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Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, 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 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Appears in 9 contracts

Samples: Agreement and Plan of Reorganization (Quickturn Design Systems Inc), Agreement and Plan of Reorganization (Neurocrine Biosciences Inc), Agreement and Plan of Reorganization (Network Associates Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i1) the occurrence or non-occurrence of any eventevent known to it which would reasonably be expected to, individually or in the occurrence aggregate, (A) have a Material Adverse Effect on it or non-occurrence of which is likely to (B) cause any representation or warranty of the Company and Parent, respectively, contained condition set forth in this Agreement Article VI to be untrue or inaccurate unsatisfied in any material respect at or any time prior to the Effective Time and Time; or (ii2) any failure action, suit, proceeding, inquiry or investigation pending or, to the knowledge of the Company Company, threatened which questions or Parent, as challenges the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereundervalidity of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.8 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice nor shall the party giving such notice be prejudiced with respect to any such matters solely by virtue of having given such notice.

Appears in 7 contracts

Samples: Merger Agreement (Invitrogen Corp), Merger Agreement (Invitrogen Corp), Merger Agreement (Alltel Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentSub, as the case may be, 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 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 5 contracts

Samples: Merger Agreement (Telxon Corp), Merger Agreement (Fred Meyer Inc), Merger Agreement (K N Energy Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parentthe Parent and the Sub, and the Parent or the Sub, as the case may be, shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any event, event the occurrence or non-occurrence effect of which is likely to cause any representation or warranty of the Company and Parent, respectively, such party contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, 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 delivery of any notice pursuant to this Section 5.9 5.08 shall not limit or otherwise affect any the remedies available hereunder to any of the party parties receiving such notice.

Appears in 5 contracts

Samples: Merger Agreement (Living Centers of America Inc), Agreement and Plan of Merger (Living Centers of America Inc), Agreement and Plan of Merger (Chase Equity Associates L P)

Notification of Certain Matters. The Company shall give provide prompt notice to ParentParent and Acquisition, and Parent and Acquisition shall give provide prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is has caused or would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be become untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentAcquisition, as the case may be, to comply with or satisfy in any material respect 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 5.9 5.10 shall not cure such breach or non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 5 contracts

Samples: Merger Agreement (K2 Inc), Merger Agreement (K2 Inc), Merger Agreement (K2 Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of (i) any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy in any material respect 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 5.9 4.5 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 5 contracts

Samples: Merger Agreement (Dillard Department Stores Inc), Merger Agreement (Minot Mercantile Corp), Merger Agreement (Mercantile Stores Co Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be materially untrue or inaccurate at inaccurate, or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentAcquisition Sub, as the case may be, materially 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 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 5 contracts

Samples: Merger Agreement (Duff & Phelps Credit Rating Co), Merger Agreement (Chaparral Resources Inc), Merger Agreement (Fsa Acquisition Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, Parent or Parentthe Purchaser, as the case may be, 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 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 5 contracts

Samples: Merger Agreement (Advanced Environmental Systems Inc), Merger Agreement (Phonetel Technologies Inc), Merger Agreement (Communications Central Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause (x) any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior (y) any covenant, condition or agreement contained in this Agreement not to the Effective Time be complied with or satisfied and (ii) any failure of Parent or the Company or ParentCompany, as the case may be, 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 5.9 6.02 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 4 contracts

Samples: Merger Agreement (Medplus Inc /Oh/), Merger Agreement (Medplus Inc /Oh/), Merger Agreement (Medplus Inc /Oh/)

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, 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 5.9 5.8 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 4 contracts

Samples: Merger Agreement (HFS Inc), Merger Agreement (American Studios Inc), Merger Agreement (Pca International Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence of any eventevent the occurrence, the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, Parent or ParentPurchaser, as the case may be, 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 5.9 5.10 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 4 contracts

Samples: Merger Agreement (Brining David R), Merger Agreement (Kci Acquisition Corp), Merger Agreement (Valley Forge Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 7.08 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 4 contracts

