Notices of Certain Events. Each of the parties hereto shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Entity in connection with the review, clearance or approval of the transactions contemplated by this Agreement; (c) any Proceeding commenced or threatened against, relating to or involving or otherwise affecting any of the Company, the Seller or Buyer, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement; and (d) any matter (including a breach of covenant or a representation or warranty contained herein) that could reasonably lead to the non-satisfaction of any of the conditions to Closing in Article VII.
Appears in 5 contracts
Samples: Purchase and Sale of Membership Interest (Florida East Coast Industries, Inc.), Purchase and Sale Agreement (Florida East Coast Industries Inc), Purchase and Sale of Membership Interest (Florida East Coast Industries, Inc.)
Notices of Certain Events. Each of the parties hereto shall cooperate fully, as Company and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto Parent shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other of:
(a) any notice or communication, whether written or oral, received by a director or officer of the Company, or any other communication written notice or other written communication, in each case from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(b) any notice or communication, whether written or oral, received by a director or officer of the Company, or any other communication written notice or other written communication, in each case from any Governmental Entity Authority in connection with the review, clearance or approval of the transactions contemplated by this Agreement;
(c) any Proceeding actions, suits, claims, investigations, arbitrations or proceedings commenced or or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of the Company, the Seller its Subsidiaries or BuyerParent and any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08any Section of this Agreement;
(d) without limiting Section 8.07(c), 3.09(x) any actions, 3.10suits, 3.11claims, 3.12 investigations, arbitrations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent and 3.16any of its Subsidiaries, as the case may be, arising from or that relate relating to the consummation of this Agreement or the transactions contemplated by hereby (collectively, “Transaction Litigation”) or (y) any material notice or material communication, from any Person, or other material development, in each case arising from or relating to the matters specified on Section 8.07(d) of the Company Disclosure Schedule (such matters, together with the Transaction Litigation, the “Company Litigation”);
(e) any inaccuracy of any representation or warranty contained in this AgreementAgreement at any time during the term hereof that would reasonably be expected to cause the condition set forth in Section 9.02(a) or Section 9.03(a), as applicable, not to be satisfied; and
(df) any matter (including a breach failure of covenant that party to comply with or a representation satisfy any covenant, condition or warranty contained hereinagreement to be complied with or satisfied by it hereunder at any time during the term hereof that would reasonably be expected to cause the condition set forth in Section 9.02(a)(i) or Section 9.03(a)(i), as applicable, not to be satisfied; provided that could reasonably lead the delivery of any notice pursuant to this Section 8.07 shall not limit or otherwise affect the remedies available hereunder to the non-satisfaction of any of the conditions to Closing in Article VIIparty receiving such notice.
Appears in 4 contracts
Samples: Merger Agreement (Rennes Fondation), Merger Agreement (Goldman Sachs Group Inc), Merger Agreement (Ebix Inc)
Notices of Certain Events. Each of Parent and the parties hereto shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto Company shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other of:
(a) any notice or other communication received by that party from (i) any Person alleging that the consent of such that Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation;
(b) any notice or other communication received by that party from any Governmental Entity governmental or regulatory agency or authority in connection with the review, clearance or approval of the transactions contemplated by this Agreement or by the CVR Agreement;
(c) any Proceeding actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of the Company, the Seller or Buyer, as the case may be, its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any of Sections 3.084.08, 3.094.10, 3.104.12, 3.114.13, 3.12 and 3.164.14, 4.15 or 4.16, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement.
(d) the occurrence or non-occurrence of any event or the discovery of any fact that would be reasonably expected to cause any representation or warranty of that party that is contained in this Agreement to be untrue or inaccurate such that the condition set forth in clause (c) of Exhibit A hereto would at any time be unsatisfied on and as of any date after the date of this Agreement; and
(de) any matter (including a breach failure of covenant such party to comply with or a representation satisfy in any material respect any covenant, condition or warranty contained herein) that could reasonably lead agreement to be complied with or satisfied by it under this Agreement or the non-satisfaction of any of the conditions to Closing in Article VIICVR Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Information Resources Inc), Merger Agreement (Information Resources Inc), Merger Agreement (Information Resources Inc)
Notices of Certain Events. Each of the parties hereto shall cooperate fully, as Company and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto Parent shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other of:
(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(b) any notice or other communication from any Governmental Entity Authority in connection with the review, clearance or approval of the transactions contemplated by this Agreement;
(c) any Proceeding actions, suits, claims, investigations or proceedings commenced or or, to its Knowledge, threatened against, including as to Tax matters, relating to or involving or otherwise affecting the Company or any of the Company, the Seller or Buyer, as the case may beits Subsidiaries, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; and;
(d) any matter (including a breach inaccuracy of covenant or a any representation or warranty contained herein) in this Agreement at any time during the term of this Agreement that could reasonably lead be expected to cause the conditions set forth in Section 10.02(a), Section 10.02(b), Section 10.03(a) or Section 10.03(b) not to be satisfied; and
(e) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 9.08 shall not limit or otherwise affect the remedies available hereunder to the non-satisfaction of any of the conditions to Closing in Article VIIparty receiving that notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hudson Holding Corp), Merger Agreement (Rodman & Renshaw Capital Group, Inc.), Merger Agreement (Hudson Holding Corp)
Notices of Certain Events. Each From and after the date of this Agreement until the earlier of the parties hereto shall cooperate fully, as and to Effective Time or the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) termination of this sentence Agreement in accordance with ARTICLE VII, subject to applicable Law, the Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the other Company, promptly of:
: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
; (b) any notice or other communication from any Governmental Entity in connection with the review, clearance or approval of the transactions contemplated by this Agreement;
(c) any Proceeding commenced or threatened against, relating to or involving or otherwise affecting any of the Company, the Seller or Buyer, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement; and
(c) any Legal Action by or before any Governmental Entity being initiated by or against such party or any of its Subsidiaries, or, in the case of the Company only, known by such party to be threatened against such party or any of its Subsidiaries or any of their respective directors, officers, employees, or stockholders in their capacity as such, with respect to the Merger, or of any written correspondence received by such party from any Person asserting or threatening a claim with respect to the Merger or, in the case of the Company, any of the Company’s assets or properties, in each case, that is, or is reasonably likely to be, material to the Company or any of and its Subsidiaries and (d) any matter (including a breach event, change, or effect between the date of covenant this Agreement and the Effective time which, individually or a representation or warranty contained herein) that could in the aggregate, would reasonably lead be expected to result in the non-satisfaction failure of any of the conditions set forth in ARTICLE VI of this Agreement to Closing in Article VIIbe satisfied; provided, that the delivery of any notice pursuant to this Section 5.05 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.
