Notices of Certain Events. Each party shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.: (a) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the Purchaser; (b) any notice from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or threatened against or involving either party or any of their shareholders that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure would cause any of the conditions set forth in ARTICLE IX not to be satisfied.
Appears in 4 contracts
Samples: Share Exchange Agreement (Renren Inc.), Share Exchange Agreement (Kaixin Auto Holdings), Share Exchange Agreement (CM Seven Star Acquisition Corp)
Notices of Certain Events. Each party During the Interim Period, each of Parent and the Company shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by 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 (or Parent, post-Closing) to any such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserCompany’s or Parent’s assets;
(b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Ancillary Agreements;
(c) any Actions commenced or threatened against against, relating to or involving or otherwise affecting either party or any of their shareholders or their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Ancillary Agreements;
(d) any written notice from Nasdaq with respect to the listing of the Parent Securities;
(e) the occurrence of any fact or circumstance which constitutes or results, or would reasonably be expected to constitute or result in a Material Adverse Effect; and
(f) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term hereof, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure that would reasonably be expected to cause any of the conditions set forth in ARTICLE IX not to be satisfied.
Appears in 3 contracts
Samples: Merger Agreement (IX Acquisition Corp.), Merger Agreement (Aerkomm Inc.), Merger Agreement (CSLM Acquisition Corp.)
Notices of Certain Events. Each party hereto shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.parties of:
(a) the receipt by such party or any of such party's Subsidiaries of 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) the receipt by such party or any of such party's Subsidiaries of any notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) such party's obtaining knowledge of any Actions actions, suits, claims, investigations or proceedings commenced or threatened against against, relating to or involving either party or otherwise affecting any of Parent, Sub or the Company, as the case may -52- be, or any of their shareholders that respective Subsidiaries which relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;Agreement; and
(d) such party's obtaining knowledge of the occurrence, or failure to occur, of any inaccuracy of event which occurrence or failure to occur will be likely to cause (A) any representation or warranty of such party contained in this AgreementAgreement to be untrue or inaccurate in any material respect, or (B) any material failure of such any party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; PROVIDED, in each case which inaccuracy HOWEVER, that no such notification shall affect the representations, warranties or failure would cause any obligations of the parties or the conditions set forth in ARTICLE IX not to be satisfiedthe obligations of the parties hereunder.
Appears in 3 contracts
Samples: Merger Agreement (Nexstar Pharmaceuticals Inc), Merger Agreement (Gilead Sciences Inc), Merger Agreement (Warburg Pincus Investors Lp)
Notices of Certain Events. Each party Buyer and Sellers shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserTransactions;
(b) any written notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsTransactions;
(c) any Actions Actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against against, relating to or involving either party or any otherwise affecting Sellers or the Acquired Business that, if pending on the date of their shareholders this Agreement, would have been required to be disclosed pursuant to Section 4.7 hereof, or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsTransactions;
(d) the occurrence or non-occurrence of any inaccuracy of fact or event which would be reasonably likely:
(i) to cause any representation or warranty of such party contained in this AgreementAgreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date, or
(ii) to cause any covenant, condition or agreement under this Agreement not to be complied with or satisfied; and
(e) any failure of such party Buyer or any Seller, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, in each case which inaccuracy however, that no such notification shall affect the representations or failure would cause warranties of any of party or the conditions set forth in ARTICLE IX not to be satisfiedthe obligations of any party hereunder.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Metaldyne Corp), Asset Purchase Agreement (Trimas Corp), Asset Purchase Agreement (Trimas Co LLC)
Notices of Certain Events. Each party of the Purchaser and the Company shall, and the Company shall cause each Subsidiary of the Company to, promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) any notice or other communication 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 by 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 (or the Purchaser, post-Closing) to any such Person or create any Lien on any Company Capital Shares Stock or capital shares stock of the Purchaser or any of the Company Group’s or the Purchaser’s assets;
(b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
(c) any Actions commenced or threatened against against, relating to or involving or otherwise affecting either party or any of their shareholders or their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) the occurrence of any fact or circumstance which constitutes or results, or would reasonably be expected to constitute or result in a Material Adverse Change; and
(e) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term hereof, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure that would reasonably be expected to cause any of the conditions set forth in ARTICLE IX Article X not to be satisfied.
Appears in 3 contracts
Samples: Merger Agreement (Oak Woods Acquisition Corp), Merger Agreement (Oak Woods Acquisition Corp), Merger Agreement (Oak Woods Acquisition Corp)
Notices of Certain Events. Each party of the Company and Parent shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.other:
(a) 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 of such Person to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of such Person set forth herein or the conditions to the obligations of the other party to consummate the transactions contemplated hereby, including the Merger, or the remedies available to the parties hereunder, and provided, further, that failure to give any such notice shall not be treated as a breach of covenant for the purposes of Section 9.02(a) or Section 9.03(a), as applicable.
(b) of 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(bc) of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;Agreement; and
(cd) of any Actions commenced or or, to its Knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries or Parent and any of its Subsidiaries, as the case may be, that (x) with respect to the Company, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or (y) relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure would cause any of the conditions set forth in ARTICLE IX not to be satisfied.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Palm Inc), Merger Agreement (Hewlett Packard Co)
Notices of Certain Events. Each party During the Interim Period, each of Parent and the Company shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by 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 (or Parent, post-Closing) to any such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserCompany’s or Parent’s assets;
(b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
(c) any Actions commenced or threatened against against, relating to or involving or otherwise affecting either party or any of their shareholders stockholders or their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) any written notice from NYSE America with respect to the listing of the Parent Securities;
(e) the occurrence of any fact or circumstance which constitutes or results, or would reasonably be expected to constitute or result in a Material Adverse Effect; and
(f) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term hereof, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure that would reasonably be expected to cause any of the conditions set forth in ARTICLE IX not to be satisfied.
Appears in 3 contracts
Samples: Merger Agreement (Clearday, Inc.), Merger Agreement (Viveon Health Acquisition Corp.), Merger Agreement (Viveon Health Acquisition Corp.)
Notices of Certain Events. Each party of the Company and Parent shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries or Parent or any of its Subsidiaries that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy of any representation or warranty of such party contained in this Agreement, or Agreement at any time during the term hereof that would reasonably be expected to cause any condition set forth in Article 10 not to be satisfied; and
(e) any failure of such that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy ; provided that the delivery of any notice pursuant to this Section 9.07 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe party receiving that notice.
Appears in 2 contracts
Samples: Merger Agreement (CVS Caremark Corp), Merger Agreement (Longs Drug Stores Corp)
Notices of Certain Events. Each party of the Company and Parent shall promptly notify and provide copies to the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries or Parent and 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 Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy of any such party’s representation or warranty of such party contained in this Agreement, or Agreement at any time during the term hereof that would reasonably be expected to cause any condition set forth in Article 9 not to be satisfied; and
(e) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, in each case which inaccuracy that the delivery of any notice pursuant to this Section 8.06 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe party receiving that notice.
