of the Purchaser representations or warranties of the Seller or the Members hereunder being inaccurate such that made as of the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Datedate hereof;
(iic) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(ivd) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledgeKnowledge of the Seller, threatened against, relating to or involving or otherwise affecting the Purchaser Seller that, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 4.12 or that relates relate to or would otherwise affect the consummation of the transactions contemplated hereby.; and
(ce) Each Party (i) the damage or destruction by fire or other casualty of any Asset or part thereof or (ii) any Asset or part thereof becoming the subject of any proceeding (or, to the Knowledge of the Seller, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action. The Seller and the Members hereby acknowledges acknowledge that the other Party Purchaser does not and shall not waive any right it may have hereunder solely as a result of such notificationsnotifications and any notification given pursuant to this Section 7.2 (including any supplement to the schedules to this Agreement) shall (x) not have any effect for purposes of determining satisfaction of the conditions set forth in Section 8.1 of this Agreement, (y) be disregarded for purposes of determining the obligations of the Seller under Article XI hereof, and (z) not in any way limit the Purchaser’s exercise of its rights hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Winsonic Digital Media Group LTD)
Notices of Certain Events. Until the Option Closing or the termination of this Agreement, whichever occurs first, the Shareholders shall promptly notify AQUM of: (a) The Sellers shall promptly notify the Purchaser of:
(i) any fact, condition, change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result results in any representation or warranty of the Sellers Company or the Shareholders hereunder being inaccurate in any respect as of the date of such fact, condition, change or event had such representation or warranty been made as of such date; (b) any fact, condition, change or event that causes or constitutes a breach of any of the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at representations or warranties of the Closing Date;
Company or the Shareholders hereunder made as of the date hereof; (iic) any notice or other communication from any Person person or entity alleging that the consent of such Person person or entity is or may be required in connection with the transactions contemplated hereby;
; (iiid) any written notice (or other than routine communications of an administrative nature) communication from or to any Governmental Entity in connection with the transactions contemplated hereby;
; (ive) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge its knowledge, threatened against, relating to or involving or otherwise affecting the Business Company or its business that, if pending on the date hereof, would have been required to have been disclosed hereunder pursuant to Section 4.13 or that related relate to or would otherwise affect the consummation of the transactions contemplated hereby; and
and (vf) (Ai) the material damage or destruction by fire or other casualty of any material Asset asset of the Company or part thereof or (Bii) any material Asset asset of the Company or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledgeknowledge of the Company or the Shareholders, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such Shareholders hereby acknowledge that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated hereby.
(c) Each Party hereby acknowledges that the other Party AQUM does not and shall not waive any right it may have hereunder solely as a result of such notifications.notifications and any notification given pursuant to this Section 6.05 shall (x) not have any effect for purposes of determining satisfaction of the conditions set forth in Article IX of this Agreement, (y) be disregarded for purposes of determining the obligations of the Shareholders under Article X hereof, and (z) not in any way limit AQUM's exercise of its rights hereunder. 6.06
Appears in 1 contract
Samples: Stock Purchase Agreement
Notices of Certain Events. (a) The Sellers shall promptly notify Each Party will give prompt notice to the Purchaser ofother of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement pursuant to its terms and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to:
(i) cause any change of the representations or event thatwarranties of such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time (provided, individually or however, that this clause (i) shall not apply in the aggregate, has had case of any event or reasonably may be expected to result in state of facts resulting from the actions or omissions of a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;Party which are required under this Agreement); or
(ii) result in the failure to comply with or satisfy any notice from any Person alleging that the consent of covenant, condition or agreement to be complied with or satisfied by such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, Party hereunder prior to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental actionEffective Time.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected No Party may elect not to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with complete the transactions contemplated hereby;
(iii) hereby pursuant to the conditions set forth herein or any termination right arising therefrom under Subsection 9.2(a)(iii)B or Subsection 9.2(a)(iv)B and no payments are payable as a result of such termination pursuant to Subsection 9.3 unless, prior to the Effective Date, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other communication matters which the Party delivering such notice is asserting as the basis for the non-fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided, however, that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of ten Business Days from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated herebysuch notice.
(c) Each Party hereby acknowledges that will provide the other Party does not with notice of any material developments regarding, or, if applicable and shall not waive subject to existing confidentiality obligations, copies of any right it documents in relation to litigation involving Sulliden or Rio Alto, as applicable or its Subsidiaries, in either case that may have hereunder as a result occur or that may be produced by or provided to Sulliden after the date of such notificationsthis Agreement.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers Seller shall promptly notify the ----------------------------- Purchaser of:
(ia) any fact, condition, change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result results in any representation or warranty of the Sellers Corporation or the Seller hereunder being inaccurate in any respect as of the date of such that the condition precedent in Section 7.2(c) would not be satisfied if fact, condition, change or event had such inaccuracy were to exist at the Closing Daterepresentation or warranty been made as of such date;
(iib) any fact, condition, change or event that causes or constitutes a breach of any of the representations or warranties of the Corporation or the Seller hereunder made as of the date hereof;
(c) any notice or other communication from any Person person or entity alleging that the consent of such Person person or entity is or may be required in connection with the transactions contemplated hereby;
(iiid) any written notice (or other than routine communications of an administrative nature) communication from or to any Governmental Entity in connection with the transactions contemplated hereby;
(ive) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge its Knowledge, threatened against, relating to or involving or otherwise affecting the Business Corporation or its business that, if pending on the date hereof, would have been required to have been disclosed hereunder pursuant to Section 4.13 or that related ------------ relate to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (Ai) the material damage or destruction by fire or other casualty of any material Asset asset of the Corporation or part thereof or (Bii) any material Asset asset of the Corporation or part thereof becoming the subject of any proceeding (or, to the Sellers’ KnowledgeKnowledge of the Corporation or the Seller, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) . The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated hereby.
(c) Each Party Seller hereby acknowledges that the other Party Purchaser does not and shall not waive any right it may have hereunder solely as a result of such notificationsnotifications and any notification given pursuant to this Section 6.05 shall (x) not have any effect ------------ for purposes of determining satisfaction of the conditions set forth in Article ------- IX of this Agreement, (y) be disregarded for purposes of determining the -- obligations of the Seller under Article X hereof, and (z) not in any way limit --------- Purchaser's exercise of its rights hereunder.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers During the period beginning on the date of this Agreement and ending on the earlier of the Closing and the date of the termination of this Agreement in accordance with Article IX, each of SPAC and the Company Parties shall reasonably promptly notify the Purchaser other Party of:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(iia) any notice from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated herebyTransactions or that the Transactions might give rise to any material Action or other material rights by or on behalf of such Person or result in the loss of any material rights or privileges of the Company to any such Person or create any Lien on any of the Company’s or SPAC’s assets;
(iiib) any written notice (or other than routine communications of an administrative nature) communication from any Governmental Entity in connection with Authority that is material to the transactions contemplated herebyby this Agreement or the Ancillary Agreements;
(ivc) any action, suit, claim, investigation material Actions commenced or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated herebyby this Agreement or the Ancillary Agreements;
(d) any notice or other communication from the Company Shareholder relating to or involving the issuance, grant of or exercise of, any options, warrants or other rights to purchase or obtain any equity securities (including any redemption rights); provided, that the Company shall not, except with the prior written consent of SPAC, respond to any such notice or communication, or take any action in connection with the issuance or grant of any options, warrants or other rights to purchase or obtain such equity securities;
(e) any fact, matter or circumstance that would or would be reasonably likely to give rise to or result in a Company Material Adverse Effect;
(f) any fact, matter or circumstance that would or would be reasonably likely to give rise to or result in a material adverse effect on SPAC’s ability to consummate the Transactions; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (Bg) any material Asset or part thereof becoming the subject inaccuracy of any proceeding (orrepresentation or warranty of such party contained in this Agreement at any time during the term hereof, or any failure of such party to the Sellers’ Knowledgecomply with or satisfy any covenant, threatened proceeding) for the taking thereof condition or of any right relating thereto agreement to be complied with or satisfied by condemnationit hereunder, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or that would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in cause any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent conditions set forth in Section 7.3(c) would Article VIII not to be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated herebysatisfied.
(ch) Each Party hereby acknowledges that Notwithstanding anything to the other Party does not and contrary contained herein, any failure to give such notice pursuant to this Section 7.20 shall not waive give rise to any liability of the Company or SPAC or be taken into account in determining whether the conditions in Article VIII have been satisfied or give rise to any right it may have hereunder as a result of such notificationstermination set forth in Article IX.
Appears in 1 contract
Samples: Business Combination Agreement (Chenghe Acquisition II Co.)