Appears in 2 contracts
Samples: Merger Agreement (SPAR Group, Inc.), Merger Agreement (SPAR Group, Inc.)
Notices of Certain Events. Each of the parties hereto shall cooperate fully, as Company and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto Parent shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other of:
(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(b) any notice or other communication from any Governmental Entity Authority in connection with the review, clearance or approval of the transactions contemplated by this Agreement, including notices and communications related to Tax matters;
(c) any Proceeding actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against, including as to Tax matters, relating to or involving or otherwise affecting the Company or any of the Company, the Seller its Subsidiaries or BuyerParent and any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; and;
(d) any matter (including a breach inaccuracy of covenant or a any representation or warranty contained herein) in this Agreement at any time during the term of this Agreement that could reasonably lead be expected to cause the conditions set forth in Section 10.02(a), Section 10.02(b), Section 10.03(a) or Section 10.03(b) not to be satisfied; and
(e) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 9.08 shall not limit or otherwise affect the remedies available hereunder to the non-satisfaction of any of the conditions to Closing in Article VIIparty receiving that notice.
Appears in 2 contracts
Samples: Merger Agreement (Stifel Financial Corp), Merger Agreement (Thomas Weisel Partners Group, Inc.)
Notices of Certain Events. Each of the parties hereto shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other parties of:
(a) any written notice or other communication received by such party from any Person person reasonably alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement;
(b) any written notice or other communication received by such party from any Governmental Entity in connection with the review, clearance or approval of the transactions contemplated by this Agreement;
(c) any Proceeding actions, suits, claims, investigations or proceedings commenced or threatened against, relating to or involving or otherwise affecting any against such party of the Company, the Seller or Buyer, as the case may be, a nature such that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08Section 2.9 (with respect to Buyer, 3.09, 3.10, 3.11, 3.12 if Buyer were making the representations and 3.16, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement; andwarranties contained therein);
(d) any matter written notice (including a breach or, to Sellers’ knowledge or the knowledge of covenant or a representation or warranty contained hereinBuyer, as applicable, other communication) received by such party that could reasonably lead to the non-satisfaction of any of the Top Customers has ceased, or will or intends to cease, to use the goods or services of the MDL Group Companies, or has substantially reduced, or will or intends to substantially reduce, the use of such goods or services at any time, in each case whether as a result of the transactions contemplated hereby or otherwise; and
(e) any written notice (or, to Sellers’ knowledge or the knowledge of Buyer, as applicable, other communication) received by such party or any Affiliate of such party that any of the Top Suppliers has ceased, or will or intends to cease, selling raw materials, supplies, merchandise, other goods or services to the MDL Group Companies, or has substantially reduced, or will or intends to substantially reduce, the sale of such raw materials, supplies, merchandise, other goods or services at any time, in each case on terms and conditions substantially similar to Closing those used in Article VIIits current sales to the MDL Group Companies, and in each case whether as a result of the transactions contemplated hereby or otherwise.
Appears in 2 contracts
Samples: Sale Agreement (Accelrys, Inc.), Sale Agreement (Symyx Technologies Inc)
Notices of Certain Events. Each of the parties hereto shall cooperate fully, as Company and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto Parent shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other party hereto of:
(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(b) any notice or other communication from any Governmental Entity Authority in connection with the review, clearance or approval of the transactions contemplated by this Agreement;
(c) any Proceeding actions, suits, claims, investigations, or proceedings commenced or or, to its Knowledge, threatened against, relating to to, or involving involving, or otherwise affecting any of the Company, the Seller or Buyer, as the case may be, such party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.103.8, 3.11, 3.12 and 3.163.14, 3.15, 4.9, 4.12, 4.14, or 4.15 (as the case may be, ) or that relate to the consummation of the transactions contemplated by this Agreement; and
(d) (i) the discovery by such party that any matter (including a breach of covenant or a representation or warranty contained hereinin this Agreement is untrue or inaccurate in any material respect, (ii) that could the occurrence or failure to occur of any event which occurrence or failure to occur would be reasonably lead likely to the non-satisfaction of cause any of the conditions representations or warranties in this Agreement to Closing be untrue or incorrect in Article VIIany material respect at the Effective Time, except for representations and warranties that speak as of a specified date, which need only be true and correct as of the specified date, and (iii) any material failure on its part to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.5(d) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Merger Agreement (Universal Compression Inc), Merger Agreement (Universal Compression Inc)
Notices of Certain Events. Each From and after the date of this Agreement until the Effective Time, each of the parties hereto shall cooperate fully, as Company and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto Parent shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other of:
(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated by this Agreement;
(b) any notice or other communication from any Governmental Entity Authority in connection with the reviewtransactions contemplated by this Agreement, clearance the Offer, the Merger or approval of the other transactions contemplated by this Agreement;
(c) any Proceeding actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of the Company, the Seller its Subsidiaries or BuyerParent and any of its Subsidiaries, as the case may be, that, if pending on the date of that relate to this Agreement, would have been required to have been disclosed pursuant to Sections 3.08the Offer, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, Merger or that relate to the consummation of the other transactions contemplated by this Agreement; and;
(d) any matter (including a breach inaccuracy of covenant or a any representation or warranty contained herein) in this Agreement at any time during the term hereof that could reasonably lead be expected to cause any Offer Condition not to be satisfied; and
(e) any failure of that party, or any Representative thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 9.07 shall not cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the non-satisfaction party receiving such notice or the representations or warranties of any of the parties, or the conditions to Closing in Article VIIthe obligations of the parties hereto.
