Common use of Notification of Certain Matters; Supplemental Disclosure Clause in Contracts

Notification of Certain Matters; Supplemental Disclosure. (a) Each of Target, Acquiror and Acquisition Sub agrees to give prompt notice to each other of, and to use their respective commercially reasonable efforts to prevent or promptly remedy, (i) the occurrence or failure to occur or the impending or threatened occurrence or failure to occur, of any event which occurrence or failure to occur would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (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 6.11 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. (b) Until the Closing, Acquiror and Target shall have the continuing obligation to promptly supplement the information contained in their respective disclosure schedules attached hereto with respect to any matter hereafter arising or discovered which, if in existence on the date hereof and known at the date of this Agreement, would have been required to be set forth or described in such disclosure schedules. (c) Neither the supplementation of the disclosure schedules pursuant to the obligation in Section 6.11(b) nor any disclosure after the date hereof of the untruth of any representation and warranty made in this Agreement shall operate as a cure of any breach of (i) the failure to disclose the information, nor (ii) any untrue representation or warranty made herein.

Notification of Certain Matters; Supplemental Disclosure. (a) Each party shall give the other reasonably prompt notice upon learning of any event that is reasonably likely to cause any of the conditions set forth in Article VI not to be satisfied. The Company shall give prompt written notice to the Parent of the occurrence of any event that, individually or in the aggregate, would reasonably be expected to result in a Company Material Adverse Effect. Each of Targetthe Company, Acquiror the Parent and Acquisition Sub the Merger Subsidiary agrees to give prompt notice to each other of, and to use their respective commercially reasonable efforts to prevent or promptly remedy, (i) the occurrence or failure to occur or the impending or threatened occurrence or failure to occur, of any event which occurrence or failure to occur would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof Agreement Date to the Effective Time and (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 . Each party shall give prompt written notice to the other of any material development which would give rise to a failure of a condition set forth in Article VI. The delivery of any notice pursuant to this Section 6.11 5.15 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. (b) Until notice nor be deemed to have amended any of the Closing, Acquiror and Target shall have the continuing obligation to promptly supplement the information contained in their respective disclosure schedules attached hereto with respect to any matter hereafter arising or discovered which, if in existence on the date hereof and known at the date of this Agreement, would have been required to be disclosures set forth in the Company Disclosure Letter, to have qualified the representations and warranties contained herein or described in to have cured any misrepresentation or breach of a representation or warranty that otherwise might have existed hereunder by reason of such disclosure schedules. (c) Neither the supplementation of the disclosure schedules pursuant to the obligation in Section 6.11(b) nor any material development. No disclosure after the date hereof Agreement Date of the untruth of any representation and warranty made in this Agreement shall will operate as a cure of any breach of (i) the failure to disclose the information, nor (ii) or of any untrue representation or warranty made herein.

Notification of Certain Matters; Supplemental Disclosure. (a) Each of TargetCompany, Acquiror and Acquisition Sub agrees to give prompt notice to each other of, and to use their respective commercially reasonable efforts to prevent or promptly remedy, (i) the occurrence or failure to occur or the impending or threatened occurrence or failure to occur, of any event which occurrence or failure to occur would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (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 6.11 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. (b) Until the Closing, Acquiror and Target Company shall have the continuing obligation to promptly supplement the information contained in their respective disclosure schedules attached hereto with respect to any matter hereafter arising or discovered which, if in existence on the date hereof and known at the date of this Agreement, would have been required to be set forth or described in such disclosure schedules. (c) Neither the supplementation of the disclosure schedules pursuant to the obligation in Section 6.11(b) nor any disclosure after the date hereof of the untruth of any representation and warranty made in this Agreement shall operate as a cure of any breach of (i) the failure to disclose the information, nor (ii) any untrue representation or warranty made herein.

