Notices of Certain Events. During the Interim Period, each of Parent and the Company shall promptly notify the other 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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’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, to the Knowledge of Parent or the Company, as applicable, threatened, relating to or involving or otherwise affecting either party or any of their 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 that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and (e) 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, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfied.
Appears in 4 contracts
Samples: Merger Agreement (EF Hutton Acquisition Corp I), Merger Agreement (Nubia Brand International Corp.), Merger Agreement (NaturalShrimp Inc)
Notices of Certain Events. During the Interim Period, each Each of Parent and the Company and Parent shall promptly notify advise the other of:
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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
Transactions; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement Transactions; or the Additional Agreements;
(c) any Actions commenced orchange, to the Knowledge of Parent event or the Company, as applicable, threatened, relating to or involving or otherwise affecting either party or any of their stockholders or their equity, assets, or business or fact that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) the occurrence of any fact or circumstance that constitutes or results, it believes would or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(e) 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, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the ClosingVII becoming incapable of being timely satisfied; provided, however, provided that no such notification shall (i) affect or failure be deemed to provide such notification pursuant to clause (d) affect or clause (e) of this Section 6.4 shall affect the representationsmodify any representation, warrantieswarranty, covenantscovenant or agreement contained herein, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of any Party to consummate the parties under Closing as set forth in Article VII or otherwise prejudice in any way the rights and remedies of any Party hereunder, (ii) be deemed to affect or modify any Party’s reliance on the representations, warranties, covenants and agreements made by the other Party in or pursuant to this AgreementAgreement or (iii) affect or be deemed to amend or supplement the appropriate section of the Company Disclosure Letter or the Parent Disclosure Letter, and as applicable, for purposes of the conditions to closing set forth in Article VII or otherwise or prevent or cure any misrepresentation or breach of representation, warranty, covenant or agreement. Each Party agrees that notwithstanding anything in this Agreement to the contrary, a failure by either Party to comply with clause (dits obligations pursuant to this Section 6.12 shall not constitute a breach or failure to perform the conditions set forth in Sections 7.2(b) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a7.3(b), as the case may be, to fail to be satisfiedapplicable.
Appears in 4 contracts
Samples: Merger Agreement (Enova International, Inc.), Merger Agreement (Enova International, Inc.), Merger Agreement (Enova International, Inc.)
Notices of Certain Events. During the Interim Period, each of Parent and the The Company shall promptly notify the other Buyer 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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsIndependence Agreement;
(c) any Actions actions, suits, claims, investigations or proceedings commenced or, to the its Knowledge of Parent or the Company, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party the Company or any Subsidiary that, if pending on the date of their stockholders or their equitythis Agreement, assets, or business would have been required to have been disclosed pursuant to Section 3.13 or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsIndependence Agreement;
(d) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(e) 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 any of the conditions set forth in Section 10.01 or Section 10.02 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 that would reasonably be expected the delivery of any notice pursuant to cause this Section 5.03 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice; and provided further that any noncompliance with the foregoing provisions of the conditions this Section 5.03 shall not constitute failure of a condition set forth in Section 10.01 or Section 10.02 or give rise to any right of termination under Article IX not to be satisfied by 12 unless the Closing; provided, however, that no underlying change or event shall independently constitute such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure or give rise to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfiedsuch a right.
Appears in 3 contracts
Samples: Investment Agreement (Banco Santander Central Hispano Sa), Investment Agreement (Banco Santander Central Hispano Sa), Investment Agreement (Sovereign Bancorp Inc)
Notices of Certain Events. During Prior to the Interim PeriodClosing Date or the earlier termination of this Agreement in accordance with Section 10.1, each of Parent and the Company and Parent shall promptly notify the other ofif to the Knowledge of the Company or the Knowledge of Parent, as the case may be:
(a) any written notice or other written communication is received from any Person alleging or raising the possibility that the consent of such Person (or another 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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsTransactions;
(b) any written notice or other written communication is received from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsTransactions;
(c) any Actions action, suit, claim, investigation or proceeding is commenced or, to the Knowledge of Parent the Company or the CompanyKnowledge of Parent, as applicablethe case may be, threatenedthreatened against, relating to or involving or otherwise affecting either party the Company or any of their stockholders its Subsidiaries or their equityCompany Vessels or Parent and any of its Subsidiaries or Parent Vessels, assetsas applicable, or business or that relate that, if pending on the date of this Agreement, would have been required to the consummation have been disclosed pursuant to any Section of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(e) 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 any of the conditions set forth in Article IX not to be satisfied;
(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, hereunder occurs that would or would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closingsatisfied; providedand
(f) any event occurs that has had a Company Material Adverse Effect or Parent Material Adverse Effect, however, that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of as applicable. Notwithstanding anything in this Section 6.4 8.6 to the contrary, the failure by a Party to comply with this Section 8.6 shall affect not constitute a breach of or non-compliance with any covenant or agreement by such Party for determining the representations, warranties, covenants, agreements or obligations satisfaction of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated Parties set forth in Section 9.2(a9.2(d) or Section 9.3(a9.3(d), as the case may be, to fail to be satisfied.
Appears in 3 contracts
Samples: Merger Agreement (Gener8 Maritime, Inc.), Agreement and Plan of Merger (Euronav NV), Agreement and Plan of Merger (Euronav NV)
Notices of Certain Events. During the Interim Period, each Each of Parent and the Company and Parent shall promptly notify and provide copies to the other of:
of (a) any material written notice from any Person alleging or raising the possibility that the approval or consent of such Person is or may be required in connection with the Offer, the Merger or the other 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 PartiesAgreement, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
(b) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Offer, the Merger or the other transactions contemplated by this Agreement or the Additional Agreements;
Agreement, (c) any Actions Proceeding or investigation, commenced or, to its Knowledge, threatened against, the Knowledge of Parent or the Company, as applicable, threatened, relating to or involving or otherwise affecting either party Company or any of their stockholders its Subsidiaries or their equityParent or any of its Subsidiaries, assetsas the case may be, that would be reasonably likely to (i) prevent or business or that relate to materially delay the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement hereby or (ii) result in the failure of any condition to the Offer set forth in Annex A or the Additional Agreements;
Merger set forth in Section 9.1 to be satisfied, or (d) the occurrence of any fact or circumstance that constitutes or results, event which would or would be reasonably be expected likely to constitute (i) prevent or materially delay the consummation of the Offer, the Merger or the other transactions contemplated hereby or (ii) result in, a Material Adverse Effect; and
(e) any inaccuracy in the failure of any representation or warranty of such party contained in this Agreement, 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, that would reasonably be expected to cause any of the conditions Offer set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) Annex A or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated Merger set forth in Section 9.2(a) or Section 9.3(a), as the case may be, to fail 9.1 to be satisfied; provided that the delivery of any notice pursuant to this Section 8.4 shall not (x) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Meredith Corp), Merger Agreement (Time Inc.)
Notices of Certain Events. During the Interim Period, each of Parent and the Company shall promptly notify the other party 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 Parties, post-Closing) to any such Person or create any Lien on any of the Company GroupCompany’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, to the Knowledge of Parent or the Company, as applicable, threatened, threatened relating to or involving or otherwise affecting either party or any of their stockholders or their equity, assets, 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 that which constitutes or results, or would reasonably be expected to constitute or result in, in a Material Adverse Effect; 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, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closingsatisfied; provided, however, that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfied.
Appears in 3 contracts
Samples: Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.)
Notices of Certain Events. During the Interim Period, each Each of Parent and the Company and Parent shall promptly notify advise the other of:
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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
Transactions; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
Transactions; (c) any Actions Proceedings commenced or, to the Knowledge of Parent or the Companyits Knowledge, as applicable, threatenedthreatened in writing against, relating to or involving or otherwise affecting either party the Company or any Company Subsidiary or Parent and any of their stockholders or their equityits Subsidiaries, assetsas the case may be, or business 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 Agreements;
Transactions; (d) the occurrence of any change, event or fact or circumstance that constitutes or results, has had or would be reasonably be expected likely to constitute have, individually or result inin the aggregate, a Company Material Adverse Effect, in the case of the Company, or a Parent Material Adverse Effect, in the case of Parent; and
or (e) any inaccuracy change, event or fact that it believes would or would be reasonably likely to cause or constitute a material breach of any representation of its representations, warranties or warranty of such party covenants 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, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, covenants or agreements or obligations of the parties Parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, and further, that a failure to comply with clause (d) or clause (e) of this Section 6.4 8.7 shall not, not constitute the failure of itself, cause any condition set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition stated set forth in Section 9.2(a) or Section 9.3(a), as the case may be, to fail Article 9 to be satisfied.