Appears in 2 contracts
Samples: Merger Agreement (MediaMind Technologies Inc.), Merger Agreement (DG FastChannel, Inc)
Notices of Certain Events. Each of Buyer, Parent and the parties hereto shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto Company shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other others of:
(a) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransactions;
(b) any written notice or other written communication from any Governmental Entity Authority in connection with the review, clearance or approval of the transactions contemplated by this AgreementTransactions;
(c) any Proceeding Actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of the Company, the Seller or Buyer, as the case may be, Company Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may beSection 3.11 hereof, or that relate to the consummation of the transactions contemplated by Transactions;
(d) the occurrence or non-occurrence of any fact or event which would be reasonably likely:
(i) to cause any representation or warranty contained in this AgreementAgreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date, or
(ii) to cause any covenant, condition or agreement under this Agreement not to be complied with or satisfied; and
(de) any matter (including a breach failure of covenant Buyer, Parent or a representation the Company, as the case may be, to comply with or warranty contained herein) satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that could reasonably lead to no such notification shall affect the non-satisfaction representations or warranties of any of party or the conditions to Closing in Article VIIthe obligations of any party hereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Trimas Corp), Stock Purchase Agreement (Metaldyne Corp)
Notices of Certain Events. Each of the parties hereto shall cooperate fully, as Company and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto Parent shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other in the event that any of its directors or executive officers becomes aware of:
(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(b) subject to the terms of Article 2 in respect of the Schedule TO, the Offer Documents and the Schedule 14D-9, any notice or other communication from any Governmental Entity Authority in connection with the review, clearance or approval of the transactions contemplated by this Agreement;
(c) any Proceeding actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, threatened against the Company or threatened against, relating to or involving or otherwise affecting any of its Subsidiaries or, to the Companyknowledge of Parent’s executive officers, the Seller or BuyerParent and any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; and;
(d) any matter (including a breach inaccuracy of covenant or a any representation or warranty contained herein) in this Agreement at any time during the term hereof that could reasonably lead be expected to cause any Offer Condition not to be satisfied;
(e) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; and
(f) in the case of the Company only, if the Company or any of its Subsidiaries shall have taken, or agreed, resolved or committed to take, any Specified Action; provided that the delivery of any notice pursuant to this Section 9.06 shall not limit or otherwise affect the remedies available hereunder to the non-satisfaction of any of the conditions to Closing in Article VIIparty receiving such notice.
Appears in 2 contracts
Samples: Merger Agreement (Emerson Electric Co), Merger Agreement (Avocent Corp)
Notices of Certain Events. Each From and after the date hereof until the earlier of the parties hereto shall cooperate fullyClosing and such time as this Agreement is terminated in accordance with its terms the Company, as on the one hand, and to the extent reasonably requested by any other partySubscriber, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon on the other party’s request) hand, shall use their respective reasonable best efforts to keep each other reasonably informed of the provision facts and circumstances within the knowledge of records such Person regarding the Subscription and information which are reasonably relevant the other transactions contemplated by this Agreement and the other Transaction Documents, including the status of the conditions to any such auditclosing specified in Article 9, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderdevelopments that would reasonably be expected to cause such conditions to not be satisfied. Each of The Company, on the parties hereto one hand, and the Subscriber, on the other hand, shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other of:
, and provide copies of: (a) any notice or other communication received from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
any of the Transaction Documents; (b) if permitted by Law, any notice material correspondence, filings or other communication from communications between the Company, a Parent or any of their respective Representatives, or the Subscriber or any of its Representatives, as applicable, on the one hand, and any Governmental Entity or members of its staff, on the other hand, in connection with the review, clearance or approval of the transactions contemplated by this Agreement;
any of the Transaction Documents; and (c) any Proceeding Proceedings commenced or or, to its knowledge threatened against, relating to or involving or otherwise affecting any of the CompanyPartnership, the Seller Company Group, a Parent or Buyerthe Subscriber, as the case may beapplicable, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, to Article 3 or Article 4 of this Agreement or that relate to the consummation of the transactions contemplated by the Transaction Documents; provided, however, that the delivery of any notice pursuant to this Section 5.03 shall not limit or otherwise affect the remedies available under this Agreement; and
(d) any matter (including a breach of covenant Agreement or a representation or warranty contained herein) that could reasonably lead to the non-satisfaction of any of the conditions other Transaction Documents to Closing in Article VIIthe Person receiving that notice.
Appears in 2 contracts
Samples: Sale and Subscription Agreement (Allegro Microsystems, Inc.), Sale and Subscription Agreement (Allegro Microsystems, Inc.)
Notices of Certain Events. Each of the parties hereto shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence UCU and the Company shall promptly notify the each other of:
(ai) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;; and
(bii) any notice or other communication from any Governmental Entity Authority in connection with the review, clearance or approval of the transactions contemplated by this Agreement;.
(cb) the Company shall promptly notify UCU of any Proceeding actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against, relating to or involving or otherwise affecting any of the Company, the Seller or Buyer, as the case may be, thatCompany which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, Section 3.08 or that which relate to the consummation of the transactions contemplated by this Agreement; and.
(dc) UCU shall (i) promptly notify the Company of any matter (including a breach actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting UCU or any of covenant its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or a representation or warranty contained herein) that could reasonably lead which relate to the non-satisfaction of any consummation of the conditions transactions contemplated by this Agreement and (ii) use its reasonable efforts to Closing inform the Company of the consummation of, or agreement to consummate, any merger or any material acquisition or joint venture to the extent UCU is permitted to so notify the Company unless such merger, acquisition or joint venture shall have been included in Article VIIa UCU SEC Report or otherwise publicly disclosed.
Appears in 2 contracts
Samples: Merger Agreement (Empire District Electric Co), Agreement and Plan of Merger (Utilicorp United Inc)
Notices of Certain Events. Each of Buyer, on the parties hereto shall cooperate fullyone hand, as and to Parent and the extent reasonably requested by any other partySellers, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon on the other party’s request) the provision of records and information which are reasonably relevant to any such audithand, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other of:
(a) the receipt by Buyer, Parent or Sellers, as the case may be, of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementAgreement (other than as contemplated by Sections 3.03 and 4.03 hereof);
(b) the receipt by Buyer, Parent or Sellers, as the case may be, of any notice or other communication from any Governmental Entity in connection with the review, clearance or approval of the transactions contemplated by this Agreement;
(c) (i) the occurrence or failure to occur, of any Proceeding event of which it has Actual Knowledge, which occurrence or failure to occur would be likely to cause any such parties representations or warranties in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof until the Closing or (ii) any material failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice;
(d) any actions, suits, claims, investigations or proceedings commenced or threatened overtly threatened, in each case, of which it has Actual Knowledge, against, relating to or involving or otherwise affecting Buyer, the Sellers or any of the Company, the Seller or Buyer, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, or their respective Affiliates that relate to the consummation of the transactions contemplated by this Agreement; and
(de) any matter (including a breach of covenant or a representation or warranty contained herein) that could reasonably lead to the non-satisfaction of any occurrence of the conditions to Closing in Article VIIeffective date of the Chapter 11 Plan (the "Effective Date").