Notification of Certain Matters; Supplemental Disclosure. (a) Each party shall give the other reasonably prompt notice upon learning of any event that is reasonably likely to cause any of the conditions set forth in ARTICLE VI not to be satisfied. The Company shall give prompt written notice to the Parent of the occurrence of any event that, individually or in the aggregate, would reasonably be expected to result in a Company Material Adverse Effect. Each of Targetthe Company, Acquiror the Parent and Acquisition Sub the Merger Subsidiary agrees to give prompt notice to each other of, and to use their respective commercially reasonable efforts to prevent or promptly remedy, (i) the occurrence or failure to occur or the impending or threatened occurrence or failure to occur, of any event which occurrence or failure to occur would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof Agreement Date to the Effective Time and (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 . Each party shall give prompt written notice to the other of any material development which would give rise to a failure of a condition set forth in ARTICLE VI. The delivery of any notice pursuant to this Section 6.11 SECTION 5.14 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. (b) Until notice nor be deemed to have amended any of the Closing, Acquiror and Target shall have the continuing obligation to promptly supplement the information contained in their respective disclosure schedules attached hereto with respect to any matter hereafter arising or discovered which, if in existence on the date hereof and known at the date of this Agreement, would have been required to be disclosures set forth in the Company Disclosure Letter, to have qualified the representations and warranties contained herein or described in to have cured any misrepresentation or breach of a representation or warranty that otherwise might have existed hereunder by reason of such disclosure schedules. (c) Neither the supplementation of the disclosure schedules pursuant to the obligation in Section 6.11(b) nor any material development. No disclosure after the date hereof Agreement Date of the untruth of any representation and warranty made in this Agreement shall will operate as a cure of any breach of (i) the failure to disclose the information, nor (ii) any untrue representation or warranty made herein.

Notification of Certain Matters; Supplemental Disclosure. (a) Each of Target, Acquiror and Acquisition Sub the Parties agrees to give prompt notice to each other of, and to use their respective commercially reasonable efforts to prevent or promptly remedy, (i) the occurrence or failure to occur or the impending or threatened occurrence or failure to occur, of any event which occurrence or failure to occur would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time Closing Date and (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 6.11 5.9 shall not limit or otherwise affect the remedies available hereunder to the party Party receiving such notice. (b) Until the Closing, Acquiror the Purchaser, DGT and Target the Seller shall have the continuing obligation to promptly supplement the information contained in their respective disclosure schedules attached hereto with respect to any matter hereafter arising or discovered which, if in existence on the date hereof and known at the date of this Agreement, would have been required to be set forth or described in such disclosure schedules. (c) Neither the supplementation of No supplement to the disclosure schedules pursuant to the obligation in this Section 6.11(b) 5.9 nor any disclosure after the date hereof of the untruth of any representation and warranty made in this Agreement as of the date hereof shall operate as a prevent or cure of any breach of (i) the any failure to disclose information in the information, nor disclosure schedules or (ii) any untrue representation or warranty made herein, or otherwise have or be deemed to have any effect on the ability of any Party under this Agreement to obtain indemnification pursuant to the terms and conditions of this Agreement.

Notification of Certain Matters; Supplemental Disclosure. (a) Each of TargetCompany, Acquiror Parent and Acquisition Sub agrees to give prompt notice to each other of, and to use their respective commercially reasonable efforts to prevent or promptly remedy, (i) the occurrence or failure to occur or the impending or threatened occurrence or failure to occur, of any event which occurrence or failure to occur would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (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 6.11 ------------ shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. (b) Until the Closing, Acquiror Parent and Target Company shall have the continuing obligation to promptly supplement the information contained in their respective disclosure schedules attached hereto with respect to any material matter hereafter arising or discovered which, if in existence on the date hereof and known at the date of this Agreement, would have been required to be set forth or described in such disclosure schedules. (c) Neither the supplementation of the disclosure schedules pursuant to the obligation in Section 6.11(b) nor any disclosure after the date --------------- hereof of the untruth of any representation and warranty made in this Agreement shall operate as a cure of any breach of (i) the failure to disclose the information, nor (ii) or a cure of any untrue representation or warranty made herein, which representation or warranty was untrue as of the date hereof.