Appears in 3 contracts
Samples: Merger Agreement (WillScot Mobile Mini Holdings Corp.), Merger Agreement (WillScot Mobile Mini Holdings Corp.), Merger Agreement (McGrath Rentcorp)
Notices of Certain Events. During the Interim Period, each of Parent and the Company shall promptly notify the other Company in writing of:
(a) any Parent Material Adverse Effect;
(b) any change which makes it likely that any representation and warranty set forth in this Agreement regarding the Parent or Merger Subsidiary is not or will not be true at the Closing;
(c) the occurrence or non occurrence of any event the occurrence or non occurrence of which would be likely to cause any condition to the obligations of the Company to effect the transactions contemplated by this Agreement not to be satisfied;
(d) the material failure of Parent or Merger Subsidiary to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of the Company to effect the transactions contemplated by this Agreement not to be satisfied;
(e) 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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsAgreement;
(bf) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;Agreement; and
(cg) any Actions actions, suits, claims, investigations or proceedings commenced or, to the Knowledge of Parent or the CompanyParent's knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party Parent or any of their stockholders or their equity, assets, or business or Merger Subsidiary that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(e) 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, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification or failure to provide such notification the delivery of any notice pursuant to clause (d) or clause (e) of this Section 6.4 7.01 shall not cure any breach of any representation or warranty or otherwise limit or affect the representations, warranties, covenants, agreements or obligations of the parties (or rights and remedies with respect thereto) or the conditions available to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfiedCompany.
Appears in 3 contracts
Samples: Merger Agreement (Sylvan Inc), Merger Agreement (Sylvan Inc), Merger Agreement (Sylvan Inc)
Notices of Certain Events. During the Interim Period, each of Parent and the The Company shall promptly notify the other Parent in writing of:
(a) any Material Adverse Effect;
(b) any change which makes it likely that any representation and warranty set forth in this Agreement regarding the Company or any of its Subsidiaries is not or will not be true at the Closing;
(c) the occurrence or non occurrence of any event the occurrence or non occurrence of which would be likely to cause any condition to the obligations of Parent to effect the transactions contemplated by this Agreement not to be satisfied;
(d) the material failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of Parent to effect the transactions contemplated by this Agreement not to be satisfied;
(e) 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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsAgreement;
(bf) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;Agreement; and
(cg) any Actions actions, suits, claims, investigations or proceedings commenced or, to the Knowledge of Parent or the Company's Knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party the Company or any of their stockholders 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 Section 4.12, 4.13, 4.16, 4.17, 4.18 or their equity4.19, assetsas the case may be, 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 that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(e) 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, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification or failure to provide such notification the delivery of any notice pursuant to clause (d) or clause (e) of this Section 6.4 6.06 shall not cure any breach of any representation or warranty or otherwise limit or affect the representations, warranties, covenants, agreements or obligations of the parties (or rights and remedies with respect thereto) or the conditions available to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfiedParent.
Appears in 3 contracts
Samples: Merger Agreement (Sylvan Inc), Merger Agreement (Sylvan Inc), Merger Agreement (Sylvan Inc)
Notices of Certain Events. During the Interim Period, each Each of Parent and the Company and Parent shall promptly notify the other 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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsAgreement;
(b) any notice or other communication from any Governmental Authority in connection with the Merger or any of the other transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(c) any Actions change, fact or condition that is reasonably expected to result in a Company Material Adverse Effect or of any failure of any condition to Parent’s obligations to effect the Merger;
(d) any significant events relating to (i) food borne illnesses alleged to have resulted from dining at the restaurants of or (ii) significant recalls implicating, in each case, the Company and its Subsidiaries; and
(e) any actions, suits, claims, investigations or proceedings commenced or, to the Knowledge of Parent or the Companyits knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party the Company or any of their stockholders its Subsidiaries or their equityParent and any of its Subsidiaries, assetsas the case may be, or business 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 Agreements;
(d) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(e) 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, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification or the failure to provide such notification pursuant to clause (d) or clause (e) shall in and of this Section 6.4 shall itself affect any of the representations, warranties, covenants, agreements rights or obligations of the parties (or remedies with respect thereto) remedies, or the conditions to the obligations of of, the parties under this Agreementhereunder or result, in and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause in the failure of a condition stated set forth in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfiedArticle 9.
Appears in 2 contracts
Samples: Merger Agreement (Fogo De Chao, Inc.), Merger Agreement (Fogo De Chao, Inc.)
Notices of Certain Events. During the Interim Period, each Each of Parent and the Company and Parent shall promptly notify advise the other of:
of (ai) any notice or other material 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 Transactions; (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
(bii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
Transactions; (ciii) any Actions Proceedings commenced or, to the Knowledge of Parent or the Companyits knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party the Company or any of their stockholders its Subsidiaries or their equityParent and any of its Subsidiaries, assetsas the case may be, or business 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 Transactions; (iv) any change, event or the Additional Agreements;
(d) the occurrence of any fact or circumstance that constitutes or results, has had or would be reasonably be expected likely to constitute have, individually or result inin the aggregate, a Company Material Adverse Effect, in the case of the Company, or a Parent Material Adverse Effect, in the case of Parent; and
or (ev) any inaccuracy change, event or fact that it believes would or would be reasonably likely to cause or constitute a material breach of any representation of its representations, warranties or warranty of such party covenants 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, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, provided that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, covenants or agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, and further, that a failure to comply with clause (d) this Section 8.05 shall not constitute the failure of any condition set forth in Article 9 to be satisfied unless the underlying change or clause (e) event would independently result in the failure of this Section 6.4 shall not, of itself, cause the a condition stated set forth in Section 9.2(a) or Section 9.3(a), as the case may be, to fail Article 9 to be satisfied.
Appears in 2 contracts
Samples: Merger Agreement (Schwab Charles Corp), Merger Agreement (Td Ameritrade Holding Corp)
Notices of Certain Events. During the Interim Period, each of Parent and the Company Each party shall promptly notify the other parties 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 X0X, X0XXxx, HKSub, OPH or Fintech (or Parent Partiesthe Acquiror, post-Closing) to any such Person or create any Lien on any capital stock of the Company GroupAcquiror or any of B2B’s, B2BSub’s, HKSub’s, OPH’s, Fintech’s or Parentthe Acquiror’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, to the Knowledge of Parent or the Company, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party or any of their stockholders shareholders or their equity, assets, 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 that which constitutes or results, or would might reasonably be expected to constitute or result inresult, in a Group Parties Material Adverse Effect or a Acquiror Material Adverse Effect; and
(e) any inaccuracy the occurrence of any representation fact or warranty of such party contained in this Agreementcircumstance which results, 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, that would might reasonably be expected to cause result, in any of representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact, in each case that would result in the conditions failure to satisfy the condition to the other party’s obligation to close as set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification Sections 9.2 or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a)9.3, as the case may be, to fail to be satisfiedapplicable.