Appears in 1 contract
Notices of Certain Events. Each of The Seller Parent or the parties hereto shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto applicable Seller shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other Purchaser Parent of:
(a) any change or event that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on or otherwise result in any representation or warranty of the Sellers (or any one or more of them) hereunder being inaccurate in any material respect;
(b) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreementhereby;
(bc) any notice or other communication from any Governmental Entity in connection with the review, clearance or approval of the transactions contemplated by this Agreementhereby;
(cd) any Proceeding action, suit, claim, investigation or proceeding commenced or or, to the Sellers’ Knowledge, threatened against, relating to or involving or otherwise affecting any member of the Company, the Seller or Buyer, as the case may be, Company Group that, if pending on the date of this Agreementhereof, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, Section 4.11 or that relate relates to the consummation of the transactions contemplated by this Agreementhereby; and
(di) the damage or destruction by fire or other casualty of any asset or part thereof of any member of the Company Group or (ii) any matter asset or part thereof becoming the subject of any proceeding (including a breach of covenant or a representation or warranty contained herein) that could reasonably lead or, to the non-satisfaction Sellers’ Knowledge, any threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action. Each Seller hereby acknowledges that the Purchaser Parent does or shall waive any right it may have hereunder as a result of the conditions to Closing in Article VIIsuch notifications.
Appears in 1 contract
Samples: Purchase Agreement (University General Health System, Inc.)
Notices of Certain Events. Each of the parties hereto shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto The Company shall promptly after he, she or it obtains knowledge advise the Parent of any of the matters referred to in clauses (a) through (d) of this sentence notify the other of:
(ai) any notice or other material communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement;
; (bii) any notice or other material communication from any Governmental Entity in connection with the review, clearance Merger or approval of the other transactions contemplated by this Agreement;
; (ciii) any Proceeding Actions commenced or or, to the Company’s knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of the Company, the Seller its Subsidiaries or BuyerParent and any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, any Section of this Agreement or that relate to the consummation of the Merger or the other transactions contemplated by this Agreement; and
(div) any matter change, event or fact that has had or would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Company; (including v) any change, event or fact that it believes would or would be reasonably likely to cause or constitute a material breach of covenant or a representation or warranty contained herein) that could reasonably lead to the non-satisfaction of any of its representations, warranties or covenants contained in this Agreement; provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to Closing in Article VIIthe obligations of the parties under this Agreement; and (vi) any resignation, retirement, or termination of any officer or director of the Company or its Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (Bowl America Inc)
Notices of Certain Events. Each of the parties hereto shall cooperate fully, as Company and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto Blockchain Alliance shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other in writing of:
(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransactions;
(b) any notice or other communication from any Governmental Entity Authority in connection with the review, clearance or approval of the transactions contemplated by this AgreementTransactions;
(c) any Proceeding Actions commenced or, to the Knowledge of the Company or the Knowledge of Blockchain Alliance, threatened against, relating to against any Group Company or involving or otherwise affecting any of Blockchain Alliance and the Company, the Seller or BuyerBlockchain Alliance Group Companies, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed by such Party pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 such Party’s representations and 3.16, as the case may bewarranties contained herein, or that relate to the consummation of the transactions contemplated Transactions;
(d) if any inaccuracy or breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company or Blockchain Alliance, as the case may be, set forth in this Agreement shall have occurred that would cause the conditions set forth in Article VI not to be satisfied;
(e) any material failure of the Company or Blockchain Alliance, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by this Agreementit hereunder; and
(df) the occurrence or non-occurrence of any matter (including a breach of covenant or a representation or warranty contained herein) that could reasonably lead event which would be likely to cause any condition to the non-satisfaction obligations of the Company or Blockchain Alliance, as applicable, to effect the transactions contemplated hereby not to be satisfied. provided, however, that the delivery of any of notice pursuant to this Section 5.08 shall not limit or otherwise affect the conditions remedies available hereunder to Closing in Article VIIthe Party receiving such notice.
Appears in 1 contract
Notices of Certain Events. Each of the parties hereto shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) Each of this sentence Seller, Shareholder and Buyer shall promptly notify the other party of:
(ai) any written notice or other written communication from (A) any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementAgreement or the other Transaction Documents or (B) any Client;
(bii) any written notice or other written communication from any Governmental Entity Authority in connection with the review, clearance or approval of the transactions contemplated by this Agreement;Agreement or the other Transaction Documents, or under, or relating to any violation or possible violation of any Applicable Law; and
(ciii) the commencement of any Proceeding commenced actions, suits, claims, investigations or threatened against, relating to or involving or otherwise affecting any of the Company, the Seller or Buyer, as the case may be, proceedings that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08Section 3.12, 3.09, 3.10, 3.11, 3.12 and 3.16, as in the case may beof Seller, or that relate Section 4.08, in the case of Buyer.
(b) Notwithstanding anything to the consummation contrary herein, a party’s good faith failure to comply with this Section 7.04 shall not provide the other party hereto or any of such other party’s Affiliates with a right not to effect the transactions contemplated by this Agreement; and
(d) , except, in each case, to the extent that any matter (including a breach other provision of covenant this Agreement would independently provide such right. No notification provided hereunder shall affect or a be deemed to modify any representation or warranty contained herein) that could reasonably lead to of the non-satisfaction of any of Seller or Buyer set forth in this Agreement or the conditions to Closing in Article VIIthe obligations of such parties to consummate the transactions contemplated by this Agreement or the remedies available to such parties hereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (MSCI Inc.)