Appears in 2 contracts
Samples: Merger Agreement (Pepsico Inc), Merger Agreement (Pepsi Bottling Group Inc)
Notices of Certain Events. Each party of the Company and Parent shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any written notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against or involving either party the Company or any of their shareholders its Subsidiaries or Parent and any of its Subsidiaries, as the case may be, that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term hereof that could reasonably be expected to cause the condition set forth in Section 9.02(a) or Section 9.03(a), or as applicable, not to be satisfied prior to the End Date; and
(e) any failure of such that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure would hereunder that could reasonably be expected to cause any of the conditions condition set forth in ARTICLE IX Section 9.02(a) or 9.03(a), as applicable, not to be satisfiedsatisfied prior to the End Date; provided that the delivery of any notice pursuant to this Section 8.05 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Merger Agreement (Ralcorp Holdings Inc /Mo), Merger Agreement (Conagra Foods Inc /De/)
Notices of Certain Events. Each party of the Company and Parent shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) any representation or warranty made by it in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate so as to have a Material Adverse Effect;
(b) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement;
(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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserTransactions;
(bd) any notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional Agreements;Transactions; or
(ce) any Actions actions, suits, claims, investigations, orders, decrees, complaints or proceedings commenced or or, to its Knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company, Parent or any of their shareholders respective Subsidiaries that relate to the consummation of the transactions contemplated by this Agreement or Transactions; provided, however, that the Additional Agreements;
(d) any inaccuracy delivery of any representation notice pursuant to this Section 6.11 (i) shall not limit or warranty of otherwise affect the remedies available hereunder to the party receiving such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to notice and (ii) shall not be complied with or satisfied by it hereunder, in each case which inaccuracy or failure would cause any deemed an admission on the part of the conditions set forth in ARTICLE IX not party giving such notice that the occurrence of any such event constitutes or would reasonably be likely to be satisfiedhave a Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Lee Enterprises Inc), Merger Agreement (Pulitzer Inc)
Notices of Certain Events. Each party of the Company and Parent shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries or Parent and 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 Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy of any representation or warranty of such party contained in this Agreement, or Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 9.02(a) and 9.02(d) not to be satisfied; and
(e) any failure of such that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy ; provided that the delivery of any notice pursuant to this Section 8.05 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe party receiving such notice.
Appears in 2 contracts
Samples: Merger Agreement (ChyronHego Corp), Merger Agreement (ChyronHego Corp)
Notices of Certain Events. Each party of the Company and Parent shall promptly notify and provide copies to the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against against, relating to or involving either party or any of their shareholders otherwise affecting this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy of any such party’s representation or warranty of such party contained in this Agreement, or Agreement at any time during the term hereof that would reasonably be expected to cause any condition set forth in Article 9 not to be satisfied; and
(e) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure would cause any of the conditions set forth in ARTICLE IX not to be satisfied.
Appears in 2 contracts
Samples: Merger Agreement (Dover Motorsports Inc), Merger Agreement (Dover Downs Gaming & Entertainment Inc)
Notices of Certain Events. Each party of Purchaser and Seller shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Authority Governmental Body in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) the occurrence, or non-occurrence, of any Actions commenced event the occurrence, or threatened against non-occurrence, of which would be reasonably expected to cause any representation or involving either party warranty made by it and contained herein to be untrue or inaccurate in any of their shareholders that relate to material respect at any time during the consummation of period commencing on the transactions contemplated by this Agreement or date hereof and ending at the Additional AgreementsClosing Date;
(d) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, in each case however, that the delivery of any notice pursuant to this Section 8.4 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice;
(e) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge threatened against such party, or which inaccuracy or failure would cause any relate to the consummation of the conditions set forth in ARTICLE IX not to be satisfiedtransactions contemplated by this Agreement; and
(f) any event, condition or state of facts which could have a Seller Material Adverse Effect or a Purchaser Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Voicestream Wireless Corp), Purchase Agreement (Voicestream Wireless Corp)
Notices of Certain Events. Each party During the Pre-Closing Period, each of the Purchaser and Target shall, and Target shall cause each Target Subsidiary to, promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.after obtaining actual knowledge of:
(a) any notice or other communication 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 by this Agreement Transactions or that the transactions contemplated by this Agreement Transactions 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 Target (or the Purchaser, post-Closing) to any such Person or create any Lien on any Company Target Capital Shares Stock or capital shares stock of the Purchaser or any of Target’s or the Purchaser’s assets;
(b) any notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional Agreements;
(c) any Actions commenced or threatened against against, relating to or involving or otherwise affecting either party or any of their shareholders stockholders or their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement Transactions or the Additional Agreements;
(d) the occurrence of any fact or circumstance which constitutes or results, or would reasonably be expected to constitute or result in a Material Adverse Change; and
(e) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term hereof, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure that would reasonably be expected to cause any of the conditions set forth in ARTICLE Article IX and Article X not to be satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Helbiz, Inc.), Merger Agreement (Helbiz, Inc.)
Notices of Certain Events. Each party of the Company and Parent shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) any notice or other communication from any Person alleging that the consent of such that Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional Agreements;Agreement; and
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its Knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries or Parent and 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 Sections 4.13, 4.14, 4.17, 4.18, 4.19, or 4.21, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;Agreement.
(d) any inaccuracy of any representation or warranty of such party contained in this Agreement, or Agreement at any time during the term hereof that could reasonably be expected to cause the condition set forth in Section 9.02(a) not to be satisfied; and
(e) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure would cause any of the conditions set forth in ARTICLE IX not to be satisfied.
Appears in 2 contracts
Samples: Merger Agreement (V F Corp), Merger Agreement (Vans Inc)
Notices of Certain Events. Each party Prior to the Closing Date, Seller, on the one hand, and Buyer and Parent, on the other hand, shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(ai) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the Purchaserherein;
(bii) any notice or other oral or written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement herein or the Additional Agreementsrelating to Business;
(ciii) any Actions commenced event, condition or threatened against circumstance occurring from the date hereof through the Closing Date that would constitute a violation or involving either party or any of their shareholders that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) any inaccuracy breach of any representation or warranty warranty, whether made as of such party contained in this Agreementthe date hereof or as of the Closing Date, or that would constitute a violation or breach of any covenant of any Party;
(iv) any failure of such party Seller, Buyer or Parent as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder;
(v) any change that has had or is reasonably expected to have a Material Adverse Effect, in each case which inaccuracy or failure would cause could delay or impede the ability of any of Seller or Buyer to perform its obligations pursuant to this Agreement and to consummate the conditions set forth in ARTICLE IX not to be satisfiedtransactions contemplated herein.