Notices of Certain Events. (a) The Sellers During the Pre-Closing Period, the Company shall promptly notify Parent of any of the Purchaser offollowing which occur during the Pre-Closing Period or are received during the Pre-Closing Period by any of the Target Companies:
(i) any change notice or event thatother communication of which the Company has Knowledge, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(ii) any notice or other communication of which the Company has Knowledge, from any Governmental Authority (A) delivered in connection with the transactions contemplated by this Agreement, or (B) indicating that a Permit is revoked or about to be revoked or that a Permit is required in any jurisdiction in which such Permit has not been obtained;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Sellers’ Knowledge Company’s Knowledge, threatened against, relating to or involving or otherwise affecting the Business any Target Company, that, if pending on the date hereofof this Agreement, would have been required to have been disclosed hereunder pursuant to Section 4.10 or that related relate to or would otherwise affect the consummation of the transactions contemplated herebyby this Agreement;
(iv) any written notice of the decision or intention of any other party to cancel, terminate or not renew any Contract required to be listed in Section 4.8(a) of the Company Disclosure Letter, whether in accordance with the terms of the respective Contract or otherwise;
(v) any written notice of any violation of any Law that has resulted or would reasonably be expected to result in Liabilities material to the Target Companies, taken as a whole;
(vi) any written notice regarding any potential infringement, misappropriation or violation of Intellectual Property of any other Person (including any cease-and-desist letters or demands or offers to license any Intellectual Property from any other Person);
(vii) any non-infringement legal opinion with respect to any Company Intellectual Property delivered to any of the Target Companies;
(viii) any inquiries from the Federal Trade Commission or any other federal or state Governmental Authority regarding the possible violation of Privacy Policies or any Laws relating to privacy, security or security breach notification by any of the Target Companies;
(ix) any written complaint from any Website user regarding material non-compliance by any of the Target Companies with their Privacy Policy;
(x) any denial or dispute of any claim for coverage under any Insurance Policy where the claimed amount would reasonably be expected to exceed the self-insured retention or deductible;
(xi) any notice of cancellation or intent to cancel or increase or intent to increase premiums with respect to the Insurance Policies;
(xii) any written complaint from the Occupational Safety and Health Administration with respect to any matter that would reasonably be expected to be material to the Target Companies, taken as a whole;
(xiii) any notice regarding any actual, alleged or potential failure by any Target Company to comply with any material Permit;
(xiv) any notice of any citizen suit or governmental action with regard to or associated with any of the Real Property brought pursuant to any Environmental Requirement;
(xv) any inaccuracy in or breach of any representation, warranty or covenant of the Company, in each case in any material respect, contained in this Agreement;
(xvi) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Sections 7.1 and 7.2 impossible or not reasonably likely to be satisfied; and
(vxvii) (A) the material damage or destruction by fire or other casualty any entry of any material Asset Target Company into, or part thereof amendment by any Target Company of, any Affiliate Transactions. No such notice shall be deemed to supplement or amend the Company Disclosure Letter for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (Bii) determining whether any material Asset or part thereof becoming of the subject of any proceeding conditions set forth in Article 7 (or, other than the condition set forth in Section 7.2(a) as to the Sellers’ Knowledge, threatened proceedingcompliance with this Section 6.9(a)) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental actionhas been satisfied.
(b) The Purchaser During the Pre-Closing Period, Parent shall promptly notify the Sellers ofCompany of any of the following which occur during the Pre-Closing Period or are received during the Pre-Closing Period by Parent:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication of which Parent has Knowledge from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(ii) any notice or other communication of which Parent has Knowledge from any Governmental Authority delivered in connection with the transactions contemplated by this Agreement;
(iii) any written notice actions, suits, claims, investigations or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding proceedings commenced or, to the PurchaserParent’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting Parent, that, if pending on the Purchaser date of this Agreement, would have been required to have been disclosed pursuant to Section 5.12 or that relates relate to or would otherwise affect the consummation of the transactions contemplated hereby.by this Agreement;
(civ) Each Party hereby acknowledges any written notice of any violation of any Law that has resulted or would reasonably be expected to result in Liabilities material to Parent;
(v) any inaccuracy in or breach of any representation, warranty or covenant of Parent, in each case in any material respect, contained in this Agreement; and
(vi) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Sections 7.1 and 7.3 impossible or not reasonably likely to be satisfied. No such notice shall be deemed to supplement or amend the Parent Disclosure Letter for the purpose of (i) determining the accuracy of any of the representations and warranties made by Parent in this Agreement, or (ii) determining whether any of the conditions set forth in Article 7 (other Party does not and shall not waive any right it may have hereunder than the condition set forth in Section 7.3(a) as a result of such notificationsto compliance with this Section 6.9(b)) has been satisfied.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers shall and GDC LLC will promptly notify the Purchaser of:
Buyer of (i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
Contemplated Transactions; (iiiii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated herebyContemplated Transactions; and
and (iviii) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Purchaser’s knowledgeKnowledge of Sellers, threatened against, relating to or involving or otherwise affecting affecting, Sellers or any Acquired Company which, if pending on the Purchaser that relates date of this Agreement, would have been required to have been disclosed pursuant to Section 3.10 or would otherwise affect which relate to the consummation of the transactions contemplated herebyContemplated Transactions.
(b) Sellers will give prompt written notice to Buyer of (i) the occurrence or non-occurrence of any event which would be likely to cause (A) any representation or warranty of Sellers contained in this Agreement to be untrue or inaccurate in any material respect, (B) any covenant or agreement of Sellers contained in this Agreement not to be complied with in any material respect or (C) any condition of Buyer set forth in Section 7.01 not to be satisfied, and (ii) any failure of Sellers to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by Sellers hereunder in any material respect. Notwithstanding anything herein to the contrary, any disclosure by Sellers pursuant to this Section 6.03(b) will not be deemed to prevent or cure any misrepresentation or breach or any failure to comply with or satisfy any covenant, condition or agreement, and any Losses resulting therefrom will be subject to the indemnification provisions set forth in Article 9 and any other remedies at law or equity available to Buyer hereunder.
(c) Each Party hereby acknowledges that Buyer will give prompt written notice to Sellers of (i) the occurrence or non-occurrence of any event which would be likely to cause (A) any representation or warranty of Buyer contained in this Agreement to be untrue or inaccurate in any material respect, (B) any covenant or agreement of Buyer contained in this Agreement not to be complied with in any material respect or (C) any condition of Sellers set forth in Section 7.02 not to be satisfied, and (ii) any failure of Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by Buyer hereunder in any material respect. Notwithstanding anything herein to the contrary, any disclosure by Buyer pursuant to this Section 6.03(c) will not be deemed to prevent or cure any misrepresentation or breach or any failure to comply with or satisfy any covenant, condition or agreement, and any Losses resulting therefrom will be subject to the indemnification provisions set forth in Article 9 and any other Party does not and shall not waive any right it may have hereunder as a result of such notificationsremedies at law or equity available to Sellers hereunder.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sunrise Senior Living Inc)
Notices of Certain Events. (a) The Sellers shall promptly notify Company will provide notice of the Purchaser offollowing events to each Notice Holder as soon as reasonably practicable:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty filing with the SEC of the Sellers hereunder being inaccurate such that General Resale Registration Statement, any pre- or post-effective amendment thereto or any related prospectus, prospectus supplement or “issuer free writing prospectus” (as defined in Rule 433 under the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing DateSecurities Act);
(ii) the effectiveness under the Securities Act, of the General Resale Registration Statement or any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyamendment thereto;
(iii) the receipt, by the Company, of any written notice (request by the staff of the SEC or any other than routine communications of an administrative nature) from governmental authority for any Governmental Entity in connection with amendment or supplement to the transactions contemplated herebyGeneral Resale Registration Statement;
(iv) the issuance, by the SEC or any actionother governmental authority, suitof any stop order suspending the effectiveness of the General Resale Registration Statement or the receipt, claimby the Company, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would of any written notice that proceedings for such purpose have been required to initiated or threatened;
(v) the receipt, by the Company, of any written notice (x) of the suspension of the qualification or exemption from qualification of the offer and sale of the Registrable Underlying Securities in any jurisdiction; or (y) that proceedings for such purpose have been disclosed hereunder initiated or that related threatened;
(vi) the withdrawal or lifting of any suspension referred to in clause (iv) or would otherwise affect the consummation of the transactions contemplated hereby(v) above; and
(vvii) (A) that the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming Company has determined that the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty use of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not General Resale Registration Statement must be satisfied if such inaccuracy were to exist suspended (which notice may, at the Closing Date;
(ii) any written notice or other communication from any Person alleging Company’s discretion, state that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any actionit constitutes a Blackout Commencement Notice), suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated hereby.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder including as a result of the occurrence of any event that causes any of the General Resale Registration Statement Documents to have a Material Disclosure Defect or to cease to comply with applicable law; provided, however, that (x) the Company need not provide any such notificationsnotice during a Blackout Period; and (y) in no event will this Section 6(e) require the Company to, and in no event will the Company, provide any information that they in good faith determine would constitute material non-public information. In addition, during the pendency of any Demand Underwritten Offering pursuant to Section 3 or any Piggyback Underwritten Offering pursuant to Section 4, but other than during a Blackout Period, each Notice Holder whose Registrable Underlying Securities are to be sold in such offering pursuant to the related Demand Underwriting Registration Statement or Piggyback Registration Statement, as applicable, will be afforded the same notice set forth in the preceding sentence with respect to the events set forth in clauses (i) through (vii), inclusive, of this Section 6(e) relating to such Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Shenandoah Telecommunications Co/Va/)
Notices of Certain Events. (a) The Sellers At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to ARTICLE 10 and (2) Effective Time, the Company will give prompt notice to Parent upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure by the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy, or failure would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Subsidiary to consummate the Merger set forth in Section 9.02 (other than Section 9.02(v) and Section 9.02(vi)) to fail to be satisfied at the Closing.
(b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to ARTICLE 10 and (2) Effective Time, Parent will give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Subsidiary in this Agreement has become untrue or inaccurate in any material respect, or of any failure by Parent or Merger Subsidiary to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy or failure would reasonably be expected to cause any of the conditions to the obligations of the Company to consummate the Merger set forth in Section 9.03 to fail to be satisfied at the Closing.
(c) In no event shall promptly notify the Purchaser of:
(i) the delivery of any change or event that, individually or in the aggregate, has had or reasonably may be expected notice by a party pursuant to result in a Material Adverse Effect, this Section 8.05 limit or otherwise result in affect the respective rights, remedies, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement or (ii) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent disclosing party. Table of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated hereby.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.Contents ARTICLE 9
Appears in 1 contract
Samples: Merger Agreement (Pacific Biosciences of California, Inc.)
Notices of Certain Events. (a) The Sellers shall From the date hereof through the Closing Date, Seller will promptly notify the Purchaser in writing of:
: (i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
herein; (ii) any document, report, certificate, instrument, request, notice or other communication delivered or made available to Seller or any of its Affiliates from any Governmental Authority, any of the Project Companies or any other Person in connection with the transactions contemplated herein, any of the Project Companies, the Projects or any Material Contract; (iii) any written claim commenced, or, to the Seller's Knowledge, threatened in writing, relating to or involving or otherwise affecting any of the Project Companies, the assets (including material permits) and liabilities of any of the Project Companies or the consummation of the transactions contemplated herein; and (iv) any circumstance or event which has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or the failure of any of the conditions set forth in Section 2.4 to be satisfied.