Notices of Certain Events. Each of the parties hereto shall cooperate fully, as Omnipoint and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto VoiceStream shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other of:
(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransactions;
(b) any notice or other communication from any Governmental Entity Body in connection with the review, clearance or approval of the transactions contemplated by this AgreementTransactions;
(c) the occurrence, or non-occurrence, of any Proceeding commenced event the occurrence, or threatened againstnon-occurrence, relating of which would be reasonably expected to cause any representation or involving warranty made by it and contained herein to be untrue or inaccurate in any material respect at any time during the period commencing on the date hereof and ending at the Effective Time; provided, 66 however, that the delivery of any notice pursuant to this Section 8.5 shall not limit or otherwise affecting affect the remedies available hereunder to the party receiving such notice;
(d) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the Companydelivery of any notice pursuant to this Section 8.5 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice;
(e) any actions, the Seller suits, claims, investigations or Buyerproceedings commenced or, as the case may be, thatto its knowledge threatened against such party which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08Section 4.13, 3.09, 3.10, 3.11, 3.12 and 3.16, as in the case may beof Omnipoint, or that Section 5.13, in the case of VoiceStream, or which relate to the consummation of the transactions contemplated by this AgreementTransactions; and
(df) any matter (including event, condition or state of facts which could have a breach of covenant or a representation or warranty contained herein) that could reasonably lead to the non-satisfaction of any of the conditions to Closing in Article VIIMaterial Adverse Effect on such party.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Voicestream Wireless Corp)
Notices of Certain Events. Each of the parties hereto shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through Seller and Company shall promptly notify Parent and Acquisition of (d) of this sentence notify the other of:
(ai) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
, (bii) any notice or other communication from any Governmental Entity in connection with the review, clearance or approval of the transactions contemplated by this Agreement;
Agreement and (ciii) any Proceeding actions, suits, claims, investigations or proceedings commenced or or, to the knowledge of Seller and Company, threatened against, relating to or involving or otherwise affecting either Acquired Company or any Subsidiary of the Company, the Seller or Buyer, as the case may be, either Acquired Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, Section 3.11 or that relate to the consummation of the transactions contemplated by this Agreement; and
, and (db) Parent and Acquisition shall promptly notify Seller and Company of (i) any matter notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, (including a breach of covenant ii) any notice or a representation other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement and (iii) any actions, suits, claims, investigations or warranty contained herein) that could reasonably lead proceedings commenced or, to the non-satisfaction knowledge of Parent and Acquisition, threatened against, relating to or involving or otherwise affecting Parent or any Retained Subsidiary that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.11 or that relate to the consummation of the conditions to Closing in Article VIItransactions contemplated by this Agreement.
Appears in 1 contract
Notices of Certain Events. Each of the parties hereto shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence Seller and Buyer shall promptly notify the other party of:
(ai) any notice or other communication from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement;
(bii) any notice or other communication from any Governmental Entity governmental or regulatory agency or authority (U.S. or foreign) in connection with the review, clearance or approval of the transactions contemplated by this Agreement;; or
(ciii) any Proceeding actions, suits, claims, investigations or proceedings commenced or or, to such party's knowledge threatened against, relating to or involving or otherwise affecting any of the Company, the Seller McCuxxxxx Xxxiness or Buyer, as the case may be, such party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as Section 2.18 in the case may beof Seller or Section 3.06 in the case of Buyer, or that relate to the consummation of the transactions contemplated by this Agreement; and
(db) Seller shall promptly notify Buyer of the damage or destruction by fire or other casualty of any matter (including a breach asset of covenant the McCuxxxxx Business or a representation part thereof or warranty contained herein) in the event that could reasonably lead any asset of the McCuxxxxx Xxxiness or part thereof becomes the subject of any proceeding or, to the non-satisfaction knowledge of Seller, threatened proceeding for the taking thereof or any part thereof or of any of the conditions to Closing in Article VIIright relating thereto by condemnation, eminent domain or other similar governmental action.
Appears in 1 contract
Notices of Certain Events. Each From the date hereof until the Effective Time, upon the Knowledge of the parties hereto shall cooperate fullyCompany, the knowledge of Buyer or the knowledge of Merger Sub, as and to the extent reasonably requested by any other partycase may be, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation each such party shall include the retention and (upon promptly give the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each parties written notice of the parties hereto shall promptly after he, she existence or it obtains knowledge occurrence of any of the matters referred to in clauses (a) through (d) of this sentence notify the other of:
(ai) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
, or that any compensation or other benefit is due to be paid to such Person on the basis of any of the transactions contemplated by this Agreement, other than payments expressly provided for herein, (bii) any notice or other communication from any Governmental Entity Authority in connection with the review, clearance or approval of the transactions contemplated by this Agreement;
, (ciii) any Proceeding actions, suits, claims, investigations or proceedings commenced or, to its respective Knowledge or knowledge threatened against, relating to or involving or otherwise affecting any of the Company, the Seller or Buyer, as the case may be, Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08clauses (l), 3.09(q), 3.10(s), 3.11(u), 3.12 and 3.16(v), as the case may be, (x) or (dd) of Section 3.1 or Section 3.2(g) or that relate to the consummation of the transactions contemplated by this Agreement; and
, (div) any matter (including a breach inaccuracy of covenant or a any representation or warranty contained hereinin this Agreement and that would reasonably be expected to cause the conditions set forth in Sections 5.1, 5.2, and/or 5.3, as the case may be, not to be satisfied, (v) that could reasonably lead to the non-satisfaction any failure of any party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder any condition, or (vi) any condition which might reasonably be expected to prevent the timely consummation of the conditions to Closing in Article VIItransactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (SMART Modular Technologies (WWH), Inc.)
Notices of Certain Events. Each Prior to the Closing or termination of this Agreement pursuant to Article 12, each of the parties hereto Offshore Companies, WFOE, Onshore Companies, the Founder and the Seller Companies shall, and shall cooperate fullycause each of the Group Companies to, as and promptly notify Buyer (but only to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s requestsuch party has notice thereof) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other of:
(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementAgreement or any other Transaction Document;
(b) any notice or other communication from any Governmental Entity Authority in connection with the review, clearance or approval of the transactions contemplated by this AgreementAgreement or any other Transaction Document;
(c) any Proceeding actions, suits, claims, investigations or proceedings commenced or threatened against, relating to or involving or otherwise affecting any of the Group Company, the Founder or any Seller or Buyer, as the case may be, Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08Section 3.05, 3.094.05 or 5.13;
(d) any breach by it of any representation, 3.10warranty, 3.11, 3.12 and 3.16, covenant or agreement contained in this Agreement at any time on or prior to the Closing if as a result of such breach the conditions set forth in Section 10.02(a) and/or 10.02(b) as the case may be, or that relate to the consummation of the transactions contemplated by this Agreementwould not be fully satisfied; and
(de) any matter (including a breach failure of covenant any Group Company the Founder or a representation any Seller Company to comply with or warranty contained herein) satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that could reasonably lead the delivery of any notice pursuant to this Section 7.07 shall not limit or otherwise affect the remedies available hereunder to the non-satisfaction of party receiving such notice unless Buyer elects to waive any of the conditions to Closing in Article VIIclosing condition related thereto.
Appears in 1 contract
Notices of Certain Events. Each of the parties hereto shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other of:
(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(b) any notice or other communication from any Governmental Entity in connection with the review, clearance or approval of the transactions contemplated by this Agreement;
(c) any Proceeding commenced or threatened against, relating to or involving or otherwise affecting any of the CompanyCompanies, the Seller Codina Parties or BuyerFlagler, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement; and
(d) any matter (including a breach of covenant or a representation or warranty contained herein) that could reasonably lead to the non-satisfaction of any of the conditions to Closing in Article VII.
