Notification by the Parties. Each party hereto shall use its reasonable best efforts as promptly as practicable to inform the other parties hereto in writing if, prior to the consummation of the Closing, it obtains knowledge that any of the representations and warranties made by such party in this Agreement ceases to be accurate and complete in any material respect (except for any representation and warranty that is qualified hereunder as to materiality, SES Material Adverse Effect or GE Material Adverse Effect, as to which such notification shall be given if the notifying party obtains knowledge that such representation and warranty ceases to be accurate and complete in any respect) or that any of the conditions set forth in Article 8 are reasonably likely not to be satisfied prior to the Termination Date. Each party hereto shall also use its reasonable best efforts promptly to inform the other parties hereto in writing if, prior to the consummation of the Closing, it becomes aware of any fact or condition that constitutes, in its reasonable judgment, a breach of any covenant of such party as of the date of this Agreement or that would reasonably be expected to cause any of its covenants to be breached as of the Closing Date. No such notification shall be deemed to have cured any breach of any representation, warranty, covenant or agreement made in this Agreement for any purposes of this Agreement. Notwithstanding anything to the contrary contained in this Section 6.8, no failure to advise the other party of any change or event referred to in the first sentence of this Section 6.8, shall constitute the failure of any condition set forth in Article 8 to be satisfied unless the underlying breach or inaccuracy would independently result in the failure of a condition set forth in Article 8 to be satisfied.
Appears in 4 contracts
Samples: Share Redemption Agreement, Share Redemption Agreement (General Electric Capital Corp), Share Redemption Agreement (SES Global S.A.)
Notification by the Parties. Each party hereto shall use its all commercially reasonable best efforts as to promptly as practicable to inform the other parties hereto in writing if, prior to the consummation of the Closing, it obtains knowledge that any of the representations and warranties made by such party in this Agreement ceases to be accurate and complete in any material respect (except for any representation and warranty that is qualified hereunder as to materiality, SES Material Adverse Effect or GE Material Adverse Effect, as to which such notification shall be given if the notifying party obtains knowledge that such representation and warranty ceases to be accurate and complete in any respect) or that any of the conditions set forth in Article 8 are reasonably likely not to be satisfied prior to the Termination Date. Each party hereto shall also use its reasonable best efforts promptly to inform the other parties hereto in writing if, prior to the consummation of the Closing, it becomes aware of any fact fact, circumstance or condition event that constituteswould cause (i) any representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (ii) any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.7 shall not (nor shall any information provided pursuant to Section 6.2) be considered in its reasonable judgment, determining whether any representation or warranty is true for purposes of Article VII. Any failure to provide or delay in providing any such notification shall not be deemed to be a breach of a covenant for purposes of Article VII, and if such notice relates or would have related to any covenant breach or inaccuracy of any representation or warranty made in this Agreement, such party as of the date of this Agreement failure or that would reasonably be expected to cause any of its covenants to be breached as of the Closing Date. No such notification delay shall not be deemed to have cured any be a breach of any representation, warranty, a covenant or agreement made in this Agreement obligation for any purposes of this Agreement. Notwithstanding anything Article IX, except to the contrary contained in extent that such failure or delay shall have actually prejudiced and adversely affected the party or parties entitled to such notification under this Section 6.8, no failure 6.7. Back to advise the other party of any change or event referred to in the first sentence of this Section 6.8, shall constitute the failure of any condition set forth in Article 8 to be satisfied unless the underlying breach or inaccuracy would independently result in the failure of a condition set forth in Article 8 to be satisfied.Contents
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Reuters Group PLC /Adr/)
Notification by the Parties. Each party hereto shall use its reasonable best commercial efforts to as promptly as practicable to inform the other parties hereto in writing if, prior to the consummation of the Closing, it obtains knowledge that any of the representations and warranties made by such party in this Agreement ceases to be accurate and complete in any material respect (except for any representation and warranty that is qualified hereunder as to materiality, SES Material Adverse Effect materiality or GE Material Adverse Effect, as to which such notification shall be given if the notifying party obtains knowledge that such representation and warranty ceases to be accurate and complete in any respect) or that any of the conditions set forth in Article 8 are reasonably likely not to be satisfied prior to the Termination Date). Each party hereto shall also use its reasonable best commercial efforts to promptly to inform the other parties hereto in writing if, prior to the consummation of the Closing, it becomes aware of any fact or condition that constitutes, in its reasonable judgment, a breach of any covenant of such party as of the date of this Agreement or that would reasonably be expected to cause any of its covenants to be breached as of the Closing Date. No Any party giving such notification shall be permitted to amend its disclosure schedule to include such fact or condition and such fact or condition shall be deemed to have been disclosed as of the date of this Agreement for all purposes other than Sections 8.1 and 8.2 hereof. Solely for the purposes of Sections 8.1 and 8.2 hereof, such disclosure(s) shall not be deemed to have cured any breach of any representation, warranty, covenant or agreement made in this Agreement for any purposes and the non-breaching party shall have the right to demand a cure of this Agreement. Notwithstanding anything to the contrary contained in this Section 6.8, no failure to advise the other party of any change or event referred to in the first sentence of this Section 6.8, shall constitute the failure of any condition set forth in Article 8 to be satisfied unless the underlying such breach or inaccuracy would independently result in the failure of a condition set forth in Article 8 to be satisfiedbefore closing.
Appears in 1 contract