(b) From the date hereof through the Closing Date, Purchaser will promptly notify Seller in writing of: (i) any notice or other communication from any Governmental Entity Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyherein; and
(ivii) any actiondocument, suitreport, claimcertificate, investigation instrument, request, notice or proceeding commenced other communication delivered or made available to Purchaser or any of its Affiliates from any Governmental Authority or any other Person in connection with the transactions contemplated herein; (iii) any claim commenced, or, to the Purchaser’s 's knowledge, threatened againstin writing, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated herebyherein; and (iv) any circumstance or event which has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or the failure of any of the conditions set forth in Section 2.5 to be satisfied.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.
Appears in 1 contract
Samples: Agreement for Purchase of Membership Interests (Ormat Technologies, Inc.)
Notices of Certain Events. (a) The Sellers and the Cotton Group ---------------------------- Companies shall promptly notify the Purchaser of:
(ia) any fact, condition, change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result results in any representation or warranty of the Cotton Group Companies or the Sellers hereunder being inaccurate in any respect as of the date of such that the condition precedent in Section 7.2(c) would not be satisfied if fact, condition, change or event had such inaccuracy were to exist at the Closing Daterepresentation or warranty been made as of such date;
(iib) any fact, condition, change or event that causes or constitutes a breach of any of the representations or warranties of the Cotton Group Companies or the Sellers hereunder made as of the date hereof;
(c) any notice or other communication from any Person person or entity alleging that the consent of such Person person or entity is or may be required in connection with the transactions contemplated hereby;
(iiid) any written notice (or other than routine communications of an administrative nature) communication from or to any Governmental Entity in connection with the transactions contemplated hereby;
(ive) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge of the Cotton Group Companies or any Seller, threatened against, relating to or involving or otherwise affecting the Cotton Group Companies or the Cotton Group Business that, if pending on the date hereof, would have been required to have been disclosed hereunder pursuant to Section 4.13 or that related relate to or would otherwise affect the consummation of the transactions ------------ contemplated hereby; and
(v) (Ai) the material damage or destruction by fire or other casualty of any material Asset asset of the Cotton Group Companies or part thereof or (Bii) any material Asset asset of the Cotton Group Companies or part thereof becoming the subject of any proceeding (or, to the Sellers’ KnowledgeKnowledge of the Cotton Group Companies or any Seller, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) . The Purchaser shall promptly notify Cotton Group Companies and the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a hereby acknowledge that Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated hereby.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder solely as a result of such notificationsnotifications and any notification given pursuant to this Section 6.05 ------------ shall (x) not have any effect for purposes of determining satisfaction of the conditions set forth in Article IX of this Agreement, (y) be disregarded for ---------- purposes of determining the obligations of the Sellers under Article X hereof, --------- and (z) not in any way limit Purchaser's exercise of its rights hereunder.
Appears in 1 contract
Samples: Stock and Limited Partnership Interest Purchase Agreement (Charys Holding Co Inc)
Notices of Certain Events. (ai) The Sellers During the period beginning on the date hereof and ending on the Closing Date, each Transferor shall promptly notify the Purchaser Limited Partnership, V Cable and V Cable GP, Inc. and each other Transferor of:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(iia) any notice or other communication received by such Transferor from any Person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated herebyby this Agreement (other than notice in respect of a consent disclosed in any Schedule hereto);
(iiib) any written notice (or other than routine communications of an administrative nature) communication received by such Transferor from any Governmental Entity governmental authority in connection with the transactions contemplated herebyby this Agreement;
(ivc) any actionactions, suitsuits, claimdemands, investigation claims, hearings, investigations or proceeding commenced proceedings pending or, to the Sellers’ Knowledge knowledge of such Transferor, threatened against, relating against such Transferor insofar as they relate to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated herebyby this Agreement; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (Bd) any material Asset fact or part thereof becoming circumstance known to such Transferor which would prevent such Transferor from meeting the subject of conditions set forth in Section 6.1 hereof; PROVIDED, HOWEVER, that no such notification shall in any proceeding (or, to way limit the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental actionrepresentations and warranties set forth in this Agreement.
(bii) The Purchaser During the period beginning on the date hereof and ending on the Closing Date, the Limited Partnership, V Cable and V Cable GP, Inc. shall promptly notify the Sellers each Transferor of:
(ia) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication received by the Limited Partnership from any Person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated herebyby this Agreement (other than notice in respect of a consent disclosed in any Schedule hereto);
(iiib) any written notice or other communication received by the Limited Partnership from any Governmental Entity governmental authority in connection with the transactions contemplated herebyby this Agreement;
(c) any actions, suits, demands, claims, hearings, investigations or proceedings pending or, to the knowledge of the Limited Partnership, threatened against the Limited Partnership insofar as they relate to the transactions contemplated by this Agreement; and
(ivd) any action, suit, claim, investigation fact or proceeding commenced or, circumstance known to the Purchaser’s knowledgeLimited Partnership which would prevent the Limited Partnership from meeting the conditions set forth in Section 6.2 hereof; PROVIDED, threatened againstHOWEVER, relating to or involving or otherwise affecting that no such notification shall in any way limit the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated herebyrepresentations and warranties set forth in this Agreement.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.
Appears in 1 contract
Samples: Partnership Interests Redemption Agreement (Cablevision Systems Corp)
Notices of Certain Events. (a) The Sellers shall promptly notify Each Party will give prompt notice to the Purchaser ofother of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement pursuant to its terms and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to:
(i) cause any change of the representations or event that, individually warranties of such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time (provided that this paragraph (a) shall not apply in the aggregate, has had case of any event or reasonably may be expected to result in state of facts resulting from the actions or omissions of a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;Party which are required under this Agreement); or
(ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party hereunder prior to the Effective Time, provided, however, that the delivery of any notice from any Person alleging that the consent of such Person is pursuant to this Section 8.3 shall not limit or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, remedies available hereunder to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental actionParty receiving that notice.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected GG may not elect not to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with complete the transactions contemplated hereby;
(iiiby this Agreement pursuant to the conditions set forth herein or any termination rights arising therefrom under Subsection 9.2(a)(iii)(B) any or Subsection 9.2(a)(iv), as the case may be, and no payments are payable as a result of such termination pursuant to Section 9.3 unless, prior to the Effective Date, GG has delivered a written notice to GAA or FCR, as applicable, specifying in reasonable detail all breaches of covenants, representations and warranties or other communication from matters which GG is asserting as the basis for the non-fulfillment or the applicable condition or termination right, as the case may be. If any Governmental Entity in connection with such notice is delivered, provided that GAA or FCR, as applicable, is proceeding diligently to cure such matter and such matter is capable of being cured, GG may not terminate this Agreement until the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation earlier of the transactions contemplated herebyOutside Date and the expiration of a period of five Business Days from such notice.
(c) Each Party hereby acknowledges that FCR may not elect not to complete the other Party does not transactions contemplated by this Agreement pursuant to the conditions set forth herein or any termination rights arising therefrom under Subsection 9.2(a)(iii)(B) or Subsection 9.2(a)(v), as applicable, and shall not waive any right it may have hereunder no payments are payable as a result of such notificationstermination pursuant to Section 9.3 unless, prior to the Effective Date, FCR has delivered a written notice to GAA or GG, as applicable, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which FCR is asserting as the basis for the non-fulfillment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that GAA or GG, as applicable, is proceeding diligently to cure such matter and such matter is capable of being cured, FCR may not terminate this Agreement until the earlier of the Outside Date and the expiration of a period of five Business Days from such notice.
(d) GAA may not elect not to complete the transactions contemplated by this Agreement pursuant to the conditions set forth herein or any termination rights arising therefrom under Subsection 9.2(a)(vi)(A) unless, prior to the Effective Date, GAA has delivered a written notice to GG or FCR, as applicable, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which GAA is asserting as the basis for the non-fulfillment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that GG or FCR, as applicable, is proceeding diligently to cure such matter and such matter is capable of being cured, GAA may not terminate this Agreement until the earlier of the Outside Date and the expiration of a period of five Business Days from such notice.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers During the Interim Period, the Company shall promptly notify Parent, and Parent shall promptly notify the Purchaser Company of:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(iia) any notice or other communication from any Person received after the Merger Agreement Effective Date alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(iiib) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding Proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ such Party’s Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser Company or Parent, as the case may be, that, if pending on the Merger Agreement Effective Date, would have been required to have been disclosed pursuant to Article II, Article III or Article IV, as the case may be, or that relates to or would otherwise affect the consummation of the transactions contemplated hereby.by this Agreement;
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result inaccuracy in or breach of any representation, warranty or covenant of such notificationsParty contained in this Agreement (i) occurring after the Merger Agreement Effective Date, or (ii) which such Party becomes aware of after the Merger Agreement Effective Date, which would render inaccurate any of the representations and warranties made by such Party herein or, in the case of the Company, if existing and known on the Merger Agreement Effective Date, would have been required to be disclosed on the Company Disclosure Schedule; and
(d) any event, condition, fact or circumstance of Parent or Company, as the case may be, that would make the timely satisfaction of any of the conditions set forth in Article VIII impossible or unlikely by such party. No such notice or supplement provided pursuant to Section 6.05(c)(ii) shall be deemed to cure any prior existing breach of any representation, warranty or covenant in this Agreement nor shall such supplement be deemed to amend the Company Disclosure Schedule with respect to any prior breach without the written consent of Parent. A notice or supplement provided pursuant to Section 6.05(c)(i) shall be deemed to amend the Company Disclosure Schedule as long as such notice or supplement relates to matters arising in the ordinary course of business and which would not constitute a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. During the period from the date of this Agreement until the last Business Day immediately prior to the Closing Date (a) The Sellers shall promptly notify subject to earlier termination of this Agreement), each Party will give written notice to the Purchaser other Party of any material variance from its representations and warranties in Sections 3, 4 or 5, as the case may be. Unless the Party receiving such notice has the right to terminate this Agreement pursuant to Section 10 by reason of such development and exercises that right prior to Closing, the written notice pursuant to this Section 6.2 will be deemed, solely for purposes of Section 11 hereof following the Closing, to have amended the Disclosure Letter, to have qualified the representations and warranties contained in Section 3, 4 or 5, as applicable, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the development. Each Party will give written notice to the other Parties of:
(ia) the discovery of any fact, condition, change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would could reasonably be expected to have a Purchaser Material Adverse Effect, Effect or otherwise result results in any representation or warranty of the Purchaser by such Party hereunder being inaccurate in any respect as of the date of such that the condition precedent in Section 7.3(c) would not be satisfied if fact, condition, change or event had such inaccuracy were to exist at the Closing Daterepresentation or warranty been made as of such date;
(iib) the discovery of any fact, condition, change or event that causes or constitutes a breach of any of the representations or warranties of such Party made as of the date hereof;
(c) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyContemplated Transactions;
(iiid) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced pending or, to the Purchaser’s knowledgeKnowledge of such Party, threatened againstThreatened Proceeding, relating to or involving or otherwise affecting such Party that, if pending on the Purchaser date hereof, (in the case of the Company) would have been required to have been disclosed pursuant to Section 3.16 hereof or that relates to or would otherwise affect the consummation of the transactions contemplated hereby.