Notification of Certain Matters; Supplemental Disclosure. (a) Each of TargetCompany, Acquiror Parent and Acquisition Sub agrees to give prompt notice to each other of, and to use their respective commercially reasonable efforts to prevent or promptly remedy, (i) the occurrence or failure to occur or the impending or threatened occurrence or failure to occur, of any event which occurrence or failure to occur would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (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 6.11 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. (b) Until the Closing, Acquiror Parent and Target Company shall have the continuing obligation to promptly supplement the information contained in their respective disclosure schedules attached hereto with respect to any material matter hereafter arising or discovered which, if in existence on the date hereof and known at the date of this Agreement, would have been required to be set forth or described in such disclosure schedules. (c) Neither the supplementation of the disclosure schedules pursuant to the obligation in Section 6.11(b) nor any disclosure after the date hereof of the untruth of any representation and warranty made in this Agreement shall operate as a cure of any breach of (i) the failure to disclose the information, nor (ii) or a cure of any untrue representation or warranty made herein, which representation or warranty was untrue as of the date hereof.

Notification of Certain Matters; Supplemental Disclosure. (a) Each of TargetCompany, Acquiror Parent and Acquisition Merger Sub agrees to give prompt notice to each other of, and to use their respective commercially reasonable efforts to prevent or promptly remedy, (i) the occurrence or failure to occur or the impending or threatened occurrence or failure to occur, of any event which occurrence or failure to occur that would reasonably be likely expected to cause any of its representations or warranties in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof condition to the Effective Time and (ii) any material failure on its part Merger set forth in Article VII to comply with or satisfy any covenant, condition or agreement to not be complied with or satisfied by it hereunderprior to the Termination Date; provided, however, that the delivery of any notice pursuant to this Section 6.11 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice, except as provided in Section 6.11(b) below. (b) Until the Closing, Acquiror and Target The Company shall have the continuing obligation right to promptly supplement update the information contained sections of the Company Disclosure Letter that relate to the representations and warranties of the Company in their respective disclosure schedules attached hereto Section 5.1 hereof with respect to any matter hereafter arising which arises or is discovered after the date hereof (and which the Company did not knowingly fail to disclose as of the date hereof) which, if in existence on the date hereof and known at the date of this Agreement, would have been required to be set forth in the Company Disclosure Letter (any such matter or described in such disclosure schedules. (c) Neither matters, "Supplementary Disclosed Matters"). The parties agree that any Supplementary Disclosed Matters or the supplementation previous absence of the disclosure schedules pursuant to in the obligation in Section 6.11(b) nor any disclosure after the date hereof of the untruth Company Disclosure Letter of any representation and warranty made in this Agreement shall operate as a cure of any breach of Supplementary Disclosed Matters (i) shall only be considered for purposes of the failure to disclose the information, nor condition in Section 7.2(d) and (ii) any untrue representation shall not be considered (and shall be disregarded) for purposes of determining whether the condition in Section 7.2(a) is satisfied or warranty made hereinwhether Parent is entitled to terminate this Agreement pursuant to Section 8.4(a) or Section 8.4(f) and shall not be considered a breach of this Agreement.

Notification of Certain Matters; Supplemental Disclosure. (a) Each of Target, Acquiror Sensytech and Acquisition Sub Argon agrees to give prompt notice to each other of, and to use their respective commercially reasonable best efforts to prevent or promptly remedy, (i) the occurrence or failure to occur or the impending or threatened occurrence or failure to occur, of any event which occurrence or failure to occur would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (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 6.11 6.12 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. (b) Until the Closing, Acquiror Sensytech and Target Argon shall have the continuing obligation to promptly supplement the information contained in their respective disclosure schedules attached hereto with respect to any matter hereafter arising or discovered which, if in existence on the date hereof and known at the date of this Agreement, would have been required to be set forth or described in such disclosure schedules. (c) Neither the supplementation of the disclosure schedules pursuant to the obligation in Section 6.11(b6.12(b) nor any disclosure after the date hereof of the untruth of any representation and warranty made in this Agreement shall operate as a cure of any breach of (i) the failure to disclose the information, nor (ii) any untrue representation or warranty made herein.