Appears in 2 contracts
Samples: Business Combination Agreement (AGBA Group Holding Ltd.), Business Combination Agreement (AGBA Acquisition LTD)
Notices of Certain Events. During the Interim Period, each of Parent and the Company shall promptly notify the other of:
(a) Each of the Company and Parent shall promptly advise the other of (i) any notice or other material 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 Agreement; (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
(bii) any notice or other communication from any Governmental Authority 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, to the Knowledge of Parent or the Companyits knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party the Company or any of their stockholders its Subsidiaries or their equityParent and any of its Subsidiaries, assetsas the case may be, or business 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 Agreement; (iv) any change or the Additional Agreements;
(d) the occurrence of any fact or circumstance event that constitutes or results, has had or would be reasonably be expected likely to constitute have, individually or result inin the aggregate, a Company Material Adverse Effect, in the case of the Company, or a Parent Material Adverse Effect, in the case of Parent; and
or (ev) any inaccuracy change or event that it believes would or would be reasonably likely to cause or constitute a material breach of any representation of its representations, warranties or warranty of such party covenants contained in this Agreement, ; and (b) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) after the imposition or occurrence of any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the ClosingCMS Sanction; provided, however, provided that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, covenants or agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, and further, that a failure to comply with clause (d) or clause (e) of this Section 6.4 8.06 shall not, not constitute the failure of itself, cause any condition set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition stated set forth in Section 9.2(a) or Section 9.3(a), as the case may be, to fail Article 9 to be satisfied.
Appears in 2 contracts
Samples: Merger Agreement (Humana Inc), Merger Agreement (Aetna Inc /Pa/)
Notices of Certain Events. During the Interim Period, each of Parent and the Company Each party shall promptly notify the other others of:
(a) any material notice or other material 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 Agreement, which consent would be material to Hurricane and its Subsidiaries taken as a whole after giving effect to 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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsMerger;
(b) any material notice or other material 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, to the Knowledge of Parent or the Companyits knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party Cyclone or any of their stockholders its Subsidiaries or their equityHurricane and any of its Subsidiaries, assetsas the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any of such party’s representations or business warranties, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(d) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(e) 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 9 not to be satisfied; and
(e) any failure of such that party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder, hereunder that would reasonably be expected to cause any of the conditions condition set forth in Article IX 9 not to be satisfied by satisfied; provided that the Closing; provided, however, that no such notification or failure to provide such notification delivery of any notice pursuant to clause (d) or clause (e) of this Section 6.4 8.11 shall not limit or otherwise affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions available hereunder to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfiedparty receiving that notice.
Appears in 2 contracts
Samples: Merger Agreement (Cytyc Corp), Merger Agreement (Hologic Inc)
Notices of Certain Events. During the Interim Period, each of The Company shall notify Parent and the Company Merger Sub, and Parent and Merger Sub shall promptly notify the other of:
Company, promptly of (ai) 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 Offer, the Merger, the Top-Up Option or any of the other 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 Agreement, (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
(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 Legal Actions commenced orcommenced, or to such party’s knowledge, threatened, against the Knowledge Company or any of its Subsidiaries or Parent or the Companyits Subsidiaries, as applicable, threatenedthat are related to the Offer, relating to or involving or otherwise affecting either party the Merger, the Top-Up Option or any of their stockholders or their equity, assets, or business or that relate to the consummation of the other transactions contemplated by this Agreement or the Additional Agreements;
Agreement, and (div) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(e) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement becoming untrue or inaccurate in any material respect, or any the material failure of such any party to comply with or satisfy any covenant, condition or agreement in this Agreement, in each case such that the conditions set forth in Section 7.01 or any of the Offer Conditions would not be satisfied or would give rise to be complied with a right a termination set forth in Section 8.03 or satisfied by it hereunderSection 8.04, that as the case may be. In addition, the Company shall notify Parent and Merger Sub promptly of any change or event having, or which would reasonably be expected to cause have, a Company Material Adverse Effect or which would reasonably be likely to result in the failure of any of the conditions set forth in Article IX not Offer Conditions to be satisfied satisfied. In no event shall the delivery of any notice by the Closing; provided, however, that no such notification or failure to provide such notification a party pursuant to clause (d) or clause (e) of this Section 6.4 shall 6.06 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants, covenants or agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfied.
Appears in 2 contracts
Samples: Merger Agreement (MGC Parent LLC), Merger Agreement (MGC DIAGNOSTICS Corp)
Notices of Certain Events. During Prior to the Interim PeriodClosing, each of Parent and the Company shall promptly notify the other Parent of:
(a) any written notice or other written 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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsAgreement;
(b) any written notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;Agreement; and
(c) (i) any Actions event, change, or occurrence that (A) causes, or would reasonably be expected to cause, any representation or warranty of the Company set forth in this Agreement to be untrue or inaccurate in any material respect or (B) causes, or would reasonably be expected to cause, the Company to fail to perform or comply with in any material respect any covenant or agreement of the Company set forth in this Agreement, in each case of clause (A) and (B), which the Company believes would or would be reasonably expected to cause a condition to Closing set forth in Section 9.02 to not be satisfied and (ii) any actions, suits, claims, investigations or proceedings commenced or, to the Company’s Knowledge of Parent or threatened against the Company, as applicable, threatened, relating to or involving or otherwise affecting either party Company or any Subsidiary that, if pending on the date of their stockholders or their equitythis Agreement, assets, or business would have been required to have been disclosed in Section 3.11 of the Company Disclosure Schedules or that relate relates to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(d) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(e) 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, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification (i) the delivery of any notice pursuant to this Section 5.03 or otherwise shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Company or the remedies available hereunder to the party receiving that notice and (ii) any failure of the Company to provide such notification pursuant to clause (d) or clause (e) of prompt notice under this Section 6.4 5.03 shall affect the representations, warranties, covenants, agreements or obligations not be deemed to be a breach of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties a covenant under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfied5.03.
Appears in 2 contracts
Samples: Merger Agreement (Actua Corp), Merger Agreement (Envestnet, Inc.)
Notices of Certain Events. During the Interim Period, each Each of Parent and the Company and Parent shall promptly notify advise the other of:
of (ai) any notice or other material 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 Transactions; (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
(bii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
Transactions; (ciii) any Actions Proceedings commenced or, to the Knowledge of Parent or the Companyits knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party the Company or any of their stockholders its Subsidiaries or their equityParent and any of its Subsidiaries, assetsas the case may be, or business 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 Transactions; (iv) any change, event or the Additional Agreements;
(d) the occurrence of any fact or circumstance that constitutes or results, has had or would be reasonably be expected likely to constitute have, individually or result inin the aggregate, a Company Material Adverse Effect, in the case of the Company, or a Parent Material Adverse Effect, in the case of Parent; and
or (ev) any inaccuracy change, event or fact that it believes would or would be reasonably likely to cause or constitute a material breach of any representation of its representations, warranties or warranty of such party covenants 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, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, provided that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, covenants or agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, and further, that a failure to comply with clause (d) or clause (e) of this Section 6.4 8.05 shall not, not constitute the failure of itself, cause any condition set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition stated set forth in Section 9.2(a) or Section 9.3(a), as the case may be, to fail Article 9 to be satisfied.
Appears in 1 contract
Notices of Certain Events. During the Interim Period, each of Parent and the Company shall promptly notify the other party 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 PartiesParent, post-Closing) to any such Person or create any Lien on any of the Company GroupCompany’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, to the Knowledge of Parent or the Company, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party or any of their stockholders shareholders or their equity, assets, 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 that constitutes or resultswhich has had, or would reasonably be expected to constitute or result in, have a Material Adverse EffectEffect on Parent or the Company, as applicable, provided, however, that no failure to provide such notification shall be deemed to be a breach of this Agreement for purposes of Section 9.2(a) or Section 9.3(a); and
(ef) 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, that would reasonably be expected to cause any of the conditions set forth in Article IX Sections 9.2(a), 9.2(b) or 9.2(c), in the case of the Company, or Section 9.3(a), 9.3(b) or 9.3(c), in the case of Parent, not to be satisfied by the Closing; satisfied, provided, however, that no such notification or failure to provide such notification pursuant shall be deemed to clause (d) or clause (e) be a breach of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations Agreement for purposes of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfied.