Contemplated Transactions; and the Company will give the Buyer notice of (ci) Each Party hereby acknowledges that the damage or destruction by fire or other Party does not and shall not waive casualty of any material asset or part thereof of the Company or (ii) any material asset or part thereof of the Company becoming the subject of any Proceeding (or, to the Knowledge of the Company, Threatened Proceeding) for the taking thereof or of any right it may have hereunder as a result of such notificationsrelating thereto by condemnation, eminent domain or other similar governmental action.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers From the date of this Agreement until the Effective Time, the Company shall promptly notify the Purchaser Parent of:
(ia) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(iiib) any written notice or other communication from any Governmental Entity Authority (i) delivered in connection with the transactions contemplated hereby; andby this Agreement or (ii) indicating that a Permit is revoked or about to be revoked or that a Permit is required in any jurisdiction in which such Permit has not been obtained, which revocation or failure to obtain has had or would reasonably be expected to have a Material Adverse Effect;
(ivc) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Purchaser’s knowledgeKnowledge of the Company, threatened against, relating to or involving or otherwise affecting any Acquired Company, that, if pending on the Purchaser date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.11 or 3.16, as the case may be, or that relates relate to or would otherwise affect the consummation of the transactions contemplated hereby.by this Agreement;
(cd) Each Party hereby acknowledges any inaccuracy in or breach of any representation or warranty (each, an “Update”) or covenant contained in this Agreement; provided that each Update may describe facts, events circumstances, or conditions that: (i) did not exist on or have changed since the date of this Agreement (“New Information”), or (ii) existed on the date of this Agreement (“Correcting Information”); provided further, that any notice made by the Company pursuant to this Section 5.08(d) shall be in a form reasonably acceptable to Parent and shall (other than with respect to New Information) constitute an acknowledgment by the Company Shareholders and holders of vested Company Options immediately prior to the Merger that the other Party does not matters set forth therein are indemnifiable under Article 10 (it being understood that the amount of any Damages resulting therefrom shall be determined following the Closing in accordance with Article 10); and
(e) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article 8 impossible or unlikely; No such notice or Update shall be deemed to supplement or amend the Company Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and shall not waive any right it may have hereunder warranties made by the Company in this Agreement (except as a result of such notifications.set forth in Section 10.02(a) with respect to New Information), or
Appears in 1 contract
Samples: Merger Agreement
Notices of Certain Events. (a) The From the date hereof until the earlier of the applicable Closing or the termination of this Agreement, the Sellers shall promptly notify the Purchaser Buyer in writing of:
(ia) any fact, circumstance, change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse EffectEffect or (ii) has resulted in, or otherwise would reasonably be expected to result in in, the failure of any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent conditions set forth in Section 7.3(c) would not Article VII to be satisfied if such inaccuracy were to exist at the Closing Datesatisfied;
(iib) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(iiic) any written notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated hereby; andby this Agreement;
(ivd) any action, suit, claim, investigation or proceeding Action commenced or, to the Purchaser’s knowledgeKnowledge of the Sellers, threatened against, relating to or involving or otherwise affecting the Purchaser Business, the Transferred Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.05 or that relates to or would otherwise affect the consummation of the transactions contemplated hereby.by this Agreement; and
(ce) Each Party hereby acknowledges that the damage or destruction by fire or other Party does casualty of any material Transferred Asset or part thereof. The Buyer’s receipt of information pursuant to this Section 5.09 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Sellers in this Agreement (including Section 8.01(d), Section 8.01(e) and Section 9.02) and shall not waive any right it may be deemed to amend or supplement the Disclosure Schedule, subject to the Sellers’ ability to amend or supplement the Disclosure Schedule in accordance with Section 5.08. Notwithstanding anything to the contrary in this Section 5.09, from and after the Initial Closing, the Sellers will have hereunder as a result no further rights or obligations under this Section 5.09 with respect to the portion of such notificationsthe Business conducted at the applicable Facility or the Initial Closing Transferred Assets, and from and after the Interim Closing, the Sellers will have no further rights or obligations under this Section 5.09 with respect to the portion of the Business conducted at the applicable Facility or the Interim Closing Transferred Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/)
Notices of Certain Events. (a) The Sellers Sellers’ Representative shall promptly notify the Purchaser of:
Buyer in writing of (i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
, (iiiii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
, or (iviii) any actionbreach of representations, suitwarranties or covenants of any Seller, claimManagement Holdco, investigation ZMC Blocker or proceeding commenced or, any Group Company having a Company Material Adverse Effect (but only to the Purchaser’s knowledgeextent not reasonably expected to be cured on or prior to the Closing); provided, threatened againsthowever, relating that the delivery of any notice pursuant to this Section 8.6(a) shall not affect or involving be deemed to modify any representation or otherwise affecting warranty made by the Purchaser that relates to Company, ZMC Blocker, Management Holdcos or would Sellers or limit or otherwise affect the consummation remedies available hereunder to Buyer or any right of Buyer not to consummate the transactions contemplated in accordance with Section 10.1 or Section 10.2, as applicable.
(b) Buyer shall promptly notify Sellers’ Representative in writing of (i) any notice or other communication from any Person to Buyer alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby.
, (cii) Each Party hereby acknowledges any notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby, or (iii) any breach of representations, warranties or covenants of Buyer that would reasonably be expected to have a materially adverse effect on Buyer’s ability to perform its obligations under and consummate the transactions set forth in this Agreement (but only to the extent not reasonably expected to be cured on or prior to the Closing); provided, however, that the other Party does not and delivery of any notice pursuant to this Section 8.6(b) shall not waive affect or be deemed to modify any representation or warranty made by Buyer or limit or otherwise affect the remedies available hereunder to Sellers, the Group Companies, ZMC Blocker or Management Holdcos, or any right it may have hereunder of Sellers, the Group Companies, ZMC Blocker and Management Holdcos not to consummate the transactions contemplated hereby in accordance with Section 10.1 or Section 10.3, as a result of such notificationsapplicable.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers shall KRG Stockholders and the Company will promptly notify the Purchaser of:
Sunrise of (i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
Contemplated Transactions, (iiiii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
Contemplated Transactions, and (iviii) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Purchaser’s knowledgeKnowledge of the Acquired Companies, threatened against, relating to or involving or otherwise affecting affecting, the Purchaser that relates KRG Stockholders or any Acquired Company which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.10 or would otherwise affect which relate to the consummation of the transactions contemplated herebyContemplated Transactions.
(b) The Principal Stockholders and the Company will give prompt written notice to Sunrise of (i) the occurrence or non-occurrence of any event which would be likely to cause (A) any representation or warranty of the Principal Stockholders or the Company contained in this Agreement to be untrue or inaccurate, (B) any covenant or agreement of the Principal Stockholders or the Company contained in this Agreement not to be complied with or (C) any condition of Sunrise set forth in Section 8.01 and Section 8.02 not to be satisfied, and (ii) any failure of the Principal Stockholders or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the Principal Stockholders or the Company hereunder, such notice shall be considered, individually, and in the aggregate, with all such other notices, the “New Disclosure”. Notwithstanding anything herein to the contrary, any disclosure by the Principal Stockholders or the Company pursuant to this Section 7.03(b) will not be deemed to prevent or cure any misrepresentation or breach or any failure to comply with or satisfy any covenant, condition or agreement, and any Losses resulting therefrom will be subject to the indemnification provisions set forth in Article 10 and any other remedies at law or equity available to Sunrise hereunder.