Appears in 1 contract
Samples: Admission and Contribution Agreement (Florida East Coast Industries Inc)
Notices of Certain Events. Each of the parties hereto shall cooperate fullyCompany, as on the one hand, and to the extent reasonably requested by any other partyParent or Merger Sub, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon on the other party’s request) the provision of records and information which are reasonably relevant to any such audithand, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other of:
(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(b) any notice or other communication from any Governmental Entity Authority in connection with the review, clearance or approval of the transactions contemplated by this Agreement;; and
(c) any Proceeding actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of the Company, the Seller its Subsidiaries or BuyerParent or any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16Articles 4 or 5, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement.
(d) to the knowledge of the Company, Parent or Merger Sub, as the case may be, any inaccuracy of any representation or warranty of that party contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 9.02 or 9.03 not to be satisfied; and
(de) any matter (including a breach of covenant or a representation or warranty contained herein) that could reasonably lead to the non-satisfaction knowledge of the Company, Parent or Merger Sub, as the case may be, any material failure of any party hereto to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 8.05 shall not limit or otherwise affect the conditions remedies available hereunder to Closing in Article VIIthe party receiving that notice.
Appears in 1 contract
Samples: Merger Agreement (Sitel Corp)
Notices of Certain Events. Each of the parties hereto shall cooperate fullyCompany, as on the one hand, and to the extent reasonably requested by any other partyParent and Merger Sub, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon on the other party’s request) the provision of records and information which are reasonably relevant hand, shall use commercially reasonable efforts to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other party of:
(a) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect;
(b) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to comply with or satisfy, any covenant, condition or agreement to be complied with or satisfied by it hereunder;
(c) the receipt by such party of any notice or other communication from any Person alleging that the consent of such Person Person, which consent is or could reasonably be expected to be material to the Company and its Subsidiaries or the operation of their businesses, is or may be required in connection with the transactions contemplated by this Agreement;
(bd) the receipt by such party of any notice or other communication from any Governmental Entity Authority in connection with the review, clearance or approval of the transactions contemplated by this Agreement;; and
(ce) its learning of any Proceeding actions, suits, claims, investigations or proceedings commenced or threatened against, relating to or involving or otherwise affecting any of the Company, the Seller or Buyer, as the case may be, such party that, if they were pending on the date of this Agreement, would have been required to have been be disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, this Agreement or that which relate to the consummation of the transactions contemplated by this Agreement; and
(d) any matter (including a breach of covenant or a representation or warranty contained herein) that could reasonably lead to the non-satisfaction of any of the conditions to Closing in Article VII.
Appears in 1 contract
Samples: Merger Agreement (CKX, Inc.)
Notices of Certain Events. Each Prior to the Closing, each of the parties hereto shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto shall promptly after he, she or it obtains knowledge notify each other of any of the matters referred to in clauses (a) through (d) of this sentence notify the other of:
(a) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
; (b) any written notice or other written communication from any Governmental Entity Authority in connection with the review, clearance or approval of the transactions contemplated by this Agreement;
; (c) any Proceeding action, suit or proceeding commenced against such party or threatened against, relating to or involving or otherwise affecting any of the Company, the Seller or Buyer, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, or its Affiliates that relate relates to the consummation of the transactions contemplated by this Agreement; and
(d) any matter (including a breach of covenant or a representation or warranty contained herein) that could reasonably lead the Subsidiary Adviser or, to the non-satisfaction knowledge of the Company, any person “associated” (as defined in the Advisers Act) with the Subsidiary Adviser, becoming ineligible or disqualified pursuant to Section 203 of the Advisers Act to serve as a registered investment adviser or Person “associated” with a registered investment adviser (or being convicted of any crime, or becoming subject to, any disqualification, in each case that would be a basis for a determination of ineligibility or disqualification, pursuant to Section 203 of the Advisers Act); or (e) any occurrence of which it is aware that is reasonably likely to result in any of the conditions set forth in Article 8 becoming incapable of being satisfied. Notwithstanding anything to Closing in Article VIIthe contrary herein, a party’s good faith failure to comply with this Section 5.04 shall not provide any other party the right not to effect the transactions contemplated by this Agreement, except to the extent that any other provision of this Agreement would independently provide such right.
Appears in 1 contract
Samples: Equity Interest Purchase Agreement (Truist Financial Corp)
Notices of Certain Events. Each of During the parties hereto shall cooperate fullyInterim Period, as and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto Company shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other Purchaser of:
(a) any change or event that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on or otherwise result in any representation or warranty of the Company under this Agreement being inaccurate in any material respect;
(b) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(bc) any notice or other communication from any Governmental Entity in connection with the review, clearance or approval of the transactions contemplated by this Agreement;
(cd) any Proceeding action, suit, claim, investigation or proceeding commenced or or, to the Knowledge of the Company, threatened against, relating to or involving or otherwise affecting the Company or any of the Company, the Seller or Buyer, as the case may be, its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, Section 3.11 or that relate to the consummation of the transactions contemplated by this Agreement; and
(di) the damage or destruction by fire or other casualty of any asset or part thereof of the Company or any of its Subsidiaries or (ii) any matter asset or part thereof becoming the subject of any proceeding (including a breach of covenant or a representation or warranty contained herein) that could reasonably lead or, to the non-satisfaction Knowledge of the Company, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action. The Company hereby acknowledges that the Purchaser does not and shall not waive any right it may have under this Agreement as a result of the conditions to Closing in Article VIIsuch notifications.
Appears in 1 contract
Notices of Certain Events. Each of the parties hereto shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto The Company shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other Buyer and the Buyer shall promptly notify the Company of:
(a) any changes or events which, individually or in the aggregate, have resulted, or are reasonably expected to or will result in, the failure to satisfy the condition set forth in Section 8.1(c) or 8.1(e) in the case of the Company or Section 8.2(c) in the case of the Buyer;
(b) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(bc) any written notice or other communication from any Governmental Entity in connection with the review, clearance or approval of concerning the transactions contemplated by this Agreement;
(cd) in the case of the Company, any Proceeding actions, suits, claims, investigations or proceedings commenced or or, to the Knowledge of the Company, threatened against, relating to or involving or otherwise affecting any of the Company, the Seller or Buyer, as the case may be, Business that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as Section 5.7;
(e) in the case may beof the Company, the damage or destruction by fire or other casualty of any of the Assets or part thereof or that relate any of the Assets or part thereof has becomes the subject of any proceeding or, to the consummation Knowledge of the transactions contemplated Company, threatened proceeding for the taking thereof or any part thereof or of any right relating thereto by this Agreementcondemnation, eminent domain or other similar governmental action; and
(df) each Party acknowledges that each Party does not and will not waive any matter (including rights it may have under this Agreement as a breach result of covenant or a representation or warranty contained herein) that could reasonably lead to such notifications from the non-satisfaction of any of the conditions to Closing in Article VIIother Party.