Appears in 1 contract
Notices of Certain Events. During The Seller shall notify Buyer in writing, and Buyer shall notify Seller in writing, promptly after such party gains Knowledge of any of the Interim Period, each of Parent and the Company shall promptly notify the other offollowing:
(a) any fact or condition that causes or constitutes a misrepresentation or a breach of any of the respective party’s representations and warranties made as of the date of this Agreement;
(b) any changes or events that, individually or in the aggregate, have had a Material Adverse Effect or otherwise result in any representation or warranty of the respective party under this Agreement being inaccurate as of the date of such changes or events;
(c) 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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsAgreement;
(bd) any notice or other communication from any Authority court, arbitrator or other Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(ce) any Actions actions, suits, claims, investigations or proceedings commenced or, to the Knowledge best of Parent or the CompanySeller’s Knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party Seller, the Assets or any the Business that, if pending on the date of their stockholders or their equitythis Agreement, assetswould have been required to have been disclosed pursuant to Section 5.16, or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(df) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting Seller in any material respect;
(g) any breach of or failure to perform any covenant of the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effectrespective party under this Agreement; and
(eh) any inaccuracy of any representation fact 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, that would reasonably be expected to cause any may make the satisfaction of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, that no such impossible or unlikely. Any notification or failure to provide such notification given pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements not in any way limit Buyer’s or obligations Seller’s exercise of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties its rights under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfied.
Appears in 1 contract
Notices of Certain Events. During the Interim Period, each Each of Parent and the Company and Parent shall promptly notify the other of:
(a) any notice or other communication from any Person (including any Governmental Authority) 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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsAgreement;
(b) any notice actions, suits, proceedings, or other communication from any Authority in connection with the transactions contemplated by this Agreement material claims or the Additional Agreements;
(c) any Actions investigations commenced or, to the Knowledge of Parent or the Companyits knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party the Company or any of their stockholders its Subsidiaries or their equityParent and any of its Subsidiaries, assetsas the case may be, (i) 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 business or (ii) that relate to this Agreement or the consummation of the transactions contemplated by this Agreement or the Additional Agreementshereby;
(dc) the occurrence any breach or inaccuracy of any fact of its representations or circumstance warranties contained in this Agreement at any time during the term hereof that constitutes would cause the conditions set forth in Section 9.02(a)(ii) or resultsSection 9.03(ii), as applicable, to not be satisfied; provided that no such notification shall affect or would reasonably be expected deemed to constitute or result in, a Material Adverse Effect; and
(e) any inaccuracy of modify any representation or warranty of such party contained in this Agreement, or set forth herein;
(d) 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, hereunder that would reasonably cause the conditions set forth in Section 9.02(a)(i) or 9.03(i), as applicable, to not be expected to cause satisfied; and
(e) any event, condition, fact or circumstance that has a materially adverse impact on the likelihood that all of the conditions set forth in Article IX not to 9 will be satisfied by prior to the ClosingEnd Date; provided, however, provided that no such notification or failure to provide such notification the delivery of any notice pursuant to clause (d) or clause (e) of this Section 6.4 8.05 shall not limit or otherwise affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions available hereunder to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfiedparty receiving such notice.
Appears in 1 contract
Notices of Certain Events. During the Interim Period, each of Parent and the Company shall promptly notify the other of:
(a) The Company will notify Purchaser promptly of (i) any notice communication from any Person alleging or raising the possibility that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries 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 their Representatives), (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
(bii) any notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or (and the Additional Agreements;
(c) any Actions commenced or, to the Knowledge of Parent or response thereto from the Company, as applicable, threatened, relating to its Subsidiaries or involving their Representatives) and (iii) any Legal Actions threatened or commenced against or otherwise affecting either party the Company or any of their stockholders or their equity, assets, or business or its Subsidiaries that relate are related to the consummation of the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries or the Additional Agreements;
their Representatives), and (d) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(eiv) any inaccuracy event, change, occurrence, circumstance or development between the date of any representation this Agreement and the Effective Time which causes 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, that would is reasonably be expected likely to cause any of the conditions set forth in Article IX Section 6.1 or Section 6.2 of this Agreement not to be satisfied by satisfied. With respect to any of the Closing; providedforegoing, howeverthe Company will consult with Purchaser and its Representatives so as to permit the Company and Purchaser and their respective Representatives to cooperate to take appropriate measures to avoid or mitigate any adverse consequences that may result from any of the foregoing. Notwithstanding the foregoing, that no such notification or failure to provide such notification the delivery of any notice pursuant to clause this Section 5.4(a) shall not limit or otherwise affect the remedies available hereunder to Parent or Purchaser or the representations or warranties of the Company, or the conditions to the obligations of Parent and Purchaser hereto.
(db) Parent and Purchaser will notify the Company promptly of (i) any communication from any Person alleging that the consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from Purchaser or its Representatives), (ii) any communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from Parent, Purchaser or their Representatives), (iii) any Legal Actions threatened or commenced against or otherwise affecting Parent or Purchaser that are related to the transactions contemplated by this Agreement (and the response thereto from Parent, Purchaser or their Representatives) or clause (eiv) any event, change, occurrence, circumstance or development between the date of this Agreement and the Effective Time which causes or is reasonably likely to cause the conditions set forth in Section 6.4 6.1 or Section 6.3 of this Agreement not to be satisfied. Notwithstanding the foregoing, the delivery of any notice pursuant to this Section 5.4(b) shall not limit or otherwise affect the representationsremedies available hereunder to the Company or the representations or warranties of Parent and Purchaser, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfiedCompany hereto.
Appears in 1 contract
Samples: Merger Agreement (Hireright Inc)
Notices of Certain Events. During Each of the Interim PeriodCompany, each of on the one hand, and Parent and NICE, on the Company other hand, shall promptly notify the other 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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsAgreement;
(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, to the Knowledge of Parent or the Companyits knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party the Company or any of their stockholders its Subsidiaries or their equityParent or any of its Subsidiaries, assetsas the case may be, or business 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) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(e) any inaccuracy of any representation or warranty of such party contained in this Agreement, or Agreement that would reasonably be expected to cause any condition set forth in Article 9 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, hereunder that would reasonably be expected to cause any of the conditions condition set forth in Article IX 9 not to be satisfied by the Closingsatisfied; provided, howeverthat the delivery of any notice, that no such notification or failure to provide such notification notice, pursuant to clause (d) or clause (e) of this Section 6.4 8.04 shall not affect any of the representations, warranties, covenants, agreements rights or obligations of the parties (or remedies with respect thereto) remedies, or the conditions to the obligations of of, the parties under this Agreement, and hereunder or result in the failure of a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated set forth in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfiedArticle 9.
Appears in 1 contract
Notices of Certain Events. During the Interim Pre-Closing Period, each of Parent and the Company shall promptly and Parent, as the case may be, will notify the other of:
parties in writing promptly after learning of (ai) any notice or other communication from any Person alleging or raising the possibility that the consent 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 Merger, (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
(bii) any notice or other communication from any Authority Governmental Body in connection with the transactions contemplated by this Agreement or the Additional Agreements;
Merger; (ciii) any Actions material Legal Proceeding threatened or commenced oraffecting the Company or Parent, to the Knowledge assets or liabilities or employees of Parent the Company or the Company, as applicable, threatened, relating to or involving or otherwise affecting either party or any of their stockholders or their equity, assetsParent, or business or that relate to the consummation of the transactions contemplated by this Agreement Contemplated Transactions, including the Merger; and (iv) any change, occurrence or event that, individually or in the Additional Agreements;
(d) the occurrence of any fact aggregate, would have or circumstance that constitutes or results, or would reasonably be expected to constitute have a Company Material Adverse Effect or result in, a Parent Material Adverse Effect; and
(e) , or that is reasonably likely to cause any inaccuracy of the conditions to closing set forth in ARTICLE 6, ARTICLE 7 or ARTICLE 8 not to be satisfied. Each of the Company and Parent shall give prompt notice to the other parties of any representation or warranty of such party made by it contained in this AgreementAgreement becoming untrue or inaccurate in any material respect, or any failure of such party by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification or failure to provide such notification under this Agreement. No notice pursuant to clause (d) or clause (e) of this Section 6.4 shall 5.6 will affect the representations, any representations or warranties, covenants, obligations, agreements or obligations of the parties (conditions set forth herein or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfiedotherwise affect any available remedies.