Appears in 2 contracts
Samples: Purchase Agreement (Telecommunication Systems Inc /Fa/), Purchase Agreement (Aether Systems Inc)
Notices of Certain Events. Each party hereto shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or parties orally and in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.writing of:
(a) the receipt by such party or any of such party's Subsidiaries of 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) subject to any applicable legal restrictions, the receipt by such party or any of such party's Subsidiaries of any notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) such party's obtaining Knowledge of any Actions actions, suits, claims, investigations or proceedings commenced or threatened against against, relating to or involving either party or otherwise affecting any of Parent, Sub or the Company, as the case may be, or any of their shareholders that respective Subsidiaries which relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;Agreement; and
(d) any inaccuracy such party's obtaining Knowledge of the occurrence, or failure to occur, of any representation or warranty of such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case event which inaccuracy occurrence or failure would to occur will be likely to cause any of the conditions set forth in ARTICLE IX Article VI not to be satisfied; provided, however, that no such notification shall affect the representations, warranties or obligations of the parties or the conditions to the obligations of the parties hereunder, or limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Merger Agreement (Yahoo Inc), Merger Agreement (Hotjobs Com LTD)
Notices of Certain Events. Each party of the Company and Merger Subsidiary shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserTransactions;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsTransactions;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.12 or 4.13 hereof, or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsTransactions;
(d) the occurrence or non-occurrence of any inaccuracy of fact or event which would be reasonably likely:
(i) to cause any representation or warranty of such party contained in this AgreementAgreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time, or
(ii) to cause any covenant, condition or agreement under this Agreement not to be complied with or satisfied; and
(e) any failure of such party the Company or Merger Subsidiary, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, in each case which inaccuracy however, that no such notification shall affect the representations or failure would cause warranties of any of party or the conditions set forth in ARTICLE IX not to be satisfiedthe obligations of any party hereunder.
Appears in 2 contracts
Samples: Recapitalization Agreement (Mascotech Inc), Recapitalization Agreement (Mascotech Inc)
Notices of Certain Events. Each party of the Company and Parent shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries or Parent and 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 Section of Article 4 of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term of this Agreement that could reasonably be expected to cause the conditions set forth in Sections 9.02(a), 9.02(d) or 9.03 not to be satisfied; and
(e) any failure of such that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, in each case which inaccuracy however, that the delivery of any notice pursuant to this Section 8.06 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe party receiving that notice.
Appears in 2 contracts
Samples: Merger Agreement (Ipsco Inc), Merger Agreement (Ns Group Inc)
Notices of Certain Events. Each party of the Company and Parent shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries or Parent and 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 Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term of this Agreement that could reasonably be expected to give rise to a risk of termination set forth in Section 11.1(d)(ii)(B) or cause the condition set forth in paragraph (b)(iii) of Annex I not to be satisfied, or as the case may be; and
(e) any failure of such that party to comply with or satisfy in any covenant, condition material respect any covenant or agreement to be complied with or satisfied by it hereunder; provided, in each case which inaccuracy however, that the delivery of any notice pursuant to this Section 9.7 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe party receiving that notice.
Appears in 2 contracts
Samples: Merger Agreement (Catapult Communications Corp), Merger Agreement (Ixia)
Notices of Certain Events. Each party of the Company and Parent shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders 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 Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy of any representation or warranty of such that party contained in this Agreement, Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 9.02(a) or Section 9.03(a) not to be satisfied; and
(e) any failure of such that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure would hereunder that could reasonably be expected to cause any of the conditions set forth in ARTICLE IX Section 9.02(a) or Section 9.03(a) not to be satisfied not to be satisfied; provided that the delivery of any notice pursuant to this Section 8.07 shall not affect or be deemed to modify any representation or warranty made by any party hereunder or limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Merger Agreement (RiskMetrics Group Inc), Merger Agreement (MSCI Inc.)
Notices of Certain Events. Each party of Parent, the Company and the Equityholder Representative shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.parties of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or Parent or any of their shareholders 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 Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy of any representation or warranty of such party contained in this Agreement, or Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Sections 9.02(a) and 9.02(b) not to be satisfied
(e) any failure of such any party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, in each case which inaccuracy that the delivery of any notice pursuant to this Section 8.06 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe party receiving such notice.
Appears in 2 contracts
Samples: Merger Agreement (Formfactor Inc), Merger Agreement (Formfactor Inc)
Notices of Certain Events. Each party of the Purchaser and the Company shall, and the Company shall cause each Subsidiary of the Company to, promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) any notice or other communication 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 by 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 (or the Purchaser, post-Closing) to any such Person or create any Lien on any Company Capital Shares Stock or capital shares stock of the Purchaser or any of the Company Group’s or the Purchaser’s assets;
(b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
(c) any Actions commenced or threatened against against, relating to or involving or otherwise affecting either party or any of their shareholders stockholders or their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) the occurrence of any fact or circumstance which constitutes or results, or would reasonably be expected to constitute or result in a Material Adverse Change; and
(e) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term hereof, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure that would reasonably be expected to cause any of the conditions set forth in ARTICLE IX Article X not to be satisfied.
Appears in 2 contracts
Samples: Merger Agreement (GreenVision Acquisition Corp.), Merger Agreement (GreenVision Acquisition Corp.)
Notices of Certain Events. Each party of Buyer and TXU shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.Party hereto of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAssets;
(c) any Actions Claim commenced or or, to its Knowledge, threatened against against, relating to, or involving either party or otherwise affecting such Party that, if pending on the date of this Agreement, would have been required to be disclosed pursuant to any provision of their shareholders this Agreement, or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;Agreement; and
(d) any inaccuracy of the following: (i) the discovery by such Party that any representation or warranty of such party either Party contained in this AgreementAgreement is untrue or inaccurate in any material respect, or (ii) the occurrence or failure to occur of any event which occurrence or failure to occur would be likely to cause any of such party the representations or warranties in this Agreement to be untrue or incorrect in any material respect as of the date made, and (iii) any material failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure would cause any of the conditions set forth in ARTICLE IX not to be satisfied.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Energy Transfer Partners Lp), Purchase and Sale Agreement (Txu Corp /Tx/)
Notices of Certain Events. Each party shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) any notice or other communication 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 by 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 or the Purchaser to any such Person or create any Lien on any Company Capital Shares Common Stock or capital shares stock of the PurchaserPurchaser Parties or any of the Company’s or the Purchaser Parties’ assets;
(b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
(c) any Actions commenced or threatened against against, relating to or involving or otherwise affecting either party or any of their shareholders stockholders or their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse Change; and
(e) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term hereof, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure that would reasonably be expected to cause any of the conditions set forth in ARTICLE Article IX not to be satisfied.
Appears in 2 contracts
Samples: Merger Agreement (Vincera Pharma, Inc.), Merger Agreement (LifeSci Acquisition Corp.)
Notices of Certain Events. Each party of Parent and the Company shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries or Parent and 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 Section of Article 3 or Article 5 of this Agreement (as the case may be) or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any material inaccuracy of any representation or warranty of such party contained in this Agreement, or Agreement at any time during the term of this Agreement that could reasonably be expected to cause the conditions to closing set forth in Article 7 and Article 8 hereof not to be satisfied in any material respect; and
(e) any failure of such party a Party to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it such Party hereunder; provided, in each case which inaccuracy however, that the delivery of any notice pursuant to this Section shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe Party receiving that notice.