Appears in 1 contract
Notices of Certain Events. Each of the parties hereto Company and Parent shall cooperate fullypromptly notify the other, as and to the extent reasonably requested permitted by any other partyApplicable Law, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other of:
(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(b) any notice or other communication from any Governmental Entity Authority in connection with the review, clearance or approval of the transactions contemplated by this AgreementAgreement (other than such communications contemplated in Section 8.01, which shall be governed by such Section);
(c) any Proceeding Actions commenced or or, to its Knowledge, threatened against, relating to or involving the Company or otherwise affecting any of the Company, the Seller its Subsidiaries or BuyerParent or any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; and
(d) any matter (including a fact, event or circumstance, that would reasonably be expected to cause any condition to the Merger not to be satisfied. provided, however, that the delivery of any notice pursuant to this Section 8.07 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. Notwithstanding anything herein to the contrary, in no event shall any breach of covenant this Section 8.07 (but not, for the avoidance of doubt, the underlying information in any notice provided pursuant to this Section 8.07) be taken into account in determining whether the condition set forth in Section 9.02(a) or Section 9.03(a) has been satisfied or be used or taken into account as a representation basis for Parent to terminate this Agreement under Section 10.01(c)(ii) or warranty contained herein) that could reasonably lead for the Company to the non-satisfaction of any of the conditions to Closing in Article VIIterminate this Agreement under Section 10.01(d)(ii).
Appears in 1 contract
Notices of Certain Events. Each Subject to Applicable Law, each of the parties hereto shall cooperate fully, as Company and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto Parent shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other of:
(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(b) any notice or other communication received by the Company or any of its Affiliates or Parent or any of its Affiliates from any Governmental Entity Authority with respect to any licenses, authorizations, permits, consents, approvals, clearances, variances, exemptions and other confirmations required to be obtained from any Governmental Authority in connection with the review, clearance or approval of the transactions contemplated by this Agreement;
(c) any Proceeding actions, suits, claims, investigations or proceedings commenced or or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of the Company, the Seller its Subsidiaries or BuyerParent and any of its Subsidiaries, as the case may be, (1) that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, any Section of this Agreement or (2) that relate to this Agreement or the consummation of the transactions contemplated by this Agreementhereby; and
(d) any matter (including event, occurrence, revelation or development of a breach state of covenant circumstances or facts since the date hereof which has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a representation Parent Material Adverse Effect, respectively; provided that the delivery of any notice pursuant to this Section 9.05 shall not limit or warranty contained herein) that could reasonably lead otherwise affect the remedies available hereunder to the non-satisfaction of any of the conditions to Closing in Article VIIparty receiving such notice.
Appears in 1 contract
Samples: Merger Agreement (Shire Pharmaceutical Holdings Ireland Ltd.)
Notices of Certain Events. Each of From the parties hereto shall cooperate fully, as and to date hereof until the extent reasonably requested by any other party, in connection with Closing the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto Company shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other each Purchaser of:
(a) any notice or other communication from any Person alleging that the consent of such Person is governmental or may be required regulatory agency or authority in connection with the transactions contemplated by this Agreement;
(b) any notice actions, suits, claims, investigations or other communication from any Governmental Entity in connection with the reviewproceedings commenced or, clearance or approval of the transactions contemplated by this Agreement;
(c) any Proceeding commenced or to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of the Company, the Seller or Buyer, as the case may be, Subsidiary that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16this Agreement, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement; and consummation of the transactions contemplated by this Agreement; and
(dc) the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (i) any matter (including a breach of covenant or a representation or warranty of the Company contained hereinin this Agreement to be untrue or inaccurate in any material respect as of the Closing, or (ii) that could reasonably lead any material failure of the Company or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. Notwithstanding the above, the delivery of any notice pursuant to this section will not limit or otherwise affect the remedies available hereunder to the non-satisfaction of any of the conditions to Closing in Article VIIparty receiving such notice.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Warburg Pincus Private Equity Viii L P)
Notices of Certain Events. Each of the parties hereto shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto Party shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other Parties of:
(a) any change or event that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect or otherwise result in any representation or warranty of any Shareholder hereunder being inaccurate in any material respect;
(b) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreementhereby;
(bc) any notice or other communication from any Governmental Entity in connection with the review, clearance or approval of the transactions contemplated by this Agreementhereby;
(cd) any Proceeding action, suit, claim, investigation or proceeding commenced or or, to such Person’s Knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of the Company, the Seller or Buyer, as the case may be, its Subsidiaries that, if pending on the date of this Agreementhereof, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, Section 4.12 or that relate to the consummation of the transactions contemplated by this Agreementhereby; and
(di) the damage or destruction by fire or other casualty of any asset or part thereof of the Company or any of its Subsidiaries or (ii) any matter asset or part thereof becoming the subject of any proceeding (including a breach of covenant or a representation or warranty contained herein) that could reasonably lead or, to the non-satisfaction Knowledge of such Person, any threatened proceeding) for the taking thereof or of any right relating thereto by condemnation eminent domain or other similar governmental action. Subject to Section 7.7, each Party hereby acknowledges that the other Parties do not and shall not waive any right it may have hereunder as a result of the conditions to Closing in Article VIIsuch notifications.
Appears in 1 contract
Notices of Certain Events. Each of the parties hereto shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto LCM shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other Purchaser of:
(a) any change or event that, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect on the Assets or the Assumed Liabilities or otherwise result in any representation or warranty of LCM hereunder being inaccurate in any material respect;
(b) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreementhereby;
(bc) any notice or other communication from any Governmental Entity in connection with the review, clearance or approval of the transactions contemplated by this Agreementhereby;
(cd) any Proceeding action, suit, claim, investigation, or proceeding commenced or or, to its Knowledge, threatened against, relating to or involving or otherwise affecting any of LCM or the Company, the Seller or Buyer, as the case may be, Business that, if pending on the date of this Agreementhereof, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, Section 4.5 or that relate to the consummation of the transactions contemplated by this Agreementhereby; and
(de) any matter Asset or part thereof becoming the subject of any proceeding (including a breach of covenant or a representation or warranty contained herein) that could reasonably lead or, to the non-satisfaction Knowledge of LCM, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain, or other similar governmental action. LCM hereby acknowledges that the Purchaser does not and shall not waive any right it may have hereunder as a result of the conditions to Closing in Article VIIsuch notifications.