Appears in 1 contract
Notices of Certain Events. During the Interim Period, each of The Company shall notify Parent and the Company Merger Sub, and Parent and Merger Sub shall promptly notify the other of:
Company, promptly of (ai) any material 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 Agreement, (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
(bii) any material 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 Legal Actions commenced orcommenced, or to such party’s knowledge, threatened, against the Knowledge Company or any of its Subsidiaries or Parent or the Companyits Subsidiaries, as applicable, threatened, relating that are related to or involving or otherwise affecting either party or any of their stockholders or their equity, assets, or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
Agreement, and (d) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(eiv) any inaccuracy event, change or effect between the date of any representation this Agreement and the Effective Time which causes 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, that would is reasonably be expected likely to cause any the failure of the conditions set forth in Article IX not to be satisfied by the Closing; providedSection 6.02(a), howeverSection 6.02(b), that no such notification or failure to provide such notification pursuant to clause (d) or clause (eSection 6.02(c) of this Agreement (in the case of the Company and its Subsidiaries) or Section 6.4 6.03(a), Section 6.03(b) or Section 6.03(c) of this Agreement (in the case of Parent and Merger Sub), to be satisfied. In no event shall the delivery of any notice by a party pursuant to this Section 5.06 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants, covenants or agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. Notwithstanding anything in this Agreement to the contrary, and no representation or warranty of the Company contained in this Agreement shall be deemed to have been breached or to be inaccurate if Parent or Merger Sub had knowledge of such breach or inaccuracy prior to the Closing. This Section 5.06 shall not constitute a failure to comply with clause (d) covenant or clause (e) agreement for purposes of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a6.02(b) or Section 9.3(a6.03(b), as the case may be, to fail to be satisfied.
Appears in 1 contract
Notices of Certain Events. During the Interim Period, each Each of Parent and the Company and Parent shall promptly notify advise the other of:
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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
Transactions; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
Transactions; (c) any Actions Proceedings commenced or, to the Knowledge of Parent or the Companyits knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party the Company or any of their stockholders its Subsidiaries or their equityParent and any of its Subsidiaries, assetsas the case may be, or business 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 Agreements;
Transactions; (d) the occurrence of any change, event or fact or circumstance that constitutes or results, has had or would be reasonably be expected likely to constitute have, individually or result inin the aggregate, a Company Material Adverse Effect, in the case of the Company, or a Parent Material Adverse Effect, in the case of Parent; and
or (e) any inaccuracy change, event or fact that it believes would or would be reasonably likely to cause or constitute a material breach of any representation of its representations, warranties or warranty of such party covenants 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, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, provided that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, covenants or agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, and further, that a failure to comply with clause (d) this Section 8.7 shall not constitute the failure of any condition set forth in Article 9 to be satisfied unless the underlying change or clause (e) event would independently result in the failure of this Section 6.4 shall not, of itself, cause the a condition stated set forth in Section 9.2(a) or Section 9.3(a), as the case may be, to fail Article 9 to be satisfied.
Appears in 1 contract
Samples: Merger Agreement (WillScot Corp)
Notices of Certain Events. During the Interim Period, each of Parent and the Company shall promptly upon having Knowledge of any of the matters described in the subsections below notify the other Parent 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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsTransactions;
(b) any notice complaints, subpoenas, written requests, investigations, audits, reviews, or other communication from hearings of any Governmental Authority in connection with for which the transactions contemplated by this Agreement or Company has received written or, to the Additional AgreementsCompany’s Knowledge, oral notice;
(c) any Actions Proceeding commenced or, to the Knowledge of Parent or the Companyits Knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party or any Acquired Company, that, would reasonably be expected to be materially adverse to the business of their stockholders or their equity, assetsthe Acquired Companies taken as a whole, or business or that relate relates to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;Transactions; and
(d) the occurrence of any event, condition, fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(e) any inaccuracy make the timely satisfaction 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, that would reasonably be expected to cause any of the conditions set forth in Article IX not 8 impossible or reasonably unlikely. No such notice given pursuant to this Section 5.06 shall be satisfied deemed to supplement or amend the Company Disclosure Schedule for the purpose of (x) determining the accuracy of any of the representations and warranties made by the Closing; provided, however, that no such notification Company in this Agreement or failure to provide such notification pursuant to clause (dy) or clause (e) determining whether any condition set forth in Article 8 has been satisfied. A breach of this Section 6.4 shall affect the representations, warranties, covenants, agreements 5.06 with respect to any breaches of representations or obligations warranties of the parties (or remedies with respect thereto) or the conditions to the obligations Company shall be deemed a breach of the parties under this Agreementunderlying representation or warranty and not, and for the avoidance of doubt, a failure to comply with clause (d) or clause (e) breach of this Section 6.4 5.06 except and solely to the extent of any Damages resulting from the failure to notify hereunder in excess of Damages resulting from, arising out of, imposed upon or incurred as a result of a breach of the underlying representation and warranty. During the Interim Period, Parent shall notpromptly notify the Company in writing of any event, condition, fact or circumstance that would make the timely satisfaction of itself, cause any of the condition stated conditions set forth in Section 9.2(a) Article 8 impossible or Section 9.3(a), as the case may be, to fail to be satisfiedreasonably unlikely.
Appears in 1 contract
Samples: Merger Agreement (Okta, Inc.)
Notices of Certain Events. During the Interim Period, each Each of Parent and the Company and Parent shall promptly notify advise the other of:
of (ai) any notice or other material 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 Transactions; (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
(bii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
Transactions; (ciii) any Actions Proceedings commenced or, to the Knowledge of Parent or the Companyits knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party the Company or any of their stockholders its Subsidiaries or their equityParent and any of its Subsidiaries, assetsas the case may be, or business 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 Transactions; (iv) any change, event or the Additional Agreements;
(d) the occurrence of any fact or circumstance that constitutes or results, has had or would be reasonably be expected likely to constitute have, individually or result inin the aggregate, a Company Material Adverse Effect, in the case of the Company, or a Parent Material Adverse Effect, in the case of Parent; and
or (ev) any inaccuracy change, event or fact that it believes would or would be reasonably likely to cause or constitute a material breach of any representation of its representations, warranties or warranty of such party covenants 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, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, provided that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, covenants or agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, and further, that a failure to comply with clause (d) or clause (e) of this Section 6.4 8.05 shall not, not constitute the failure of itself, cause any condition set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition stated set forth in Section 9.2(a) or Section 9.3(a), as the case may be, to fail Article 9 to be satisfied.
Appears in 1 contract
Samples: Merger Agreement (Morgan Stanley)
Notices of Certain Events. During the Interim Period, each of Parent and the Company shall promptly notify the other of:
(a) The Company shall notify Parent promptly of (i) any notice communication from any Person alleging or raising the possibility that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries 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 its Representatives), (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
(bii) any notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or (and the Additional Agreements;
(c) any Actions commenced or, to the Knowledge of Parent or response thereto from the Company, as applicableits Subsidiaries or its Representatives), threatened, relating to (iii) any material Legal Actions threatened or involving commenced against or otherwise affecting either party the Company or any of their stockholders or their equity, assets, or business or its Subsidiaries that relate are related to the consummation transactions contemplated by the Agreement or (iv) any event, change, occurrence, circumstance or development between the date of this Agreement and the Effective Time which causes or is reasonably likely to cause the conditions set forth in Section 6.2(a) or 6.2(b) of this Agreement not to be satisfied.
(b) Parent shall notify the Company promptly of (i) any communication from any Person alleging that the consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from Parent or the Additional Agreements;
its Representatives), (d) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(eii) any inaccuracy communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from Parent or its Representatives) or (iii) any event, change, occurrence, circumstance or development between the date of any representation this Agreement and the Effective Time which causes 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, that would is reasonably be expected likely to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification or failure to provide such notification pursuant to clause (dSection 6.3(a) or clause (e6.3(b) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail Agreement not to be satisfied.