Appears in 2 contracts
Samples: Merger Agreement (Bankatlantic Bancorp Inc), Merger Agreement (Stifel Financial Corp)
Notices of Certain Events. Each party Subject to applicable Law, each of the Company, on the one hand, and Parent, on the other hand, shall promptly notify the other party of the followingother, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.:
promptly of: (a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the Purchaser;
Agreement; (b) any notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional Agreements;
Agreement; (c) any Actions commenced or threatened against or involving either party or any of their shareholders that relate Legal Action pending or, to the consummation Knowledge of the Company or Parent, threatened which questions or challenges the validity of this Agreement or the ability of any party to consummate the transactions contemplated by this Agreement Agreement; or the Additional Agreements;
(d) any inaccuracy event, change, or effect between the date of this Agreement and the First Effective Time which individually or in the aggregate causes or is reasonably likely to cause or constitute: (i) a material breach of any representation or warranty of such party contained in this Agreementits representations, warranties, or any covenants contained herein, or (ii) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure would cause any of the conditions set forth in ARTICLE IX not Article VI of this Agreement to be satisfied; provided that, any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 5.08 or the failure of any condition set forth in Article VI to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Article VI to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 5.08 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.
Appears in 2 contracts
Samples: Merger Agreement (Panbela Therapeutics, Inc.), Merger Agreement (Panbela Therapeutics, Inc.)
Notices of Certain Events. Each party of the Company and Parent shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries or Parent and 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 Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy breach of any representation or warranty of such party contained in this Agreement, Agreement at any time during the term hereof that could reasonably be expected to cause any of the conditions set forth in Section 9.02(a) or 9.02(d) not to be satisfied; and
(e) any failure of such that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure would that could reasonably be expected to cause any of the conditions set forth in ARTICLE IX Section 9.02(a) or 9.02(d) not to be satisfied; provided that the delivery of any notice pursuant to this Section 8.05 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Merger Agreement (Equinix Inc), Merger Agreement (Switch & Data Facilities Company, Inc.)
Notices of Certain Events. Each party of the Company and Buyer shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any notice or any communication from any customer or supplier indicating that such customer or supplier intends to terminate or restrict its existing relationship as a result of the public announcement or the pendency of the transactions contemplated by this Agreement;
(d) any Actions commenced or or, to its knowledge threatened against against, relating to or involving either or otherwise affecting such party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.13 only or any of their shareholders that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;Agreement; and
(di) the occurrence or nonoccurrence of any inaccuracy event the occurrence or nonoccurrence of which would cause any representation or warranty of such party contained in this AgreementAgreement to be untrue or inaccurate at or prior to the Merger Date, or and (ii) any material failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it its hereunder; provided, in each case which inaccuracy however, that the delivery of any notice pursuant to this Section 7.06(e) shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedeither Buyer or the Company, as applicable.
Appears in 2 contracts
Samples: Merger Agreement (Chrysalis International Corp), Agreement and Plan of Merger (Phoenix International Life Sciences Inc)
Notices of Certain Events. Each party shall Subject to fulfillment by Buyer of its obligations under Section 6.02(a), each Seller shall, promptly following such Seller becoming aware of such fact or circumstance, notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.Buyer of:
(a) any notice or other communication from any Person to such Seller or the Company or any of its Subsidiaries alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice from actions, suits, claims, investigations, proceedings or inquiry, including any Authority in connection with the transactions contemplated by this Agreement tax audit or investigation, commenced or, to its knowledge threatened against, relating to or involving or otherwise affecting such Seller or the Additional Agreements;
(c) any Actions commenced or threatened against or involving either party Company or any of their shareholders its Subsidiaries that, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.14 or that relate to the consummation of the transactions contemplated by this Agreement;
(c) any inaccuracy of any warranty contained in this Agreement or made by such Seller of which such Seller shall have actual knowledge that a reasonable Person would believe could be expected to cause the Additional Agreements;condition set forth in Section 7.01(c) not to be satisfied; and
(d) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party Seller to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder of which such Seller shall have actual knowledge; provided, in each case which inaccuracy however, that the delivery of any notice pursuant to this Section 5.03 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe party receiving that notice.
Appears in 2 contracts
Samples: Purchase Agreement (Wimm Bill Dann Foods Ojsc), Purchase Agreement (Pepsico Inc)
Notices of Certain Events. Each party of the Company and Parent shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) any representation or warranty made by it in this Agreement becoming untrue or inaccurate in any material respect;
(b) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement;
(c) the Company’s obtaining Knowledge of a material breach by Parent or Purchaser, or Parent’s or Purchaser’s obtaining Knowledge of a material breach by the Company, of their respective representations, warranties or covenants hereunder of which the breaching party has not already given notice pursuant to clauses (a) or (b) above;
(d) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserTransactions;
(be) any notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional Agreements;Transactions; or
(cf) any Actions actions, suits, claims, investigations, orders, decrees, complaints or proceedings commenced or or, to its Knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company, Parent or any of their shareholders respective Subsidiaries that relate to the consummation of the transactions contemplated by this Agreement or Transactions; provided, however, that the Additional Agreements;
(d) any inaccuracy delivery of any representation notice pursuant to this Section 6.12 (i) shall not limit or warranty of otherwise affect the remedies available hereunder to the party receiving such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to notice and (ii) shall not be complied with or satisfied by it hereunder, in each case which inaccuracy or failure would cause any deemed an admission on the part of the conditions set forth in ARTICLE IX not party giving such notice that the occurrence of any such event constitutes or would reasonably be likely to be satisfiedhave a Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Crane & Co Inc), Merger Agreement (American Bank Note Holographics Inc)
Notices of Certain Events. Each Prior to the Third Closing Date, each party shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with any of the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with any of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders Subsidiary that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy of any representation or warranty of such party contained in this Agreement, or Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Article 8 not to be satisfied; and
(e) any failure of such party the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, in each case which inaccuracy however, that the delivery of any notice pursuant to this Section 6.07 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe party receiving that notice.
Appears in 1 contract
Notices of Certain Events. Each party of the Company and Parent shall promptly as reasonably practicable notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.other:
(ai) any notice from any Person alleging upon becoming aware that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the Purchaser;
(b) any notice from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
(c) any Actions commenced or threatened against or involving either party or any of their shareholders that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) any inaccuracy of any representation or warranty of such party contained made by it in this AgreementAgreement has become untrue or inaccurate in any material respect, or of any failure of such party Person to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of such Person set forth herein or the conditions to the obligations of the other party to consummate the Merger, or the remedies available to the parties hereto, and provided, further, that failure to give any such notice shall not be treated as a breach of covenant for the purposes of Section 5 of Annex A, Section 8.01(c)(i) or Section 8.01(d)(i), as applicable;
(ii) to the extent the Company has Knowledge of such notice or communication, of any written communication from any Person alleging that the consent of such Person is required in each case which inaccuracy connection with the Transactions contemplated by this Agreement;
(iii) of any written communication from any Governmental Authority related to the Transactions contemplated by this Agreement; and
(iv) of any Actions commenced and served on the Company or, to its Knowledge, threatened in writing against the Company or failure would cause any of its Subsidiaries or Parent and any of its Subsidiaries, as the conditions set forth in ARTICLE IX not case may be, that, if pending on the date of this Agreement, would have been required to be satisfiedhave been disclosed pursuant to any Section of this Agreement.
