Notification of Certain Events. Seller shall give prompt notice to Buyer if any of the following occurs after the date of this Agreement: (i) there has been a material failure of Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt by Seller of any material notice or other communication from any Governmental Authority in connection with the Transactions; (iii) the occurrence of an event which would cause a condition in Section 7.2 not to be satisfied; or (iv) the commencement or threat, in writing, of any Action against Seller, or any of its properties, with respect to the Transactions and/or any of the Purchased Assets. No such notice to Buyer shall have any effect on the determination of whether or not any of the conditions to Closing or to the consummation of the Transactions have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.
Appears in 9 contracts
Samples: Intellectual Property Purchase Agreement (Enigma-Bulwark, LTD), Intellectual Property Purchase Agreement (Parallax Health Sciences, Inc.), Intellectual Property Purchase Agreement (Odyssey Group International, Inc.)
Notification of Certain Events. Seller Buyer shall give prompt notice to Buyer Seller if any of the following occurs after the date of this Agreement: (i) there has been a material failure of Seller Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt by Seller Buyer of any material notice or other communication from any Governmental Authority in connection with the Transactions; (iii) the occurrence of an event which would cause a condition in Section 7.2 7.3 not to be satisfied; or (iv) the commencement or threat, in writing, of any Action against SellerBuyer, or any of its properties, with respect to the Transactions and/or any of the Purchased AssetsTransactions. No such notice to Buyer Seller shall have any effect on the determination of whether or not any of the conditions to Closing or to the consummation of the Transactions have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.
Appears in 9 contracts
Samples: Intellectual Property Purchase Agreement (Enigma-Bulwark, LTD), Intellectual Property Purchase Agreement (Odyssey Group International, Inc.), Intellectual Property Purchase Agreement
Notification of Certain Events. Seller The Purchaser shall give prompt notice to Buyer the Vendor if any of the following occurs after the date of this Agreement: (i) there has been a material failure of Seller the Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iiiii) receipt by Seller the Purchaser of any material notice or other communication from any Governmental Authority in connection with the Transactions; (iii) the occurrence of an event which would cause a condition in Section 7.2 10 not to be satisfied; or (iv) the commencement or threat, in writing, of any Action against Sellerthe Purchaser, or any of its properties, with respect to the Transactions and/or any of the Purchased AssetsTransactions. No such notice to Buyer the Vendor shall have any effect on the determination of whether or not any of the conditions to Closing or to the consummation of the Transactions have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.
Appears in 2 contracts
Notification of Certain Events. Seller Prevacus shall give prompt notice to Buyer Odyssey if any of the following occurs after the date of this Agreement: (i) there has been a material failure of Seller Prevacus to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt by Seller Prevacus of any material notice or other communication from any Governmental Authority in connection with the Transactions; (iii) the occurrence of an event which would cause a condition in Section 7.2 not to be satisfied; or (iv) the commencement or threat, in writing, of any Action against SellerPrevacus, or any of its properties, with respect to the Transactions and/or any of the Purchased Assets. No such notice to Buyer Odyssey shall have any effect on the determination of whether or not any of the conditions to Closing or to the consummation of the Transactions have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.
Appears in 2 contracts
Samples: Option Agreement (Odyssey Health, Inc.), Joint Venture and Intellectual Property Purchase Agreement (Odyssey Group International, Inc.)
Notification of Certain Events. Seller The Vendor shall give prompt notice to Buyer the Purchaser if any of the following occurs after the date of this Agreement: (i) there has been a material failure of Seller the Vendor to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt by Seller the Vendor of any material notice or other communication from any Governmental Authority in connection with the Transactions; (iii) the occurrence of an event which would cause a condition in Section 7.2 10.3 not to be satisfied; or (iv) the commencement or threat, in writing, of any Action against Sellerthe Vendor, or any of its properties, with respect to the Transactions and/or any of the Purchased Assets. No such notice to Buyer the Purchaser shall have any effect on the determination of whether or not any of the conditions to Closing or to the consummation of the Transactions have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.
Appears in 2 contracts
Notification of Certain Events. Seller Buyer shall give prompt notice to Buyer Sellers and BERMASE if any of the following occurs after the date of this Agreement: (i) there has been a material failure of Seller Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt by Seller Buyer of any material notice or other communication from any Governmental Authority in connection with the Transactions; (iii) the occurrence of an event which would cause a condition in Section 7.2 8.3 not to be satisfied; or (iv) the commencement or threat, in writing, of any Action against SellerBuyer, or any of its properties, with respect to the Transactions and/or any of the Purchased AssetsTransactions. No such notice to Buyer Sellers and BERMASE shall have any effect on the determination of whether or not any of the conditions to Closing or to the consummation of the Transactions have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.
Appears in 1 contract
Samples: Equity Contribution Agreement (Global Pari-Mutuel Services, Inc.)
Notification of Certain Events. Seller shall give prompt notice to Buyer Purchaser if any of the following occurs after the date of this Agreement: (i) there has been a material failure of Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt by Seller of any material notice or other communication from any Governmental Authority in connection with the Transactions; (iii) the occurrence of an event which would cause a condition in Section 7.2 not to be satisfied; or (iv) the commencement or threat, in writing, of any Action against Seller, or any of its properties, with respect to the Transactions and/or any of the Purchased Assets. No such notice to Buyer Purchaser shall have any effect on the determination of whether or not any of the conditions to Closing or to the consummation of the Transactions have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.