(c) The delivery of any notice pursuant to this Section 5.5 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notices of Certain Events. During the Interim Period, each of Parent and the Company shall promptly notify the other party 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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’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, to the Knowledge of Parent or the Company, as applicable, threatened, threatened relating to or involving or otherwise affecting either party or any of their stockholders or their equity, assets, 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 that which constitutes or results, or would reasonably be expected to constitute or result in, in a Material Adverse Effect; 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, that would reasonably be expected to cause any of the conditions set forth in Article ARTICLE IX not to be satisfied by the Closingsatisfied; provided, however, that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfied.
Appears in 1 contract
Samples: Merger Agreement (Abri SPAC I, Inc.)
Notices of Certain Events. During the Interim Period, each Each of Parent and the Company and Parent shall promptly notify advise the other of:
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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
Transactions; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
Transactions; (c) any Actions Proceedings commenced or, to the Knowledge of Parent or the Companyits knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party the Company or any of their stockholders its Subsidiaries or their equityParent and any of its Subsidiaries, assetsas the case may be, or business 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 Agreements;
Transactions; (d) the occurrence of any change, event or fact or circumstance that constitutes or results, has had or would be reasonably be expected likely to constitute have, individually or result inin the aggregate, a Company Material Adverse Effect, in the case of the Company, or a Parent Material Adverse Effect, in the case of Parent; and
or (e) any inaccuracy change, event or fact that it believes would or would be reasonably likely to cause or constitute a material breach of any representation of its representations, warranties or warranty of such party covenants 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, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, provided that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, covenants or agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, and further, that a failure to comply with clause (d) or clause (e) of this Section 6.4 8.7 shall not, not constitute the failure of itself, cause any condition set forth in Article IX to be satisfied unless the underlying change or event would independently result in the failure of a condition stated set forth in Section 9.2(a) or Section 9.3(a), as the case may be, to fail Article IX to be satisfied.
Appears in 1 contract
Samples: Merger Agreement (PAE Inc)
Notices of Certain Events. During the Interim Period, each of Parent and the Company Each party hereto shall promptly notify the other of:
(a) any notice from any Person alleging or raising party in writing of 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 occurrence of any rights matter or privileges event that would or would reasonably be expected to cause any of the conditions set forth in Section 10.01 not to be satisfied. The Company (shall promptly notify Parent in writing of the occurrence of any matter or event that would or would reasonably be expected to cause any of the conditions set forth in Section 10.02 not to be satisfied. Each of the Parent Parties shall promptly notify the Company in writing of the occurrence of any matter or event that would or would reasonably be expected to cause any of the conditions set forth in Section 10.03 not to be satisfied. The Company or the Parent Parties, post-Closing) to any such Person or create any Lien on any as applicable, shall promptly notify the other of the Company Group’s or Parent’s assets;
(bi) any notice or other communication from any Authority Person asserting that such Person’s consent is or may be required, or that such Person is entitled to compensation or consideration from any of the Parent Parties, any Acquired Company or any of their respective Affiliates, in connection with the transactions contemplated by this Agreement or the Additional Agreements;
other Transaction Documents, (cii) any Actions commenced ornotice, to the Knowledge of Parent letter or the Companyother communication received from a Governmental Authority, as applicable, threatened, relating to or involving or otherwise affecting either party or any of their stockholders or their equity, assets, or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
(diii) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(e) any inaccuracy of any representation or warranty of such party contained the Company or the Parent Parties made in this Agreement, Agreement or any other Transaction Document becoming untrue or inaccurate in any material respect, (iv) the failure of such party any Acquired Company or any of the Parent Parties to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereundersuch party under this Agreement or any other Transaction Document and (v) any other event which constitutes a Material Adverse Effect with respect to either the Company or the Parent Parties. The delivery of any notice pursuant to this Section 9.04 shall in no way limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided that the delay or failure of a party to deliver any such notice shall not, that would reasonably in and of itself, be expected deemed to cause result in a failure to be satisfied of any of the conditions condition to Closing set forth in Article IX not to be satisfied by the Closing; providedSection 10.01, however, that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) 10.02 or Section 9.3(a), as the case may be, to fail to be satisfied10.03.
Appears in 1 contract
Notices of Certain Events. During The Seller shall notify Buyer in writing, and Buyer shall notify Seller in writing, promptly after such party gains Knowledge of any of the Interim Period, each of Parent and the Company shall promptly notify the other offollowing:
(a) any fact or condition that causes or constitutes a misrepresentation or a breach of any of the respective party’s representations and warranties made as of the date of this Agreement;
(b) any changes or events that, individually or in the aggregate, have had a Material Adverse Effect or otherwise result in any representation or warranty of the respective party under this Agreement being inaccurate as of the date of such changes or events;
(c) 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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsAgreement;
(bd) any notice or other communication from any Authority court, arbitrator or other Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(ce) any Actions actions, suits, claims, investigations or proceedings commenced or, to the Knowledge best of Parent or the CompanySeller’s Knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party Seller, the Assets or any the Business that, if pending on the date of their stockholders or their equitythis Agreement, assetswould have been required to have been disclosed pursuant to Section 5.16, or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement;
(df) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting Seller in any material respect;
(g) any breach of or failure to perform any covenant of the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effectrespective party under this Agreement; and
(eh) any inaccuracy of any representation fact 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, that would reasonably be expected to cause any may make the satisfaction of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification impossible or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfiedunlikely.
Appears in 1 contract
Samples: Asset Purchase Agreement
Notices of Certain Events. During the Interim Period, each of Parent and the Company shall promptly notify the other party 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 PartiesParent, post-Closing) to any such Person or create creation of any Lien on any Company Ordinary Share or share capital or capital stock of the Company GroupParent Parties or any of the Company’s or Parent’s the Parent Parties’ assets;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
(c) any Actions commenced or, to the Knowledge of Parent or the Companysuch Party’s knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party or any of their 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 that which constitutes or results, or would might reasonably be expected to constitute or result inresult, in a Material Adverse Effect; and
(e) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement becoming untrue or inaccurate 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, that would reasonably be expected to cause any of the conditions set forth in Article IX X not to be satisfied by the Closingsatisfied; provided, however, that in each case (i) no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, Agreement and a failure (ii) no such notification shall be deemed to comply with clause (d) amend or clause (e) supplement the Disclosure Letter or to cure any breach of this Section 6.4 shall not, any covenant or agreement or inaccuracy of itself, cause the condition stated in Section 9.2(a) any representation or Section 9.3(a), as the case may be, to fail to be satisfiedwarranty.
Appears in 1 contract
Notices of Certain Events. During the Interim Period, each of Parent and the Company shall promptly notify the other of:
(a) The Company and the Operating Partnership shall notify Parent promptly of (i) any notice communication from any Person alleging or raising the possibility that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries 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 its Representatives), (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
(bii) any notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or (and the Additional Agreements;
(c) any Actions commenced or, to the Knowledge of Parent or response thereto from the Company, as applicableits Subsidiaries or its Representatives), threatened, relating to (iii) any material Legal Actions threatened or involving commenced against or otherwise affecting either party the Company or any of their stockholders or their equity, assets, or business or its Subsidiaries that relate are related to the consummation transactions contemplated by the Agreement or (iv) any event, change, occurrence, circumstance or development between the date of this Agreement and the Partnership Merger Effective Time which causes or is reasonably likely to cause the conditions set forth in Section 6.2(a) or 6.2(b) of this Agreement not to be satisfied.
(b) The Purchaser Parties shall notify the Company promptly of (i) any communication from any Person alleging that the consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from Parent or the Additional Agreements;
its Representatives), (d) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(eii) any inaccuracy communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from Parent or its Representatives) or (iii) any event, change, occurrence, circumstance or development between the date of any representation this Agreement and the Partnership Merger Effective Time which causes 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, that would is reasonably be expected likely to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification or failure to provide such notification pursuant to clause (dSection 6.3(a) or clause (e6.3(b) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail Agreement not to be satisfied.