Appears in 1 contract
Notices of Certain Events. Each party Party hereto shall promptly notify ------------------------- the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.Parties of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserImplementing Agreements;
(b) any notice or other communication from any Authority governmental entity in connection with the transactions contemplated by this Agreement or the Additional Implementing Agreements;
(c) any Actions actions, suits, claims (or to its knowledge, investigations) or proceedings commenced or or, to its knowledge threatened against against, relating to or involving either party or any of their shareholders that relate to otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Implementing Agreements;; and
(d) such Party's obtaining knowledge of the occurrence, or failure to occur, of any inaccuracy of event which occurrence or failure to occur will be likely to cause (i) any representation or warranty of such party contained in this AgreementAgreement (including, without limitation, the representations contained in Sections 3.03(b) and 4.03(b)), or in the Implementing Agreements to be untrue and inaccurate in any material respect, or (ii) any material failure of such party any Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement or the Implementing Agreements; provided, in each case which inaccuracy that no such notification shall affect the -------- representations, warranties or failure would cause any obligations of the Parties or the conditions set forth in ARTICLE IX not to be satisfiedthe obligations of the Parties hereunder or thereunder.
Appears in 1 contract
Samples: Contribution and Joint Venture Agreement (First American Financial Corp)
Notices of Certain Events. Each party Party shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.others of:
(a) its receipt of 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the Purchaser;Transaction Documents;
(b) its receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;Transaction Documents;
(c) its becoming aware of any Actions commenced event, condition or threatened against development that has resulted in (or, in the case of representations and warranties, would result in) the inaccuracy or involving either party breach of any representation or warranty, covenant or agreement contained in this Agreement or any other Transaction Document made or to be made by or to be complied with by such notifying party at any time during the term hereof and that would reasonably be expected to result in any of their shareholders the conditions set forth in Article XIII not to be satisfied; provided, however, that no such notification shall be deemed to cure any such breach of or inaccuracy in such notifying party’s representations and warranties or covenants and agreements or in the Schedules for any purpose under this Agreement and no such notification shall limit or otherwise affect the remedies available to the other parties, including any right to indemnification; or
(d) its receipt of notice of the commencement of any actions, suits, claims, investigations or proceedings commenced that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure would cause any of the conditions set forth in ARTICLE IX not to be satisfiedother Transaction Document.
Appears in 1 contract
Samples: Contribution Agreement
Notices of Certain Events. Each party During the Interim Period, each of Parent and the Company shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by 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 (or Parent, post-Closing) to any such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserCompany’s or Parent’s assets;
(b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Ancillary Agreements;
(c) any Actions commenced or threatened against against, relating to or involving or otherwise affecting either party or any of their shareholders or their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Ancillary Agreements;
(d) any written notice from Nasdaq with respect to the listing of the Parent securities;
(e) the occurrence of any fact or circumstance which constitutes or results, or would reasonably be expected to constitute or result in a Material Adverse Effect; and
(f) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term hereof, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure that would reasonably be expected to cause any of the conditions set forth in ARTICLE Article IX not to be satisfied.
Appears in 1 contract
Notices of Certain Events. Each party of the Company and Saratoga (acting on behalf of the Investors) shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any discussions/negotiations with, or communications received from or provided to, the Lender;
(c) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(cd) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company and its Subsidiary or any Investor and any of their shareholders respective 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 Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(de) any inaccuracy of any representation or warranty of such party contained in this Agreement, or Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Article 10 not to be satisfied; and
(f) any failure of such that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy ; provided that the delivery of any notice pursuant to this Section 9.05 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe party receiving such notice.
Appears in 1 contract
Notices of Certain Events. Each party of the Company and Parent shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its Knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 4.12, 4.13, 4.16, 4.17, 4.18, 4.21 or 5.05, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) it becoming aware of any inaccuracy of any representation or warranty of such party contained in this Agreement, Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 9.02(a) or 9.03 not to be satisfied; and
(e) any failure of such that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied in all material respects by it hereunder; provided, in each case which inaccuracy however, that the delivery of any notice pursuant to this Section 8.06 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe party receiving that notice.
Appears in 1 contract
Samples: Merger Agreement (Printronix Inc)
Notices of Certain Events. Each party The Company and each Seller (who actually receives or is aware of any of the following notices, actions, inaccuracies or failures) shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.Buyer of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge threatened against against, relating to or involving either party or otherwise affecting such Seller or the Company or any of their shareholders its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.12 or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy of any representation or warranty of such party contained in this Agreement, Agreement at any time during the term hereof that would reasonably be expected to cause the condition set forth in Section 9.02(a) or 9.02(b) not to be satisfied; and
(e) any failure of such party Seller or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, in each case which inaccuracy however, that the delivery of any notice pursuant to this Section 6.03 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedBuyer.
Appears in 1 contract
Notices of Certain Events. Each party Party hereto shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.Parties of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserImplementing Agreements;
(b) any notice or other communication from any Authority governmental entity in connection with the transactions contemplated by this Agreement or the Additional Implementing Agreements;
(c) any Actions actions, suits, claims (or to its knowledge, investigations) or proceedings commenced or or, to its knowledge threatened against against, relating to or involving either party or any of their shareholders that relate to otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Implementing Agreements;; and
(d) such Party's obtaining knowledge of the occurrence, or failure to occur, of any inaccuracy of event which occurrence or failure to occur will be likely to cause (i) any representation or warranty of such party contained in this AgreementAgreement (including, without limitation, the representations contained in Sections 3.03(b) and 4.03(b)), or in the Implementing Agreements to be untrue and inaccurate in any material respect, or (ii) any material failure of such party any Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement or the Implementing Agreements; provided, in each case which inaccuracy that no such notification shall affect the representations, warranties or failure would cause any obligations of the Parties or the conditions set forth in ARTICLE IX not to be satisfiedthe obligations of the Parties hereunder or thereunder.