(c) Each Party hereby acknowledges that Sunrise will give prompt written notice to the Principal Stockholders’ Representative of (i) the occurrence or non-occurrence of any event which would be likely to cause (A) any representation or warranty of Sunrise or Merger Sub contained in this Agreement to be untrue or inaccurate, (B) any covenant or agreement of Sunrise or Merger Sub contained in this Agreement not to be complied with or (C) any condition of the Principal Stockholders set forth in Section 8.01 and Section 8.03 not to be satisfied, and (ii) any failure of Sunrise or Merger Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by Sunrise or Merger Sub hereunder. Notwithstanding anything herein to the contrary, any disclosure by Sunrise pursuant to this Section 7.03(c) will not be deemed to prevent or cure any misrepresentation or breach or any failure to comply with or satisfy any covenant, condition or agreement, and any Losses resulting therefrom will be subject to the indemnification provisions set forth in Article 10 and any other Party does not and shall not waive any right it may have hereunder as a result of such notificationsremedies at law or equity available to the Principal Stockholders hereunder.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers From the date of this Agreement until the respective Closing Date, or the earlier termination of this Agreement in accordance with its terms, the Companies and each of their Selling Shareholders, each with respect to its relevant notices shall promptly notify Purchaser, and the Purchaser Purchaser, on the other hand, shall promptly notify each Shareholders Representative of:
(i) any change notice or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice other communication from any Person alleging that the consent Consent of such Person is or may be required in connection with the transactions contemplated herebyconsummation of the Transactions;
(iiiii) any written notice (or other than routine communications of an administrative nature) communication from any Governmental Entity Authority (A) delivered in connection with the transactions contemplated hereby;
(iv) any actionTransactions, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) indicating that a Governmental Authorization is revoked or about to be revoked or that a Governmental Authorization is required in any material Asset jurisdiction in which such Governmental Authorization has not been obtained, which revocation or part thereof becoming the subject of any proceeding (or, failure to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, obtain has had or would reasonably be expected to have a Purchaser Material Adverse Effect, Effect on such Company or otherwise result in any representation or warranty of on the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyParent;
(iii) any written notice actions, suits, claims, investigations or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding Proceedings commenced or, to the Purchaser’s knowledgetheir respective Knowledge, threatened against, relating to or involving or otherwise affecting the respective Company or the Purchaser or Parent, as applicable, that relates relate to or would otherwise affect the consummation of the transactions contemplated herebyTransactions and which has had or would reasonably be expected to have a Material Adverse Effect; and
(iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the respective conditions set forth in Article VIII impossible or unlikely.
(cb) Each Party hereby acknowledges If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 6.04(a) requires any change in the other Party does not and shall not waive respective Purchaser Disclosure Schedule, Company Disclosure Schedule or the Selling Shareholder Disclosure Schedule, as applicable, or if any right it may have hereunder such event, condition, fact or circumstance would require such a change assuming such Purchaser Disclosure Schedule, Company Disclosure Schedule or the Selling Shareholder Disclosure Schedules, as a result applicable, were dated as of the date of the occurrence, existence or discovery of such notificationsevent, condition, fact or circumstance, then the Purchaser or such Company or such Selling Shareholder, as applicable, shall promptly deliver to each other an update to its Purchaser Disclosure Schedule, Company Disclosure Schedule or the respective Selling Shareholder Disclosure Schedule, as applicable, specifying such change. No such notice or update shall be deemed to supplement or amend the Purchaser Disclosure Schedule, Company Disclosure Schedule or Selling Shareholder Disclosure Schedule, as applicable, for the purpose of (i) determining the accuracy of any of the representations and warranties made by any of the Companies, any Selling Shareholder, the Purchaser or the Parent, as applicable, in this Agreement and any indemnification obligation hereunder, or (ii) determining whether any of the respective conditions set forth in Article VIII has been satisfied.
Appears in 1 contract
Samples: Share Purchase Agreement (Sapiens International Corp N V)
Notices of Certain Events. (a) The Sellers Company shall promptly notify the Purchaser Buyer of:
(ia) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company and each of its Subsidiaries (or Buyer, post-Closing) to any such Person or create any Lien on any Equity Interests or any of the Company’s and each of its Subsidiaries’ assets;
(iiib) any written notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated hereby; andby this Agreement or the Additional Agreements;
(ivc) any action, suit, claim, investigation or proceeding Actions commenced or, to the Purchaser’s knowledgeknowledge of the Company, threatened against, relating to or involving or otherwise affecting Elite, the Purchaser Company and each of its Subsidiaries, the Equity Interests, any of the Company’s and each of its Subsidiaries’ assets, including without limitation the Real Property, or the Business or that relates relate to or would otherwise affect the consummation of the transactions contemplated hereby.by this Agreement or the Additional Agreements;
(cd) Each Party hereby acknowledges the occurrence of any fact or circumstance which constitutes or results, or could reasonably be expected to constitute or result in a Material Adverse Effect; and
(e) the occurrence of any fact or circumstance which constitutes or results, or could reasonably be expected to constitute or result in any representation made hereunder by the Company and/or Elite to be false or misleading in any material respect or to omit or fail to state a material fact; provided, however, that should any notice pursuant to this Section 6.2 require any amendment or supplement to the other Party does not and Company Disclosure Schedules, the Company may deliver to Buyer a supplement or amendment to the Company Disclosure Schedules specifying such change; provided further, however, that neither any such supplement or amendment to the Company Disclosure Schedules nor any notice pursuant to this Section 6.2 shall not waive limit the right of Buyer to claim a failure of a condition to the Closing set forth in Section 9.2, with respect to any right it may have hereunder as a result of matters disclosed in such notificationssupplement, amendment or notice.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers Company shall as promptly as is reasonably practicable notify the Purchaser of:
Parent of (i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated hereby;
by this Agreement, (iiiii) any written notice or other communication from any Governmental Entity governmental or xxxxxx xxxx agency or authority in connection with the transactions contemplated hereby; and
by this Agreement, (iviii) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Purchaser’s knowledge, best of its Knowledge threatened against, relating the Company or any of its Subsidiaries that, if pending on the date of this Agreement, would reasonably be expected to have been required to have been disclosed pursuant to Section 4.11 or involving or otherwise affecting the Purchaser that relates to or which would otherwise affect have a material adverse effect on the consummation of the transactions contemplated herebyby this Agreement and (iv) any fact or the occurrence or non-occurrence of any event (in each case of which the Company is aware) between the date of this Agreement and the Effective Time which would reasonably be expected to cause (A) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time or (B) any material failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that no such notification shall affect the representations or warranties of any party or the conditions to the obligations of any party hereunder.
(cb) Each Party hereby acknowledges of Parent and Merger Subsidiary shall as promptly as is reasonably practicable notify the Company of (i) any notice or other communication from any Person alleging that the other Party does not and shall not waive any right it may have hereunder as a result consent of such notificationsPerson (or other Person) is or may be required in connection with the transactions contemplated by this Agreement, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any fact or occurrence or non-occurrence of any event (in each case of which Parent or Merger Subsidiary is aware) between the date of this Agreement and the Effective Time which would cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time or (y) any material failure of Parent or Merger Subsidiary to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by each of them hereunder; provided, however, that no such notification shall affect the representations or warranties of any party or the conditions to the obligations of any party hereunder.
Appears in 1 contract
Samples: Merger Agreement (International Flavors & Fragrances Inc)
Notices of Certain Events. (a) The Sellers Company shall notify Parent promptly notify the Purchaser of:
of (i) any change or event that, individually or in communication of which the aggregate, Company has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice Knowledge from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions expressly contemplated hereby;
by this Agreement, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (iiiii) any written notice (other than routine communications of an administrative nature) communication from any Governmental Entity of which the Company has Knowledge in connection with the transactions expressly contemplated hereby;
by this Agreement, (iii) any material Legal Actions that have been served upon the Company or any of its Subsidiaries or of which the Company otherwise has Knowledge or, to its Knowledge, threatened against or otherwise affecting the Company or any of its Subsidiaries or (iv) any actionevent, suitchange, claimoccurrence, investigation circumstance or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on development between the date hereof, would have been required to have been disclosed hereunder or of this Agreement and the Effective Time of which the Company has Knowledge that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) makes or is reasonably likely to make any of the material damage representations or destruction by fire warranties of the Company contained in this Agreement untrue or other casualty of any material Asset or part thereof inaccurate or (B) causes or is reasonably likely to cause any material Asset or part thereof becoming the subject breach of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental actionits obligations under this Agreement.
(b) The Purchaser Parent shall promptly notify the Sellers of:
Company promptly of (i) any change or event that, individually or in the aggregate, communication of which Parent has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication Knowledge from any Person alleging that the consent of such Person (or other Person) is or may be required in connection with the transactions expressly contemplated hereby;
by this Agreement, (iiiii) any written notice or other communication from any Governmental Entity of which Parent has Knowledge in connection with the transactions expressly contemplated hereby; and
by this Agreement or (iviii) any actionevent, suitchange, claimoccurrence, investigation circumstance or proceeding commenced or, development between the date of this Agreement and the Effective Time of which Parent has Knowledge that (A) makes or is reasonably likely to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation make any of the transactions contemplated herebyrepresentations or warranties of Parent or Merger Sub or any of their respective Affiliates contained in this Agreement or any of the Financing Agreements untrue or inaccurate or (B) causes or is reasonably likely to cause any breach of the obligations of Parent or Merger Sub or any of their respective Affiliates under this Agreement or any of the Financing Agreements.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers From the date of this Agreement until the Closing Date, or the termination of this Agreement in accordance with its terms, the Company and each Selling Shareholder (as it relates to information about such Selling Shareholder only) shall promptly notify Purchaser, and the Purchaser of:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers Company and the Holder Representatives of:
(i1) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyTransactions;
(iii2) any written notice or other communication from any Governmental Entity Authority (i) delivered in connection with the transactions contemplated hereby; andTransactions, or (ii) indicating that a Governmental Authorization is revoked or about to be revoked or that a Governmental Authorization is required in any jurisdiction in which such Governmental Authorization has not been obtained, which revocation or failure to obtain has had or would reasonably be expected to be material to any Acquired Company or to the Purchaser, as the case may be.
(iv3) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Purchaser’s knowledgetheir respective Knowledge, threatened against, relating to or involving or otherwise affecting any Acquired Company, or the Purchaser Purchaser, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.10 or 3.11, or Section 5.07, as the case may be, or that relates relate to or would otherwise affect the consummation of the transactions contemplated herebyTransactions;
(4) any inaccuracy in or breach of any of their respective representations, warranties or covenants contained in this Agreement; and
(5) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article IX impossible or unlikely.