(c) The delivery of any notice pursuant to this Section 5.5 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Merger Agreement (Meristar Hospitality Operating Partnership Lp)
Notices of Certain Events. During the Interim Period, each of Parent The Company covenants and agrees that the Company shall promptly notify the other Parent 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 Partiesthe Merger Sub, postPost-Closing) to any such Person or create any Lien on any Shares or any of the Company Group’s or ParentCompany’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, or to the Knowledge knowledge of Parent or the Company, as applicable, threatenedCompany threatened against, relating to or involving or otherwise affecting either party or the Company, the Shares, any of their stockholders the Company’s assets or their equity, assets, or business the 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 that which constitutes or results, or would could reasonably be expected to constitute or result in, in a Material Adverse Effect; and;
(e) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party on its part to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder, hereunder or the occurrence of any event that would reasonably be expected to cause any may make the satisfaction of the conditions set forth in Article IX not to be satisfied by impossible or unlikely; and
(f) the Closing; providedoccurrence, however, that no such notification or failure to provide such notification occur, of any fact or circumstance which results in or will be likely to result in any representation made hereunder by the Company to be false or misleading in any material respect or to omit or fail to state a material fact; provided that the delivery of any notice pursuant to clause (d) or clause (e) of this Section 6.4 shall 6.3 does not limit or otherwise affect the representationsremedies available hereunder to the party receiving such notice, warrantiesor the representations or warranties of, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfiedhereto.
Appears in 1 contract
Notices of Certain Events. During the Interim Period, each of Parent and the Company shall promptly notify the other party 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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’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, to the Knowledge of Parent or the Company, as applicable, threatened, threatened relating to or involving or otherwise affecting either party or any of their stockholders or their equity, assets, 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 that which constitutes or results, or would reasonably be expected to constitute or result in, in a Material Adverse Effect; 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, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closingsatisfied; provided, however, that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 6.5 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 6.5 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfied.
Appears in 1 contract
Notices of Certain Events. During the Interim Period, each of The Company shall notify Parent and Merger Sub in writing, and Parent and Merger Sub shall notify the Company shall in writing, promptly notify the other of:
of (ai) 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 and the failure to have such consent would have a material adverse effect on the ability of the party receiving such communication to consummate 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 Agreement, (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
(bii) any material 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 Legal Actions commenced or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries or Parent or the Companyits Subsidiaries, as applicable, threatened, relating that are related to or involving or otherwise affecting either party or any of their 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“Transaction Litigation”), and (iv) the occurrence or the non-occurrence of any fact event, condition, change or circumstance that constitutes effect between the date of this Agreement and the Effective Time which causes or results, or would is reasonably be expected to constitute or result in, a Material Adverse Effect; and
(e) 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, that would reasonably be expected likely to cause any the failure of the conditions set forth in Article IX not to be satisfied by the Closing; providedSection 6.02(a), however, that no such notification or failure to provide such notification pursuant to clause (dSection 6.02(b) or clause (eSection 6.02(c) of this Section 6.4 shall affect Agreement (in the representations, warranties, covenants, agreements or obligations case of the parties (or remedies with respect theretoCompany and its Subsidiaries) or Section 6.03(a) or Section 6.03(b) of this Agreement (in the conditions case of Parent and Merger Sub), to the obligations of the parties under this Agreement, and a be satisfied. The failure to comply with clause (d) or clause (e) of this Section 6.4 shall 5.07 will not, in and of itself, cause constitute the failure of the condition stated set forth in Section 9.2(a6.02(b) or Section 9.3(a6.03(b), as the case may be, unless such failure to fail comply materially prejudices the other party’s ability to be satisfiedexercise its rights or remedies under this Agreement prior to Closing; provided, however, that the delivery of any notice pursuant to this Section 5.07 shall not cure any breach of any representation, warranty or covenant for any purpose under this Agreement or otherwise limit or affect the remedies available hereunder to any party hereto.
Appears in 1 contract
Samples: Merger Agreement (Research Pharmaceutical Services, Inc.)
Notices of Certain Events. During the Interim Period, each Each of Parent and the Company and Parent shall promptly notify advise the other of:
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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
Transactions; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;
Transactions; (c) any Actions Proceedings commenced or, to the Knowledge of Parent or the Companyits knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party the Company or any of their stockholders its Subsidiaries or their equityParent and any of its Subsidiaries, assetsas the case may be, or business 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 Agreements;
Transactions; (d) the occurrence of any change, event or fact or circumstance that constitutes or results, has had or would be reasonably be expected likely to constitute have, individually or result inin the aggregate, a Company Material Adverse Effect, in the case of the Company, or a Parent Material Adverse Effect, in the case of Parent; and
or (e) any inaccuracy change, event or fact that it believes would or would be reasonably likely to cause or constitute a material breach of any representation of its representations, warranties or warranty of such party covenants 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, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, provided that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, covenants or agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, and further, that a failure to comply with clause (d) or clause (e) of this Section 6.4 8.7 shall not, not constitute the failure of itself, cause any condition set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition stated set forth in Section 9.2(a) or Section 9.3(a), as the case may be, to fail Article 9 to be satisfied.
Appears in 1 contract
Samples: Merger Agreement (Mobile Mini Inc)
Notices of Certain Events. During the Interim Period, each of Parent (a) The Company and the Partnership shall give prompt notice to the Parent Parties, and the Parent Parties shall give prompt notice to the Company shall promptly notify and the other of:
Partnership, of (a) any notice or other communication received by such party from any Governmental Authority in connection with this Agreement or the Transactions or 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 PartiesTransactions, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
and (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 Proceeding commenced or, to the Knowledge of Parent or the Companysuch party’s Knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either such party or any of their stockholders or their equity, assets, or business or that its Subsidiaries which relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;Transactions.
(db) The Company and the occurrence of Partnership shall give prompt notice to the Parent Parties, and the Parent Parties shall give prompt notice to the Company, if (i) any fact representation or circumstance warranty made by it contained in this Agreement becomes untrue or inaccurate such that constitutes or results, or it would be reasonable to expect that the applicable conditions set forth in Article VII would reasonably be expected to constitute be incapable of being satisfied by the End Date or result in, a Material Adverse Effect; and
(eii) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closingunder this Agreement; provided, however, provided that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, covenants or agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement or any remedies for any breach of the representations, warranties, covenants or agreements under this Agreement. Notwithstanding anything to the contrary in this Agreement, and a the failure by the Company, the Partnership, the Parent Parties or their respective Representatives to comply with clause (d) or clause (e) of provide such prompt notice under this Section 6.4 6.12(b) shall notnot constitute a breach of covenant for purposes of Section 7.02(b), of itselfSection 7.03(b), cause the condition stated in Section 9.2(a) 8.01(e), or Section 9.3(a8.01(f), as the case may be, to fail to be satisfied.
Appears in 1 contract
Samples: Merger Agreement (Retail Opportunity Investments Partnership, LP)
Notices of Certain Events. During From the Interim PeriodSigning Date until and including the earlier of (x) termination of this Agreement in accordance with this Agreement and (y) the Closing Date, each of Parent and the Company Party shall promptly (and in any event prior to the Closing) notify the other Parties 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 creation of any rights or privileges of the Company (or Parent Parties, post-Closing) to any such Person or create any Lien on any Pubco Share or share capital or capital stock of Four Leaf or any of the Company Pubco Group’s or ParentFour Leaf’s assets;
(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 commenced or, to the Knowledge of Parent or the Companysuch Party’s knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party or any of their stockholders or their equity, assets, or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsTransactions;
(d) the occurrence of any fact or circumstance that which constitutes or results, or would might reasonably be expected to constitute or result inresult, in a Material Adverse Effect; andChange;
(e) any inaccuracy of any representation or warranty of made by such party Party contained in this Agreement, Agreement becoming untrue or any failure of inaccurate such party to comply with or satisfy any covenant, that the condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to cause any of the conditions set forth in Article IX Section 9.2(b) would not to be satisfied by satisfied; and
(f) any breach of any covenant or agreement of such Party contained in this Agreement such that the Closing; condition set forth in Section 9.2(c) would not be satisfied, provided, however, that in each case (i) no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties Parties under this Agreement, Agreement and a failure (ii) no such notification shall be deemed to comply with clause amend or supplement the Four Leaf Disclosure Schedules or the Pubco Disclosure Schedules (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be) or to cure any breach of any covenant or agreement or inaccuracy of any representation or warranty. Notwithstanding anything to the contrary contained herein, any failure to fail give such notice pursuant to this Section 6.4 shall not give rise to any Liability of Pubco or Four Leaf or be satisfied.taken into account in determining whether the conditions in Article IX have been satisfied or give rise to any right of termination set forth in Article X.