Appears in 1 contract
Samples: Contribution and Joint Venture Agreement (First American Financial Corp)
Notices of Certain Events. Each party Prior to the Closing Date, Seller, on the one hand, and the Buyer Entities, on the other hand, shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(ai) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the Purchaserherein;
(bii) any notice or other oral or written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement herein or the Additional Agreementsrelating to Business;
(ciii) any Actions commenced event, condition or threatened against circumstance occurring from the date hereof through the Closing Date that would constitute a violation or involving either party or any of their shareholders that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) any inaccuracy breach of any representation or warranty warranty, whether made as of such party contained in this Agreementthe date hereof or as of the Closing Date, or that would constitute a violation or breach of any covenant of any Party;
(iv) any failure of such party Seller, Buyer or Parent as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder;
(v) any change that has had or is reasonably expected to have a Material Adverse Effect, in each case which inaccuracy or failure would cause could delay or impede the ability of any of Seller or Buyer to perform its obligations pursuant to this Agreement and to consummate the conditions set forth in ARTICLE IX not to be satisfiedtransactions contemplated herein.
Appears in 1 contract
Notices of Certain Events. Each party of the Company and Parent shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements(other than such communications contemplated in Section 8.01, which shall be governed by such Section);
(c) any Actions commenced or, to its knowledge (or, in the case of the Company or its Subsidiaries, to the Knowledge of the Company), threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries or Parent and 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 Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) Knowledge of any inaccuracy of any representation or warranty of such made by that party contained in this Agreement, or any other fact, event or circumstance, that would reasonably be expected to cause any condition to the Merger to not be satisfied; and
(e) Knowledge of any failure of such that party to comply with or satisfy any covenant, condition or agreement that would reasonably be expected to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure would cause any of condition to the conditions set forth in ARTICLE IX Merger to not to be satisfied; provided that the delivery of any notice pursuant to this Section 8.07 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Merger Agreement (Denbury Inc)
Notices of Certain Events. Each party shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.:
(a) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares capital shares of any Group Companies or capital shares of the Purchaser;
(b) any notice from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
(c) any Actions commenced or threatened against or involving either party or any of their shareholders stockholders that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure would cause any of the conditions set forth in ARTICLE IX Article VII not to be satisfied.
Appears in 1 contract
Samples: Share Exchange Agreement (Legacy Acquisition Corp.)
Notices of Certain Events. Each party of the Company and Parent shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries or Parent and 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 Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term of this Agreement that could reasonably be expected to cause the conditions set forth in Section 9.02(a), Section 9.02(c) or Section 9.03 not to be satisfied; and
(e) any failure of such that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, in each case which inaccuracy however, that the delivery of any notice pursuant to this Section 8.06 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe party receiving that notice.
Appears in 1 contract
Notices of Certain Events. Each party of the Company and Parent shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) any written notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any material notice or other communication from any Governmental Authority or agency in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations, audits or proceedings commenced or or, to its knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries or Parent and 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 Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy of any representation or warranty of such party contained in this Agreement, or Agreement at any time during the term of this Agreement that would reasonably be expected to cause the conditions set forth in Article 9 not to be satisfied; and
(e) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy ; provided that the delivery of any notice pursuant to this Section 8.01 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe party receiving the notice.
Appears in 1 contract
Notices of Certain Events. Each party of the Company and Parent shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its Knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries or Parent and 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 Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy of any representation or warranty of such party contained in this Agreement, or Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 9.02(a) and 9.02(c) not to be satisfied; and
(e) any failure of such that party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy ; provided that the delivery of any notice pursuant to this Section 8.05 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe party receiving such notice.
Appears in 1 contract
Notices of Certain Events. (a) Each party shall will promptly notify the any other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(ai) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the Purchaser;Agreement; and
(bii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;Agreement.
(cb) Each party will promptly notify the other parties of any Actions proceedings commenced or threatened against or involving either such party or any of their shareholders its subsidiaries that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;Agreement.
(dc) any inaccuracy of The Company and Burlington shall give prompt notice to APRO and APRO shall give prompt notice to the Company and Burlington, if (i) any representation or warranty of such party made by it contained in this Agreement, Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any failure of such party representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided however, in each case which inaccuracy that no such notification shall affect the representations, warranties, covenants or failure would cause any agreements of the parties or the conditions set forth in ARTICLE IX not to be satisfiedthe obligations of the parties under this Agreement.
Appears in 1 contract
Samples: Merger Agreement (America First Apartment Investors Inc)
Notices of Certain Events. Each party During the Interim Period, each of the Parties shall promptly notify give prompt notice to the other Parties, if such Party: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Entity) alleging (i) that the consent of such third party is or may be required in connection with the Transactions contemplated by this Agreement or (ii) any material non-compliance with any Law by such Party; (c) receives any notice or other communication from any Governmental Entity in connection with the Transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the followingoccurrence or non-occurrence of any event the occurrence or non-occurrence of which, provided that no would reasonably be expected to cause or result in any of the conditions set forth in ARTICLE 9 not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, , with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the party Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.:
(a) any . Delivery of notice from any Person alleging that the consent of such Person is pursuant to this Section 8.1 shall not limit or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise otherwise affect remedies available to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the Purchaser;
(b) any notice from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
(c) any Actions commenced or threatened against or involving either party or any of their shareholders that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it Party hereunder, in each case which inaccuracy or failure would cause any of the conditions set forth in ARTICLE IX not to be satisfied.
Appears in 1 contract
Samples: Contribution Agreement (BTHC X Inc)
Notices of Certain Events. Each party Party shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.others of:
(a) its receipt of 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserTransaction Documents;
(b) its receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsTransaction Documents;
(c) its becoming aware of any Actions commenced event, condition or threatened against development that has resulted in (or, in the case of representations and warranties, would result in) the inaccuracy or involving either party breach of any representation or warranty, covenant or agreement contained in this Agreement or any other Transaction Document made or to be made by or to be complied with by such notifying party at any time during the term hereof and that would reasonably be expected to result in any of their shareholders the conditions set forth in Article XIII not to be satisfied; provided, however, that no such notification shall be deemed to cure any such breach of or inaccuracy in such notifying party’s representations and warranties or covenants and agreements or in the Schedules for any purpose under this Agreement and no such notification shall limit or otherwise affect the remedies available to the other parties, including any right to indemnification; or
(d) its receipt of notice of the commencement of any actions, suits, claims, investigations or proceedings commenced that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure would cause any of the conditions set forth in ARTICLE IX not to be satisfiedother Transaction Document.
Appears in 1 contract
Samples: Contribution Agreement (Energy Transfer Partners, L.P.)
Notices of Certain Events. Each party of the Company and Merger Sub shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against against, relating to or involving either party or otherwise Table of Contents affecting the Company or any of their shareholders its Subsidiaries or Parent and 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 Articles 4 or 5, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy of any representation or warranty of such party contained in this Agreement, Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 9.02(a) or 9.03(a) not to be satisfied; and
(e) any failure of such that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, in each case which inaccuracy however, that the delivery of any notice pursuant to this Section 8.05 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe party receiving that notice.
Appears in 1 contract
Samples: Merger Agreement (Netiq Corp)
Notices of Certain Events. Each party of the Company and Parent shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries or Parent and 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 Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 9.02(a), 9.02(b), 9.03(a) or 9.03(b) not to be satisfied; and
(e) any failure of such that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy ; provided that the delivery of any notice pursuant to this Section 8.05 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe party receiving such notice.