Appears in 1 contract
Notices of Certain Events. Each of the parties hereto Company and Parent shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon promptly notify the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other of:
following: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
, (b) any written notice or other written communication from any Governmental Entity Authority in connection with the review, clearance or approval of the transactions contemplated by this Agreement;
Agreement (other than such notices or communications contemplated by Section 8.01, which shall be governed by such Section), (c) any Proceeding Proceedings commenced or or, to its Knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of the Company, the Seller its Subsidiaries or BuyerParent or any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, Section 4.13 or that relate to the consummation of the transactions contemplated by this Agreement; and
, and (d) the discovery of any matter (including a breach of covenant fact or a representation circumstance, or warranty contained herein) that could reasonably lead to the occurrence or non-satisfaction occurrence of any event, which would reasonably be expected to cause or result in any of the conditions to Closing the Merger contained in Article 9 not being satisfied or the satisfaction of those conditions being materially delayed; provided that the delivery of any notice pursuant to this Section 8.06 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided, further, that a party’s failure to comply with this Section 8.06 shall not constitute a breach of this Section 8.06, and shall not provide any other party the right not to effect, or the right to terminate, the transactions contemplated by this Agreement, unless the underlying event would independently result in the failure of a condition of the other party’s obligation to consummate the Merger set forth in Article VII9 to be satisfied.
Appears in 1 contract
Notices of Certain Events. Each of the parties hereto shall cooperate fullyCompany, as on the one hand, and to the extent reasonably requested by any other partyParent and Merger Sub, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon on the other party’s request) the provision of records and information which are reasonably relevant hand, shall use reasonable best efforts to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other party of:
(a) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect as of the Closing;
(b) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to comply with or satisfy, any covenant, condition or agreement to be complied with or satisfied by it hereunder;
(c) the receipt by such party of any notice or other communication from any Person alleging that the consent of such Person, which consent is or could reasonably be expected to be material to such Person or the operation of their businesses, is or may be required in connection with the transactions contemplated by this Agreement;
(bd) the receipt by such party of any material notice or other material communication from any Governmental Entity Authority in connection with the review, clearance or approval of the transactions contemplated by this Agreement;; and
(ce) its learning of any Proceeding actions, suits, claims, investigations or proceedings commenced or threatened against, relating to or involving or otherwise affecting any of the Company, the Seller or Buyer, as the case may be, such party that, if they were pending on the date of this Agreement, would have been required to have been be disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, this Agreement or that which relate to the consummation of the transactions contemplated by this Agreement; and
(d) any matter (including a breach of covenant or a representation or warranty contained herein) that could reasonably lead to the non-satisfaction of any of the conditions to Closing in Article VII.
Appears in 1 contract
Samples: Merger Agreement (Williams Scotsman International Inc)
Notices of Certain Events. Each of the parties hereto shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through Each Party shall promptly (dand in no event more than three Business Days after such Party becomes aware) of this sentence notify the other of:
(a) Party of any notice or other communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
Agreement or any of the other Transaction Documents, (bii) any notice Governmental Authority or other communication from any Governmental Entity Third Party in connection with the review, clearance or approval of the transactions contemplated by this Agreement;
(c) any Proceeding commenced Agreement or threatened against, relating to or involving or otherwise affecting any of the Companyother Transaction Documents, and (iii) any Person alleging that any payment or other obligation relating to the Seller Assets is or Buyer, as the case may be, that, if pending on will be owed to such Person at any time before or after the date of this Agreement, would have been required except for invoices or other communications related to have been disclosed pursuant to Sections 3.08agreements or dealings in the ordinary course of business or payments or obligations identified in this Agreement or any of the other the Transaction Documents;
(b) Seller shall promptly (and in no event more than three Business Days after Seller becomes aware) notify Buyer of any Action against, 3.09relating to, 3.10involving or otherwise affecting the Assets that is commenced or asserted against, 3.11or, 3.12 and 3.16, as the case may be, or that relate to the consummation Knowledge of the transactions contemplated by this AgreementSeller, threatened against, Seller; and
(dc) any matter Each Party shall promptly (including a and in no event more than three Business Days after such Party becomes aware) notify the other Party of such Party’s material breach of any obligation, representation, warranty or covenant under this Agreement or a any of the other Transaction Documents, or any event, condition, fact or circumstance that would cause any representation or warranty other fact contained herein) in this Agreement or any of the other Transaction Documents to be materially inaccurate or materially misleading or that could would reasonably lead be expected to make the non-timely satisfaction of any of the conditions to Closing set forth in Article VII5 impossible or materially less likely.
Appears in 1 contract
Notices of Certain Events. Each of the parties hereto shall cooperate fully, as Company and to the extent reasonably requested by any other party, in connection with the preparation and filing of any Tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the parties hereto Parent shall promptly after he, she or it obtains knowledge of any of the matters referred to in clauses (a) through (d) of this sentence notify the other of:
(a) any notice or other material communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(b) any notice or other communication from any Governmental Entity Authority in connection with the review, clearance or approval of the transactions contemplated by this Agreement;
(c) any Proceeding actions, suits, claims, investigations or proceedings commenced or or, to its Knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of the Company, the Seller its Subsidiaries or BuyerParent or any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.08, 3.09, 3.10, 3.11, 3.12 and 3.16, as the case may be, any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; and;
(d) any matter (including a breach inaccuracy of covenant or a any representation or warranty contained herein) in this Agreement at any time during the term hereof that could reasonably lead be expected to cause the conditions set forth in Section 9.02(a) or Section 9.03(a) not to be satisfied; and
(e) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder that could reasonably be expected to cause the conditions set forth in Section 9.02(a) or Section 9.03(a) not to be satisfied; provided that the delivery of any notice pursuant to this Section 8.05 shall not limit or otherwise affect the remedies available hereunder to the non-satisfaction of any of the conditions to Closing in Article VIIparty receiving such notice.
Appears in 1 contract