Appears in 1 contract
Notices of Certain Events. During the Interim Period, each of Parent and the Company shall promptly notify the other party 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 PartiesParent, post-Closing) to any such Person or create any Lien on any of the Company GroupCompany’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, to the Knowledge of Parent or the Company, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party or any of their stockholders or their equity, assets, 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 that which constitutes or results, or would reasonably be expected to constitute or result in, in a Material Adverse EffectEffect (including, in the case of the Company, any Material Adverse Effect with respect to the Company, Play Company and Solaire Partners, taken as a whole); and
(ef) 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, that would reasonably be expected to cause any of the conditions set forth in Article ARTICLE IX not to be satisfied by the Closing; provided, however, that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfied.
Appears in 1 contract
Notices of Certain Events. During the Interim Period, each of Parent and the Company shall promptly notify the other of:
(a) The Seller Representative shall notify the Buyer promptly, and in any notice event within three Business Days, of (i) any communication from any Person alleging or raising the possibility that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from the Sellers or that its Representatives), (ii) any material Legal Actions threatened or commenced against or otherwise affecting the Sellers challenging the consummation of the transactions contemplated by the Agreement, (iii) any event, change, occurrence, circumstance or development between the date of this Agreement might give rise and the Closing which causes or is reasonably likely to cause the conditions set forth in Section 5.3(a) or Section 5.3(b) of this Agreement not to be satisfied or (iv) any intention to extend a Franchise Agreement or Management Agreement under Section 6.1(d); provided, that with respect to this clause (iv), such notice shall be provided to the Buyer no less than thirty days’ prior 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 Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;extension.
(b) The Buyer shall notify the Seller Representative promptly, and in any notice or other event within three Business Days, of (i) any communication from any Authority Person alleging that the consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from the Buyer or the Additional Agreements;
its Representatives), (cii) any material Legal Actions threatened or commenced or, to the Knowledge of Parent or the Company, as applicable, threatened, relating to or involving against or otherwise affecting either party or any of their stockholders or their equity, assets, or business or that relate to the Buyer challenging the consummation of the transactions contemplated by the Agreement or (iii) any event, change, occurrence, circumstance or development between the date of this Agreement and the Closing which causes or the Additional Agreements;
(d) the occurrence of any fact or circumstance that constitutes or results, or would is reasonably be expected to constitute or result in, a Material Adverse Effect; and
(e) 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, that would reasonably be expected likely to cause any of the conditions set forth in Article IX Section 5.2(a) or Section 5.2(b) of this Agreement not to be satisfied by the Closing; provided, however, that no such notification or failure to provide such notification satisfied.
(c) The delivery of any notice pursuant to clause (d) or clause (e) of this Section 6.4 shall not limit or otherwise affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions available hereunder to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfiedparty receiving such notice.
Appears in 1 contract
Notices of Certain Events. During the Interim Period, each of Parent and the The Company shall promptly notify give prompt notice to Parent, and Parent shall give prompt notice to the other of:
Company, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with this Agreement or the Transactions or 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, if the subject matter of such communication or the failure of such party to obtain such consent would be material to the Company, the Surviving Corporation or Parent, (ii) any written notice from any Person alleging that the transactions contemplated by this Agreement might give rise to any Action approval or other rights by or on behalf consent of such Person is or result in the loss of any rights or privileges of the Company (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
(b) any notice or other communication from any Authority may be required in connection with the transactions contemplated by this Agreement or the Additional Agreements;
Transactions, (ciii) any Actions Proceedings commenced or, to the Knowledge of Parent or the Company, as applicable, threatenedthreatened in writing against, relating to or involving or otherwise affecting either such party or any of their stockholders or their equity, assets, or business or that its Subsidiaries which relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;
Transactions and (div) the occurrence of any fact or circumstance such party becoming aware that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(e) 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 any of its failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunderpursuant to this Agreement, in each case, if and only to the extent that such untruth, inaccuracy, or failure would reasonably be expected to cause any of the conditions set forth in Article IX not VII to fail to be satisfied by at the ClosingClosing (it being understood that no such notification will affect or be deemed to modify any representation or warranty of such party set forth in this Agreement); provided, however, that no such notification or failure to provide such notification delivery of any notice pursuant to clause (d) this Section 6.12 shall not cure any breach of any representation or clause (e) warranty requiring disclosure of such matter prior to the date of this Section 6.4 shall Agreement or otherwise limit or affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions available hereunder to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfiedany party.
Appears in 1 contract
Samples: Merger Agreement (Model N, Inc.)
Notices of Certain Events. During the Interim Period, each of Parent and the Company shall promptly notify the other of:
(a) The Company shall notify Parent promptly of (i) any notice communication from any Person alleging or raising the possibility that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries 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 its Representatives), (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets;
(bii) any notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or (and the Additional Agreements;
(c) any Actions commenced or, to the Knowledge of Parent or response thereto from the Company, as applicableits Subsidiaries or its Representatives), threatened, relating to (iii) any material Legal Actions threatened or involving commenced against or otherwise affecting either party the Company or any of their stockholders or their equity, assets, or business or its Subsidiaries that relate are related to the consummation transactions contemplated by the Agreement or (iv) any event, change, occurrence, circumstance or development between the date of this Agreement and the Company Merger Effective Time which causes or is reasonably likely to cause the conditions set forth in Sections 6.2(a) or 6.2(b) of this Agreement not to be satisfied.
(b) Parent shall notify the Company promptly of (i) any communication from any Person alleging that the consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from Parent or the Additional Agreements;
its Representatives), (d) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(eii) any inaccuracy communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from Parent or its Representatives) or (iii) any event, change, occurrence, circumstance or development between the date of any representation this Agreement and the Company Merger Effective Time which causes 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, that would is reasonably be expected likely to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification or failure to provide such notification pursuant to clause (dSections 6.3(a) or clause (e6.3(b) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail Agreement not to be satisfied.
(c) The delivery of any notice pursuant to this Section 5.6 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice, provided, that the Company's failure to promptly provide any such notice to Parent shall not in and of itself constitute a failure of the condition set forth in Section 6.2(b) to be satisfied.
Appears in 1 contract
Notices of Certain Events. During the Interim Period, each Each of Parent and the Company and Parent shall promptly notify the other of:
(a) the occurrence, or non-occurrence, of any notice from event which would reasonably be expected to cause any Person alleging of their respective representations or raising the possibility that the consent of such Person is or may be required warranties contained in connection with the transactions contemplated by this Agreement to become untrue or that inaccurate in any material respect or any condition to 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 obligation of any rights or privileges of party to effect the Company (or Parent Parties, post-Closing) Transactions not to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsbe satisfied;
(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, to the Knowledge failure of Parent or the Company, Parent or Merger Subsidiary, as applicablethe case may be, threatened, relating to or involving or otherwise affecting either party or any of their 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 that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(e) 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, that under this Agreement which would reasonably be expected to cause any condition to the obligation of any party to effect the conditions set forth in Article IX Transactions not to be satisfied by satisfied;
(c) any notice or other communication from any Person alleging that the Closing; provided, however, that no consent of such notification Person is or failure to provide such notification pursuant to clause may be required in connection with the Transactions;
(d) any notice or clause other communication from any Governmental Authority in connection with the Transactions; and
(e) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) its Subsidiaries or the conditions to the obligations Sponsor or any of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a)its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to fail have been disclosed pursuant to be satisfiedany Section of this Agreement or that relate to the consummation of the Transactions; provided, however, 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 1 contract