(cb) Each Party hereby acknowledges If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 6.05(a) requires any change in the other Party does not and shall not waive Company Disclosure Schedule, Selling Shareholder Disclosure Schedule or the Purchaser Disclosure Schedule, as applicable, or if any right it may have hereunder such event, condition, fact or circumstance would require such a change assuming the Company Disclosure Schedule, Selling Shareholder Disclosure Schedule or the Purchaser Disclosure Schedule, as a result applicable, were dated as of the date of the occurrence, existence or discovery of such notificationsevent, condition, fact or circumstance, then the Company, such Selling Shareholder or Purchaser, as applicable, shall be entitled to deliver to the Company, the Selling Shareholder or the Purchaser, as applicable, an update to the Company Disclosure Schedule, Selling Shareholder Disclosure Schedule or the Purchaser Disclosure Schedule, as applicable, specifying such change. No such notice or update shall be deemed to supplement or amend the Company Disclosure Schedule or Selling Shareholder Disclosure Schedule or the Purchaser Disclosure Schedule, as applicable, for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company, the Purchaser or any Selling Shareholder in this Agreement, or (ii) determining whether any of the conditions set forth in Article IX has been satisfied.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers and the Cotton Group ---------------------------- Companies shall promptly notify the Purchaser of:
(ia) any fact, condition, change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result results in any representation or warranty of the Cotton Group Companies or the Sellers hereunder being inaccurate in any respect as of the date of such that the condition precedent in Section 7.2(c) would not be satisfied if fact, condition, change or event had such inaccuracy were to exist at the Closing Daterepresentation or warranty been made as of such date;
(iib) any fact, condition, change or event that causes or constitutes a breach of any of the representations or warranties of the Cotton Group Companies or the Sellers hereunder made as of the date hereof;
(c) any notice or other communication from any Person person or entity alleging that the consent of such Person person or entity is or may be required in connection with the transactions contemplated hereby;
(iiid) any written notice (or other than routine communications of an administrative nature) communication from or to any Governmental Entity in connection with the transactions contemplated hereby;
(ive) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge of the Cotton Group Companies or any Seller, threatened against, relating to or involving or otherwise affecting the Cotton Group Companies or the Cotton Group Business that, if pending on the date hereof, would have been required to have been disclosed hereunder pursuant to Section 4.13 or that related ------------ relate to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (Ai) the material damage or destruction by fire or other casualty of any material Asset asset of the Cotton Group Companies or part thereof or (Bii) any material Asset asset of the Cotton Group Companies or part thereof becoming the subject of any proceeding (or, to the Sellers’ KnowledgeKnowledge of the Cotton Group Companies or any Seller, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) . The Purchaser shall promptly notify Cotton Group Companies and the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a hereby acknowledge that Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated hereby.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder solely as a result of such notificationsnotifications and any notification given pursuant to this Section 6.05 ------------ shall (x) not have any effect for purposes of determining satisfaction of the conditions set forth in Article IX of this Agreement, (y) be disregarded for ---------- purposes of determining the obligations of the Sellers under Article X hereof, --------- and (z) not in any way limit Purchaser's exercise of its rights hereunder.
Appears in 1 contract
Samples: Stock and Limited Partnership Interest Purchase Agreement (Charys Holding Co Inc)
Notices of Certain Events. (a) The Sellers Company shall promptly notify Merger Sub, and each of Parent and Merger Sub shall notify the Purchaser of:
Company, promptly of (i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other material communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
by this Agreement, (iiiii) any written material notice or other material communication from any Governmental Entity in connection with the transactions contemplated hereby; and
by this Agreement, (iii) any Legal Actions commenced, or to such party’s knowledge, threatened, against the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as applicable, that are related to the transactions contemplated by this Agreement (“Transaction Litigation”), (iv) any actionfact, suit, claim, investigation event or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser circumstance that relates to has had or would reasonably be expected to result in any Company Material Adverse Effect and (v) the occurrence of any event, change or effect following the date of this Agreement which has resulted or is reasonably likely to result in the failure of any of the conditions set forth in Section 7.02(a), Section 7.02(b) or Annex A of this Agreement (in the case of the Company and its Subsidiaries) or Section 7.03(a) or Section 7.03(b) of this Agreement (in the case of Parent and Merger Sub). In no event shall the delivery of any notice by a party pursuant to this Section 6.06 limit or otherwise affect the consummation respective rights, obligations, representations, warranties, covenants or agreements of the transactions contemplated hereby.
(c) Each Party hereby acknowledges that parties or the other Party does not conditions to the obligations of the parties under this Agreement. Without limiting the preceding sentence, the Company shall keep Parent reasonably informed regarding any Transaction Litigation and shall give Parent the opportunity to participate in the defense, settlement, or entry into any other agreement with respect to such Transaction Litigation, including the opportunity to review and comment on all Filings or responses to be made by the Company in connection with any Transaction Litigation, and the Company shall consider any such comments in good faith. The Company agrees that, without Parent’s prior written consent, which consent shall not waive be unreasonably withheld, conditioned or delayed, the Company shall not offer to make or make any right it may have hereunder as a result of such notificationspayment with respect to any Transaction Litigation or enter into any settlement or similar agreement relating to any Transaction Litigation.
Appears in 1 contract
Samples: Merger Agreement (Castle Brands Inc)
Notices of Certain Events. (a) The Sellers From the date hereof until the Closing Date, Network shall promptly notify the Purchaser Parent of:
(i) any change notice or event that, individually or in other communication received by any Person included within the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty definition of the Sellers hereunder being inaccurate such that the condition precedent “knowledge of Network” in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at 11.02 from any Governmental Entity in connection with the Closing DateMerger;
(ii) any actions, suits, claims, investigations or proceedings commenced or threatened of which any Person included within the definition of “knowledge of Network” in Section 11.02 has knowledge and which are against, relating to or involving or otherwise affecting Network which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.10 or which relate to the consummation of the Merger;
(iii) any notice or other communication received by any Person included within the definition of “knowledge of Network” in Section 11.02 from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyMerger;
(iiiiv) its obtaining knowledge of the occurrence, or failure to occur, of any event which occurrence or failure to occur will be likely to cause (A) any written notice representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, (B) the failure of it to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, and (C) any fact or development which would result in the failure of any condition hereto not to be satisfied;
(v) any condition, event or matter (other than routine communications those for which Parent’s consent has been obtained) of an administrative naturewhich any Person included within the definition of “knowledge of Network” in Section 11.02 has knowledge which, if pending or in existence on the date of this Agreement, would have been required to be disclosed pursuant to Section 3.12;
(vi) the voluntary or involuntary termination of employment or sales agent status of any employee or sales agent of Network.
(b) From the date hereof until the Closing Date, Parent shall promptly notify Network:
(i) of any notice or other communication received by any Person included within the definition of “knowledge of Parent” in Section 11.02 from any Governmental Entity in connection with the transactions contemplated herebyMerger;
(ivii) of any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to or threatened of which any Person included within the Sellers’ Knowledge threatened definition of “knowledge of Parent” in Section 11.02 has knowledge and which are against, relating to or involving or otherwise affecting the Business thatParent or any of its subsidiaries, in each case which, if pending on the date hereofof this Agreement, would have been required to have been disclosed hereunder pursuant to Section 4.04 or that related which relate to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing DateMerger;
(iiiii) any written notice or other communication received by any Person included within the definition of “knowledge of Parent” in Section 11.02 from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated herebyMerger; and
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of its obtaining knowledge of the transactions contemplated herebyoccurrence, or failure to occur, of any event which occurrence or failure to occur will be likely to cause (A) any representation or warranty made by Parent or Merger Sub contained in this Agreement becoming untrue or inaccurate, (B) the failure of Parent or Merger Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by Parent or Merger Sub under this Agreement, and (C) any fact or development which would result in the failure of any condition hereto not to be satisfied.
(c) Each Party hereby acknowledges that No notification under this Section 5.10 shall affect the other Party does not and shall not waive representations, warranties or obligations of any right it may have hereunder as a result of Network, Parent, Merger Sub and/or the Surviving Corporation or the conditions to the obligations of any of Network, Parent, Merger Sub and/or the Surviving Corporation under this Agreement, or limit or otherwise affect the remedies available under this Agreement to the party(ies) receiving such notificationsnotice.
Appears in 1 contract
Notices of Certain Events. The Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly of (a) The Sellers shall promptly notify the Purchaser of:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
by this Agreement, (iiib) any written material notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
by this Agreement, (ivc) any action, suit, claim, investigation Legal Actions commenced or proceeding commenced or, to the Purchaser’s such parties’ knowledge, threatened againstin writing, relating against the Company or any of its Subsidiaries or Parent or its Subsidiaries, as applicable, that are related to the transactions contemplated by this Agreement, and (d) any event, change or involving effect between the date of this Agreement and the Effective Time which causes or is reasonably likely to cause the failure of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) of this Agreement (in the case of the Company and its Subsidiaries) or Section 6.3(a) or Section 6.3(b) of this Agreement (in the case of Parent and Merger Sub), to be satisfied. From time to time, up until the date that is five (5) Business Days prior to the Closing, the Company and its Subsidiaries shall have the right (but not the obligation) to supplement or amend the Company Disclosure Letter with respect to any matters hereafter arising (each a “Schedule Supplement”). Notwithstanding the foregoing, for purposes of determining whether or not the condition set forth in Section 6.2(a) of this Agreement has been satisfied, such Schedule Supplement shall (for the purposes of Section 6.2(a) of this Agreement only) not be deemed to satisfy the otherwise affecting unsatisfied condition in such section; provided, however, that if, due to the Purchaser that relates matters disclosed by the Company in any Schedule Supplement, Parent determines to exercise its right to terminate this Agreement pursuant to Section 7.3(b), Parent shall deliver the written notice required by such Section 7.3(b) within ten (10) Business Days following its receipt of such Schedule Supplement. Except as specifically set forth in this Section 5.7, in no event shall (x) the delivery of any notice by a party pursuant to this Section 5.7 limit or would otherwise affect the consummation respective rights, obligations, representations, warranties, covenants or agreements of the transactions contemplated hereby.
parties or the conditions to the obligations of the parties under this Agreement, or (cy) Each Party hereby acknowledges that disclosure by the other Party does not and Company or Parent be deemed to amend or supplement the Company Disclosure Letter or constitute an exception to any representation or warranty. This Section 5.7 shall not waive any right it may have hereunder as constitute a result covenant or agreement for purposes of such notificationsSection 6.2(b) or Section 6.3(b).