Appears in 1 contract
Notices of Certain Events. Each party During the Interim Period, each of Parent and the Company shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by 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 (or Parent, post-Closing) to any such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserCompany’s or Parent’s assets;
(b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
(c) any Actions commenced or threatened against against, relating to or involving or otherwise affecting either party or any of their shareholders stockholders or their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) any written notice from NASDAQ Capital Market with respect to the listing of the Parent Securities;
(e) the occurrence of any fact or circumstance which constitutes or results, or would reasonably be expected to constitute or result in a Material Adverse Effect; and
(f) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term hereof, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder of which such party has actual knowledge and, in each case which inaccuracy or failure that would reasonably be expected to cause any of the conditions set forth in ARTICLE IX not to be satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (EdtechX Holdings Acquisition Corp. II)
Notices of Certain Events. Each party shall (a) York and Maxxxxxx xhall promptly notify the each other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(ai) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the Purchaser;Agreement; and
(bii) any notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional Agreements;Agreement.
(ciii) any Actions actions, suits, claims, investigations or proceedings commenced or or, to the knowledge of either party, threatened against against, relating to or involving or otherwise affecting either party or any of their shareholders that Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 2.10 or which relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(div) any inaccuracy of fact or event which would be reasonably likely to demonstrate that any representation or warranty of such any party hereto contained in this Agreement was or is untrue or inaccurate in any material respect as of the date of this Agreement;
(v) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any material covenant, condition or agreement of any party hereto under this Agreement not to be complied with or satisfied in all material respects;
(vi) any failure of such any party hereto to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder in any material respect; provided, in each case which inaccuracy however, that no such notification shall affect the representations or failure would cause warranties of any of party or the conditions set forth in ARTICLE IX not to be satisfiedthe obligations of any party hereunder.
Appears in 1 contract
Notices of Certain Events. Each party of Parent and the Company shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) any notice or other communication 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 by 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 (or Parent, post-Closing) to any such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserCompany’s or Parent’s assets;
(b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
(c) any Actions commenced or threatened against against, relating to or involving or otherwise affecting either party or any of their shareholders stockholders or their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) the occurrence of any fact or circumstance which constitutes or results, or would reasonably be expected to constitute or result in a Material Adverse Change; and
(e) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term hereof, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure that would reasonably be expected to cause any of the conditions set forth in ARTICLE Article IX not to be satisfied.
Appears in 1 contract
Samples: Merger Agreement (Pine Technology Acquisition Corp.)
Notices of Certain Events. Each party shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions event, condition or development that, individually or in the aggregate, has resulted in (or, in the case of representations and warranties, would result in) the inaccuracy or breach of any representation or warranty, covenant or agreement contained in this Agreement made or to be made by or to be complied with by such notifying party at any time during the term hereof and that would reasonably be expected to result in any of the conditions set forth in ARTICLE 8 not to be satisfied; provided, however, that no such notification shall be deemed to cure any such breach of or inaccuracy in such notifying party’s representations and warranties or covenants and agreements for any purpose under this Agreement and no such notification shall limit or otherwise affect the remedies available to the other parties, including any right to indemnification; or
(d) any Proceedings commenced or threatened against or involving either party or any of their shareholders in writing that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) any inaccuracy of any representation other transaction documents or warranty of such party contained in materially impair the notifying party’s ability to perform its obligations under this Agreement, Agreement or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure would cause any of the conditions set forth in ARTICLE IX not to be satisfiedother transaction documents.
Appears in 1 contract
Samples: Liquidity Option Agreement (Enterprise Products Partners L P)
Notices of Certain Events. Each party During the Interim Period, each of SPAC and Sponsor shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.parties of:
(a) 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 by 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 Sponsor (or SPAC, post-Closing) to any such Person or create any Lien on any Company Capital Shares of Sponsor’s or capital shares of the PurchaserSPAC’s assets;
(b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
(c) any Actions commenced or threatened against against, relating to or involving either party or otherwise affecting SPAC, Sponsor or any of their shareholders or their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;; and
(d) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term hereof, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure that would reasonably be expected to cause any of the conditions set forth in ARTICLE Article IX not to be satisfied.
Appears in 1 contract
Samples: Contribution and Business Combination Agreement (Genesis Growth Tech Acquisition Corp.)
Notices of Certain Events. Each party of the Company and Parent shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries or Parent and 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 Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 9.02(a) or Section 9.03(a), or as the case may be, not to be satisfied; and
(e) any failure of such that party to comply in any material respect with or satisfy in all material respects any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy ; provided that the delivery of any notice pursuant to this Section 8.05 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe party receiving such notice.
Appears in 1 contract
Notices of Certain Events. Each party of the Company and Buyer shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any notice or any communication from any customer or supplier indicating that such customer or supplier intends to terminate or restrict its existing relationship as a result of the public announcement or the pendency of the transactions contemplated by this Agreement;
(d) any Actions commenced or or, to its knowledge threatened against against, relating to or involving either or otherwise affecting such party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.13 only or any of their shareholders that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;Agreement; and
(di) the occurrence or nonoccurrence of any inaccuracy event the occurrence or nonoccurrence of which would cause any representation or warranty of such party contained in this AgreementAgreement to be untrue or inaccurate at or prior to the Merger Date, or and (ii) any material failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it its hereunder; provided, in each case which inaccuracy or failure would cause however, that the delivery of any of the conditions set forth in ARTICLE IX not notice pursuant to be satisfied.this Section
Appears in 1 contract
Samples: Merger Agreement (Phoenix International Life Sciences Inc)
Notices of Certain Events. Each party During the Interim Period, each of Parent and the Company shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by 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 (or Parent, post-Closing) to any such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserCompany’s or Parent’s assets;
(b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Ancillary Agreements;
(c) any Actions commenced or threatened against against, relating to or involving or otherwise affecting either party or any of their shareholders or their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Ancillary Agreements;
(d) any written notice from Nasdaq with respect to the listing of the securities of Parent;
(e) the occurrence of any fact or circumstance which constitutes or results, or would reasonably be expected to constitute or result in a Material Adverse Effect; and
(f) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term hereof, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure that would reasonably be expected to cause any of the conditions set forth in ARTICLE IX not to be satisfied.
Appears in 1 contract
Notices of Certain Events. Each party During the Interim Period, each of Parent and the Company shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by 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 (or Parent, post-Closing) to any such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserCompany’s or Parent’s assets;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Ancillary Agreements;
(c) any Actions commenced or threatened against against, relating to or involving or otherwise affecting either party or any of their shareholders stockholders or their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Ancillary Agreements;
(d) any written notice from NASDAQ with respect to the listing of the Parent Securities;
(e) the occurrence of any fact or circumstance which constitutes or results, or would reasonably be expected to constitute or result in a Material Adverse Effect; and
(f) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term hereof, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure that would reasonably be expected to cause any of the conditions set forth in ARTICLE IX not to be satisfied.