Appears in 1 contract
Samples: Intellectual Property Purchase Agreement (Frontera Group Inc.)
Notification of Certain Events. Seller Buyer shall give prompt written notice to Buyer the Seller if any of the following occurs after the date of this Agreement: (i) there has been a material failure of Seller Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt by Seller CRS or Buyer of any material notice or other communication from any Governmental Authority in connection with the Transactions; (iii) the occurrence of an event which would cause a condition in Section 7.2 7.3 not to be satisfied; or (iv) the commencement or threat, in writing, of any Action against SellerCRS or Buyer, or any of its their properties, with respect to the Transactions and/or any of the Purchased AssetsTransactions. No such notice to Buyer Seller shall have any effect on the determination of whether or not any of the conditions to Closing or to the consummation of the Transactions have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.
Appears in 1 contract
Samples: Asset Purchase Agreement (Corporate Resource Services, Inc.)
Notification of Certain Events. The Seller shall give prompt notice to the Buyer if any of the following occurs after the date of this Agreement: (i) there has been a material failure of the Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt by the Seller of any material notice or other communication from any Governmental Authority in connection with the Transactions; (iii) the occurrence of an event which would cause a condition in Section 7.2 8.3 not to be satisfied; or (iv) the commencement or threat, in writing, of any Action against the Seller, or any of its properties, with respect to the Transactions and/or any of the Purchased Assets. No such notice to the Buyer shall have any effect on the determination of whether or not any of the conditions to Closing or to the consummation of the Transactions have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.
Appears in 1 contract
Samples: Asset Purchase Agreement
Notification of Certain Events. Seller 14261991.2 Purchaser shall give prompt notice to Buyer Seller if any of the following occurs after the date of this Agreement: (i) there has been a material failure of Seller Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt by Seller Purchaser of any material notice or other communication from any Governmental Authority in connection with the Transactions; (iii) the occurrence of an event which would cause a condition in Section 7.2 7.3 not to be satisfied; or (iv) the commencement or threat, in writing, of any Action against SellerPurchaser, or any of its properties, with respect to the Transactions and/or any of the Purchased AssetsTransactions. No such notice to Buyer Seller shall have any effect on the determination of whether or not any of the conditions to Closing or to the consummation of the Transactions have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.
Appears in 1 contract
Samples: Intellectual Property Purchase Agreement (Frontera Group Inc.)
Notification of Certain Events. The Seller shall give prompt notice to the Buyer if any of the following occurs after the date of this Agreement: (i) there has been a material failure of the Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt by the Seller of any material notice or other communication from any Governmental Authority in connection with the Transactions; (iii) the occurrence of an event which would cause a condition in Section 7.2 8.2 not to be satisfied; or (iv) the commencement or threat, in writing, of any Action against the Seller, or any of its properties, with respect to the Transactions and/or any of the Purchased Assets. No such notice to the Buyer shall have any effect on the determination of whether or not any of the conditions to Closing or to the consummation of the Transactions have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.
Appears in 1 contract
Samples: Asset Purchase Agreement
Notification of Certain Events. Seller The Buyer shall give prompt notice to Buyer the Seller if any of the following occurs after the date of this Agreement: (i) there has been a material failure of Seller the Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iiiii) receipt by Seller the Buyer of any material notice or other communication from any Governmental Authority in connection with the Transactions; (iii) the occurrence of an event which would cause a condition in Section 7.2 Article VIII not to be satisfied; or (iv) the commencement or threat, in writing, of any Action against Sellerthe Buyer, or any of its properties, with respect to the Transactions and/or any of the Purchased AssetsTransactions. No such notice to Buyer the Seller shall have any effect on the determination of whether or not any of the conditions to Closing or to the consummation of the Transactions have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.
Appears in 1 contract
Samples: Asset Purchase Agreement
Notification of Certain Events. Seller Purchaser shall give prompt notice to Buyer Seller if any of the following occurs after the date of this Agreement: (i) there has been a material failure of Seller Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt by Seller Purchaser of any material notice or other communication from any Governmental Authority in connection with the Transactions; (iii) the occurrence of an event which would cause a condition in Section 7.2 7.1 not to be satisfied; or (iv) the commencement or threat, in writing, of any Action against SellerPurchaser, or any of its properties, with respect to the Transactions and/or any of the Purchased AssetsTransactions. No such notice to Buyer Seller shall have any effect on the determination of whether or not any of the conditions to Closing or to the consummation of the Transactions have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.
Appears in 1 contract
Samples: Intellectual Property Asset Purchase Agreement (Clinigence Holdings, Inc.)
Notification of Certain Events. Seller The Buyer shall give prompt notice to Buyer the Seller if any of the following occurs after the date of this Agreement: (i) there has been a material failure of Seller the Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iiiii) receipt by Seller the Buyer of any material notice or other communication from any Governmental Authority in connection with the Transactions; (iii) the occurrence of an event which would cause a condition in Section 7.2 8.3 not to be satisfied; or (iv) the commencement or threat, in writing, of any Action against Sellerthe Buyer, or any of its properties, with respect to the Transactions and/or any of the Purchased AssetsTransactions. No such notice to Buyer the Seller shall have any effect on the determination of whether or not any of the conditions to Closing or to the consummation of the Transactions have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.
Appears in 1 contract
Samples: Asset Purchase Agreement