Appears in 1 contract
Notices of Certain Events. (a) The Sellers Company shall as promptly as is reasonably practicable notify the Purchaser of:
Parent of (i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated hereby;
by this Agreement, (iiiii) any written notice or other communication from any Governmental Entity governmental or xxxxxx xxxx agency or authority in connection with the transactions contemplated hereby; and
by this Agreement, (iviii) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Purchaser’s knowledge, best of its Knowledge threatened against, relating the Company or any of its Subsidiaries that, if pending on the date of this Agreement, would reasonably be expected to have been required to have been disclosed pursuant to Section 4.11 or involving or otherwise affecting the Purchaser that relates to or which would otherwise affect have a material adverse effect on the consummation of the transactions contemplated herebyby this Agreement and (iv) any fact or the occurrence or non-occurrence of any event (in each case of which the Company is aware) between the date of this Agreement and the Effective Time which would reasonably be expected to cause (A) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time or (B) any material failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; PROVIDED, HOWEVER, that no such notification shall affect the representations or warranties of any party or the conditions to the obligations of any party hereunder.
(cb) Each Party hereby acknowledges of Parent and Merger Subsidiary shall as promptly as is reasonably practicable notify the Company of (i) any notice or other communication from any Person alleging that the other Party does not and shall not waive any right it may have hereunder as a result consent of such notificationsPerson (or other Person) is or may be required in connection with the transactions contemplated by this Agreement, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any fact or occurrence or non-occurrence of any event (in each case of which Parent or Merger Subsidiary is aware) between the date of this Agreement and the Effective Time which would cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time or (y) any material failure of Parent or Merger Subsidiary to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by each of them hereunder; PROVIDED, HOWEVER, that no such notification shall affect the representations or warranties of any party or the conditions to the obligations of any party hereunder.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers From the date of this Agreement until the respective Closing Date, or the earlier termination of this Agreement in accordance with its terms, the Companies and each of their Selling Shareholders, each with respect to its relevant notices shall promptly notify Purchaser, and the Purchaser Purchaser, on the other hand, shall promptly notify each Shareholders Representative of:
(i) any change notice or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice other communication from any Person alleging that the consent Consent of such Person is or may be required in connection with the transactions contemplated herebyconsummation of the Transactions;
(iiiii) any written notice (or other than routine communications of an administrative nature) communication from any Governmental Entity Authority (A) delivered in connection with the transactions contemplated hereby;
(iv) any actionTransactions, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) indicating that a Governmental Authorization is revoked or about to be revoked or that a Governmental Authorization is required in any material Asset jurisdiction in which such Governmental Authorization has not been obtained, which revocation or part thereof becoming the subject of any proceeding (or, failure to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, obtain has had or would reasonably be expected to have a Purchaser Material Adverse Effect, Effect on such Company or otherwise result in any representation or warranty of on the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyParent;
(iii) any written notice actions, suits, claims, investigations or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and
(iv) any action, suit, claim, investigation or proceeding Proceedings commenced or, to the Purchaser’s knowledgetheir respective Knowledge, threatened against, relating to or involving or otherwise affecting the respective Company or the Purchaser or Parent, as applicable, that relates relate to or would otherwise affect the consummation of the transactions contemplated herebyTransactions and which has had or would reasonably be expected to have a Material Adverse Effect; and
(iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the respective conditions set forth in Article VIII impossible or unlikely.
(cb) Each Party hereby acknowledges If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 6.04(a) requires any change in the other Party does not and shall not waive respective Purchaser Disclosure Schedule, Company Disclosure Schedule or the Selling Shareholder Disclosure Schedule, as applicable, or if any right it may have hereunder such event, condition, fact or circumstance would require such a change assuming such Purchaser Disclosure Schedule, Company Disclosure Schedule or the Selling Shareholder Disclosure Schedules, as a result applicable, were dated as of the date of the occurrence, existence or discovery of such notificationsevent, condition, fact or circumstance, then the Purchaser or such Company or such Selling Shareholder, as applicable, shall promptly deliver to each other an update to its Purchaser Disclosure Schedule, Company Disclosure Schedule or the respective Selling Shareholder Disclosure Schedule, as applicable, specifying such change. No such notice or update shall be deemed to supplement or amend the Purchaser Disclosure Schedule, Company Disclosure Schedule or Selling Shareholder Disclosure Schedule, as applicable, for the purpose of (i) determining the accuracy of any of the representations and warranties made by any of the Companies, any Selling Shareholder, the Purchaser or the Parent, as applicable, in this Agreement and any indemnification obligation hereunder, or (ii) determining whether any of the respective conditions set forth in Article VIII has been satisfied.
Appears in 1 contract
Samples: Share Purchase Agreement (Kardan Technologies Ltd.)
Notices of Certain Events. (a) The Sellers Section 5.8.1 During the Pre-Closing Period, Seller shall promptly notify the Purchaser of:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(iia) any notice or other communication to Seller from any Person alleging that the consent Consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice or other communication from any Governmental Entity Authority to Seller in connection with the transactions contemplated hereby; andby this Agreement;
(ivc) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the PurchaserSeller’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser Business or the Purchased Assets, or that relates relate to or would otherwise affect the consummation of the transactions contemplated herebyby this Agreement;
(d) the discovery by Seller (or any of its Representatives) of any inaccuracy in or breach of any representation, warranty or covenant contained in this Agreement; and
(e) the discovery by Seller (or any of its Representatives) of any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6.3 impossible or unlikely. Notwithstanding the foregoing, no notice under this Section 5.8.1 shall be deemed to supplement or amend any Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by Seller in this Agreement; (ii) determining whether any of the conditions set forth in Article VI has been satisfied; or (iii) determining whether Seller has an obligation to indemnify a Purchaser Indemnitee pursuant to Article VIII.
Section 5.8.2 During the Pre-Closing Period, Purchaser shall promptly notify Seller of:
(a) any notice or other communication from any Governmental Authority to Purchaser in connection with the transactions contemplated by this Agreement;
(b) the discovery by Purchaser or any of its Affiliates (or any of its Representatives) of any inaccuracy in or breach of any representation, warranty or covenant contained in this Agreement; and
(c) Each Party hereby acknowledges the discovery by Purchaser (or any of its Representatives) of any event, condition, fact or circumstance that would make the other Party does not timely satisfaction of any of the conditions set forth in Section 6.2 impossible or unlikely. Notwithstanding the foregoing, no notice under this Section 5.8.2 shall be deemed to supplement or amend any Schedule for the purpose of (i) determining the accuracy of any of the representations and shall not waive warranties made by Purchaser in this Agreement; (ii) determining whether any right it may have hereunder as of the conditions set forth in Article VI has been satisfied; or (iii) determining whether Purchaser has an obligation to indemnify a result of such notificationsSeller Indemnitee pursuant to Article VIII.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers Company and the Signing Stockholders shall promptly notify the Purchaser ExamWorks of:
(ia) any fact, condition, change or event that, individually or in the aggregate, has had or could reasonably may be expected to result in have a Material Adverse Effect, Effect or otherwise result results in any representation or warranty of the Sellers Company or the Signing Stockholders hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ KnowledgeKnowledge of the Company, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of any Non-Signing Stockholder pursuant to the Purchaser hereunder Initial Non-Signing Stockholder Certificate) being inaccurate in any material respect as of the date of such that the condition precedent in Section 7.3(c) would not be satisfied if fact, condition, change or event had such inaccuracy were to exist at the Closing Daterepresentation or warranty been made as of such date;
(iib) any written fact, condition, change or event that causes or constitutes a breach of any of the representations or warranties of the Company or the Signing Stockholders hereunder (or, to the Knowledge the Company, any representation or warranty of any Non-Signing Stockholder pursuant to a Non-Signing Stockholder Certificate) made as of the date hereof;
(c) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iiid) any written notice or other communication from or to any Governmental Entity in connection with the transactions contemplated hereby; andEntity;
(ive) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledgeKnowledge of the Company, threatened against, relating to or involving or otherwise affecting the Purchaser Company that, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 4.12 (Legal Proceedings) or that relates relate to or would otherwise affect the consummation of the transactions contemplated hereby.; and
(cf) Each Party (i) the total or partial damage or destruction by fire or other casualty of any asset having a book value of $10,000 or more, or (ii) any such asset or part thereof becoming the subject of any proceeding (or, to the Knowledge of the Company, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action. Should any such fact or condition require any change in the Disclosure Schedules if the Disclosure Schedules were dated the date of the occurrence or discovery of any such fact or condition, the Signing Stockholders will promptly deliver to ExamWorks a supplement to the Disclosure Schedules specifying such change. The Company and the Signing Stockholders hereby acknowledges acknowledge that the other Party ExamWorks does not and shall not waive any right it may have hereunder solely as a result of such notificationsnotifications and any notification given pursuant to this Section 7.3 (including any supplement to the Disclosure Schedules) shall (x) not have any effect for purposes of determining satisfaction of the conditions set forth in Section 8.1 of this Agreement, (y) be disregarded for purposes of determining the obligations of the Parties under Article XI hereof, and (z) not in any way limit ExamWorks’ exercise of its rights hereunder.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers shall From the date hereof until the Closing Date, each Party will, subject to applicable Law, promptly notify the Purchaser other Party of:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (Ba) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement;
(iiib) any written notice or other written communication from any Governmental Entity Authority in connection with the transactions contemplated hereby; andby this Agreement;
(ivc) the occurrence or non-occurrence of any event that is likely to cause any representation or warranty of such Party in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date; provided, however, that the obligation to give notice pursuant to this Section 7.05(c) shall not be deemed a covenant or obligation for the purposes of Section 10.02(a) or Section 10.03(a);
(d) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect;
(e) any written material action, suit, claim, investigation or proceeding commenced or, to the Purchasersuch Party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such Party that, if pending on the Purchaser date hereof, would have been required to have been disclosed pursuant to Section 3.10 of this Agreement; and
(f) any change or fact of which it is aware that relates will or is reasonably expected to result in any of the conditions set forth in Article X becoming incapable of being satisfied. Notwithstanding the foregoing, no delivery of any notice pursuant to this Section 7.05 shall (i) have any effect for the purpose qualifying the representations and warranties of the notifying party contained herein, or would be deemed to cure any misrepresentation or breach of warranty that might otherwise have existed hereunder by reason of the omission of such item from the Seller Disclosure Schedules or (ii) limit or otherwise affect the consummation any of the transactions contemplated herebyremedies available to any party pursuant to this Agreement or the representations, warranties, covenants, agreements or conditions to the obligation of the parties under this Agreement.