Appears in 1 contract
Notices of Certain Events. Each party of the Company and Parent shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries or Parent and 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 Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 9.02(a) or Section 9.03(a), or as the case may be, not to be satisfied; and
(e) any failure of such that party to comply in any material respect with or satisfy in all material respects any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy ; provided that the delivery of any notice pursuant to this Section 8.05 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe party receiving such notice.
Appears in 1 contract
Notices of Certain Events. Each party From the date hereof through the Closing Date, the Sellers, on the one hand, and Buyer, on the other hand, shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.:
and keep it advised as to: (ai) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the Purchaser;
(b) any notice from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
(c) any Actions commenced pending or threatened against claim that challenges or involving either party seeks to restrain or any of their shareholders that relate to enjoin the consummation of any of the transactions contemplated by this Agreement hereby; (ii) the commencement of (or the Additional Agreements;
(dscheduling of) any inaccuracy of audit or examination with respect to the Company by any representation or warranty of such party contained in this Agreement, or any failure of such party Governmental Authority; (iii) it failing to comply with or satisfy in any covenant, condition material respect any covenant or agreement to be complied with or satisfied by it hereunderunder this Agreement; (iv) the occurrence of any event that would or would reasonably be expected to result in, individually or in each case which inaccuracy or failure would cause the aggregate, any of the conditions set forth in ARTICLE IX Sections 5 or 6 not being capable of being fulfilled; (v) any written notice received by such party from a Governmental Authority or third party claiming a consent right with respect to be satisfiedthe transactions contemplated by this Agreement or seeking to restrain or prohibit the transactions contemplated by this Agreement; or (vi) the commencement of any Order against such party or its affiliates that would adversely affect the ability of such party or its affiliates to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Unit Purchase Agreement (Victory Capital Holdings, Inc.)
Notices of Certain Events. Each party (except with respect to Section 5.03(d)(i), which applies to Seller only) shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) any event, condition or development that has resulted in the inaccuracy or breach of any representation or warranty, covenant or agreement contained in this Agreement made by or to be complied with by such party at any time during the term hereof and that would reasonably be expected to cause the conditions set forth in Article 9 not to be satisfied; provided, however, that no such notification shall be deemed to cure any such breach of or inaccuracy in such party’s representations and warranties or covenants and agreements or in the Company Disclosure Schedule for any purpose under this Agreement and no such notification shall limit or otherwise affect the remedies available to the other parties hereunder;
(b) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(bc) any notice or other communication from any Authority governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement Agreement; and
(d) any actions, suits, claims, investigations or proceedings commenced (i) relating to Seller or the Additional Agreements;
(c) any Actions commenced or threatened against or involving either party Company or any of their shareholders its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.12 or (ii) that relate would reasonably be expected to the consummation of have a material adverse affect on Seller’s or Buyer’s ability to consummate the transactions contemplated by this Agreement or the Additional Agreements;
(d) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure would cause any of the conditions set forth in ARTICLE IX not to be satisfied.
Appears in 1 contract
Notices of Certain Events. Each party of Parent and the Company shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) any notice or other communication 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 by 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 (or Parent, post-Closing) to any such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserCompany’s or Parent’s assets;
(b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
(c) any Actions commenced or threatened against against, relating to or involving or otherwise affecting either party or any of their shareholders stockholders or their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) the occurrence of any fact or circumstance which constitutes or results, or would reasonably be expected to constitute or result in a Material Adverse Change; and
(e) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term hereof, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure that would reasonably be expected to cause any of the conditions set forth in ARTICLE IX X not to be satisfied.
Appears in 1 contract
Notices of Certain Events. Each party of the Company, the Investor and the OHA Advisor shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any discussions/negotiations with, or communications received from or provided to, the Lender;
(c) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(cd) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its Knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries or any OHA Party, 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 Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(de) any inaccuracy of any representation or warranty of such party contained in this Agreement, or Agreement at any time during the term hereof that would reasonably be expected to cause the conditions set forth in ARTICLE 9 not to be satisfied; and
(f) any failure of such that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy ; provided that the delivery of any notice pursuant to this Section 8.05 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe party receiving such notice.
Appears in 1 contract
Samples: Stock Purchase Agreement (NGP Capital Resources Co)
Notices of Certain Events. Each party of Parent and the Company shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) any notice or other communication 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 by 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 (or Parent, post-Closing) to any such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserCompany’s or Parent’s assets;
(b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
(c) any Actions commenced or threatened against against, relating to or involving or otherwise affecting either party or any of their shareholders stockholders or their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) the occurrence of any fact or circumstance which constitutes or results, or would reasonably be expected to constitute or result in a Material Adverse Change; and
(e) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement at any time during the term hereof, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure that would reasonably be expected to cause any of the conditions set forth in ARTICLE IX ARTICLE X not to be satisfied.
Appears in 1 contract
Notices of Certain Events. Each party of the Company and Acquiror shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) any material 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 by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the PurchaserAgreement;
(b) any material notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against against, relating to or involving either party or otherwise affecting the Company or any of their shareholders its Subsidiaries or Acquiror and 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 Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) any inaccuracy of any representation or warranty of such party contained in this Agreement, or Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Sections 9.02(a) and 9.02(d) not to be satisfied; and
(e) any failure of such that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy ; provided that the delivery of any notice pursuant to this Section 8.03 shall not limit or failure would cause any of otherwise affect the conditions set forth in ARTICLE IX not remedies available hereunder to be satisfiedthe party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Arrangement (Charles River Laboratories International Inc)
Notices of Certain Events. Each party From the date hereof until the earlier to occur of the termination of this Agreement or the Effective Time, each of Parent and the Company shall promptly notify the other party of the following, provided that no such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.of:
(a) the existence of any fact or circumstance, or the occurrence of any event, of which it has Knowledge which would be reasonably likely to cause a condition to a Party’s obligations to consummate the transactions contemplated hereby set forth in Article VII not to be satisfied as of a reasonably foreseeable Closing Date,
(b) any notice or other communication from any Person alleging that the consent a material Consent of such Person is or may be required in connection with any of the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or create any Lien on any Company Capital Shares or capital shares of the Purchaserhereby;
(bc) any notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional Agreements;hereby regarding any material matter; or
(cd) any Actions Legal Proceeding commenced or or, to its Knowledge, threatened against or involving either party or any of their shareholders that relate relating to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) any inaccuracy other Related Agreement. The delivery of any representation such notice pursuant to this Section 6.9 shall not be deemed to amend or warranty supplement this Agreement and the failure to deliver any such notice shall not constitute a waiver of such party contained in this Agreement, any right or any failure of such party condition to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case which inaccuracy or failure would cause any the consummation of the conditions set forth in ARTICLE IX not to be satisfiedtransactions contemplated hereby by any Party.
Appears in 1 contract
Samples: Merger Agreement (Perini Corp)