(c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.
Appears in 1 contract
Notices of Certain Events. (a) The Sellers From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company and each Seller shall promptly notify the Purchaser of:
(i1) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyTransactions;
(iii2) any written notice or other communication from any Governmental Entity Authority (i) delivered in connection with the transactions contemplated hereby; andTransactions, or (ii) indicating that a Governmental Authorization is revoked or about to be revoked or that a Governmental Authorization is required in any jurisdiction in which such Governmental Authorization has not been obtained;
(iv3) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Purchaser’s knowledgetheir respective Knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser Company, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Article III or Article IV, as the case may be, or that relates relate to or would otherwise affect the consummation of the transactions contemplated herebyTransactions;
(4) any inaccuracy in or breach of any of their respective representations, warranties or covenants contained in this Agreement; and
(5) any event, condition, fact or circumstance that would make (or is reasonably expected to make) the timely satisfaction of any of the conditions set forth in Article VIII impossible or unlikely, or cause it to be delayed.
(cb) Each Party hereby acknowledges If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 6.04(a) requires any change in the other Party does not and shall not waive Company Disclosure Schedule or the Sellers Disclosure Schedule, as applicable, or if any right it may have hereunder such event, condition, fact or circumstance would require such a change assuming the Company Disclosure Schedule or the Sellers Disclosure Schedule, as a result applicable, were dated as of the date of the occurrence, existence or discovery of such notificationsevent, condition, fact or circumstance, then the Company or such Seller, as applicable, shall promptly deliver to the Purchaser an update to the Company Disclosure Schedule or the Sellers Disclosure Schedule, as applicable, specifying such change. No such notice or update shall be deemed to supplement or amend the Company Disclosure Schedule or Sellers Disclosure Schedule, as applicable, for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company or any Seller in this Agreement and any indemnification obligation hereunder, or (ii) determining whether any of the conditions set forth in Article VIII has been satisfied (the “Disclosure Schedules Updates for Informational Purposes”); provided that with respect to any update of any representation of the Company that is not a Fundamental Representation resulting from events that occurred following the date hereof, the Company may elect that such update shall be deemed to supplement or amend the Company Disclosure Schedule (such updates, the “Disclosure Schedules Updates for Exception Purposes”).
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Notices of Certain Events. From the date hereof until the Closing,
(a) The Sellers shall promptly notify the Purchaser of:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement and the Ancillary Agreements;
(iiiii) any written notice or other written communication from any Governmental Entity Body in connection with the transactions contemplated herebyby this Agreement and the Ancillary Agreements; and
(iviii) any actionchange or fact to any of Sellers’ representations, suitwarranties or obligations hereunder of which it is aware that, claimwith notice or lapse of time or both, investigation will or proceeding commenced or, is reasonably likely to the Purchaser’s knowledge, threatened against, relating to or involving result in a material breach by Sellers of this Agreement or otherwise affecting result in any of the conditions set forth in ARTICLE X becoming incapable of being satisfied.
(b) Purchaser shall promptly notify Sellers of:
(i) any written notice or other written communication from any Person alleging that relates to the consent of such Person is or would otherwise affect the consummation of may be required in connection with the transactions contemplated hereby.by this Agreement and the Ancillary Agreements;
(cii) Each any written notice or other written communication from any Governmental Body in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; and
(iii) any change or fact to any of Purchaser’s representations, warranties or obligations hereunder of which it is aware that, with notice or lapse of time or both, will or is reasonably likely to result in a material breach by Purchaser of this Agreement or otherwise result in any of the conditions set forth in ARTICLE X becoming incapable of being satisfied. No disclosure by any Party hereby acknowledges that pursuant to this Section 8.16 shall be deemed to amend or supplement the other Party does not and shall not waive Sellers Disclosure Schedule or Purchaser Disclosure Schedule, as applicable, with respect thereto or prevent or cure any right it may have hereunder as a result misrepresentation or breach of such notificationswarranty for purposes of this Agreement.
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Samples: Asset Purchase Agreement
Notices of Certain Events. (a) The Sellers From the date of this Agreement until the Closing Date, or the termination of this Agreement in accordance with its terms, Management and each Executing Selling Shareholder shall promptly notify Purchaser, and the Purchaser shall promptly notify Management and the Holder Representative of:
(i1) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyTransactions;
(iii2) any written notice or other communication from any Governmental Entity Authority (i) delivered in connection with the transactions contemplated hereby; andTransactions, or (ii) indicating that a Governmental Authorization is revoked or about to be revoked or that a Governmental Authorization is required in any jurisdiction in which such Governmental Authorization has not been obtained, which revocation or failure to obtain has had or would reasonably be expected to be material to any Acquired Company or to the Purchaser, as the case may be.
(iv3) any actionactions, suitsuits, claimclaims, investigation investigations or proceeding proceedings commenced or, to the Purchaser’s knowledgetheir respective Knowledge, threatened against, relating to or involving or otherwise affecting any Acquired Company, or the Purchaser Purchaser, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 2.10 or 2.11, or 4.5, as the case may be, or that relates relate to or would otherwise affect the consummation of the transactions contemplated herebyTransactions;
(4) any inaccuracy in or breach of any of their respective representations, warranties or covenants contained in this Agreement; and
(5) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article VIII impossible or unlikely.
(b) The disclosure of an event, condition, fact or circumstance that is required to be disclosed pursuant to Section 5.4(a) shall not be deemed to (a) amend or supplement the Management Disclosure Schedule, the Selling Shareholder Disclosure Schedule or the Purchaser Disclosure Schedule, as applicable, or the representations and warranties contained herein, (b) prevent or cure any breach of, or operate as a waiver with respect to or otherwise affect, any representation, warranty, covenant or agreement of the Company, the Executing Selling Shareholders or the Purchaser contained herein or in any instrument or certificate delivered in connection herewith, (c) Each Party hereby acknowledges that affect in any way the other Party does not and shall not waive indemnification provided under Article X, or (d) otherwise prejudice any right it may have hereunder or remedies of the Purchaser, the Executing Selling Shareholder or the Holder Representative, as a result of such notificationsapplicable, pursuant to this Agreement.
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Notices of Certain Events. (a) The Sellers Seller Parent shall promptly notify the Purchaser Buyer Domestic of:
(i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby;
(iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and
(v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.
(b) The Purchaser shall promptly notify the Sellers of:
(i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date;
(iia) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated herebyby this Agreement or the other Transaction Documents;
(iiib) any written notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated hereby; andby this Agreement or the other Transaction Documents;
(ivc) any actionactions, suitsuits, claimclaims or proceedings or, investigation or proceeding to its Knowledge, any investigations, commenced or, to the Purchaser’s knowledgeits Knowledge, threatened againstagainst a Seller, relating any of its Affiliates, the Purchased Assets or the Business that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Article 4 or involving or otherwise affecting the Purchaser that relates relate to or would otherwise affect the consummation of the transactions contemplated hereby.by this Agreement or the other Transaction Documents;
(cd) Each Party hereby acknowledges the damage or destruction by fire or other casualty of any material Purchased Asset or part thereof or in the event that any material Purchased Asset or part thereof becomes the subject of any proceeding or, to the Knowledge of Sellers, threatened proceeding for the taking thereof or any part thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action;
(e) any material developments related to or arising out of any False Claims Act Litigation, the *** Litigation, the Pending Regulatory Reviews or any material Regulatory Approval, including in each case where applicable (i) any proposed settlements thereof, (ii) any responses to such proposals and (iii) any other non-privileged communications related thereto;
(f) any notice from any Governmental Authority of any material noncompliance with any Regulatory Approval or any other Applicable Law relating to the manufacture, distribution or sale of Products by any Seller, any Affiliate of any Seller or any Collaborative Partner that manufactures Products for any Seller; and
(g) any breach of a representation or warranty of a Seller in this Agreement or failure of a Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in any such case, which, individually or in the aggregate, would reasonably be expected to result in any condition to the obligations of the Buyer Parties to effect the transactions contemplated by this Agreement not to be satisfied; *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately. Table of Contents provided, however, that the other Party does delivery of any notice pursuant to this Section 6.04 shall not limit or otherwise affect the remedies available hereunder to the Buyer Parties. From time to time, but no later than five Business Days prior to the Closing Date, Seller Parent may amend, modify, update or supplement the Seller Disclosure Schedule relating to any representation or warranty contained in Article 4 or Article 9 with respect to any matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such Schedule or that is necessary to complete or correct any information in any representation or warranty contained in Article 4 or Article 9 (any such amendment, modification, update or supplement, a “Schedule Supplement”); it being understood that any such Schedule Supplement shall be for informational purposes only and shall not waive be deemed to update the Seller Disclosure Schedule or cure any breach of any representation, warranty, covenant or other agreement for any purpose under this Agreement or to prejudice any right it may have hereunder as of any Buyer Party under this Agreement, including the right to seek indemnification pursuant to Article 12 and the right to assert that a result of such notificationscondition to Closing set forth in Section 11.02(a) has not been satisfied.
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