Samples: Merger Agreement (Thomson Corp), Merger Agreement (Thomson Corp), Merger Agreement (Thomson Corp)

Notification of Certain Matters. The Company shall give prompt ------------------------------- notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or the Principal Shareholders and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, 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 5.9 5.14 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)

Notification of Certain Matters. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement herein to be untrue or inaccurate in any material respect at or prior to the Effective Time Date and (ii) any material failure of the Company or Parent, as the case may be, 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 5.9 7.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 3 contracts

Samples: Merger Agreement (Richton International Corp), Merger Agreement (Deere & Co), Merger Agreement (FRS Capital Co LLC)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to will cause any representation or warranty of the Company and or Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (iib) any failure of the Company or Parent, as the case may be, 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 5.9 5.7 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Appears in 3 contracts

Samples: Merger Agreement (Wellcare Management Group Inc), Merger Agreement (Wellcare Group Inc), Merger Agreement (Wellcare Management Group Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of event which is likely to cause any representation or warranty of the Company and ParentParent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, 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 5.9 5.10 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Carrier Access Corp), Merger Agreement (New Era of Networks Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence of any eventevent the occurrence, the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, 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 5.9 5.8 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 3 contracts

Samples: Merger Agreement (L 3 Communications Corp), Merger Agreement (Aydin Corp), Merger Agreement (Aydin Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-non- occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder or under any Ancillary Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.11 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 3 contracts

Samples: Merger Agreement (Tumbleweed Communications Corp), Merger Agreement (Interface Systems Inc), Merger Agreement (Tumbleweed Communications Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is has caused or would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement by such first party to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, by such first party to comply with or satisfy in any material respect 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 5.9 5.8 shall not cure such breach or non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 3 contracts

Samples: Merger Agreement (Intel Corp), Merger Agreement (Intel Corp), Merger Agreement (DSP Communications Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-non- occurrence of which is likely to cause causes any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect, and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, 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 5.9 6.08 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 3 contracts

Samples: Merger Agreement (Shopko Stores Inc), Merger Agreement (Citigroup Inc), Merger Agreement (Pamida Holdings Corp/De/)

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder or under any Ancillary Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.13 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 3 contracts

Samples: Merger Agreement (Worldtalk Communications Corp), Merger Agreement (Tumbleweed Communications Corp), Merger Agreement (Tumbleweed Communications Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, Parent or Parentthe Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Extendicare Inc /Can/), Merger Agreement (Arbor Health Care Co /De/)

Notification of Certain Matters. The Company shall give prompt written notice to the Parent, and the Parent shall give prompt written notice to the Company, of (ia) the occurrence, or nonoccurrence, of any event the occurrence or non-occurrence of any event, the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, such party contained in this Agreement herein to be untrue or inaccurate in any material respect at or prior to the Effective Time Date and (iib) any material failure of the Company or the Parent, as the case may be, 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 5.9 5.12 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Corillian Corp), Merger Agreement (Intelidata Technologies Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of of: (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be reasonably likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and Time; and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition condition, or agreement to be complied with or satisfied by it hereunder; , provided, however, that the delivery of any notice pursuant to this Section 5.9 5.05 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Minuteman International Inc), Merger Agreement (Minuteman International Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company or Parent and ParentSub, respectivelyas the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (iib) any material failure of the Company or Parent, as the case may be, 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 5.9 5.10 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Exel LTD), Merger Agreement (Nac Re Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is could be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company Company, Parent or ParentSub, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (About Com Inc), Merger Agreement (About Com Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any event, the occurrence or non-occurrence of event which is would be reasonably likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company by such party (or ParentPurchaser, as in the case may be, of Parent) in any material respect 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 5.9 6.2 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Alcoa Inc), Merger Agreement (Howmet International Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to cause causes any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect, and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, 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 5.9 6.07 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (HSC Acquisition Corp), Merger Agreement (Hills Stores Co /De/)

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder or under any Ancillary Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.11 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Valicert Inc), Merger Agreement (Tumbleweed Communications Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the 42 49 delivery of any notice pursuant to this Section 5.9 6.4 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Morgan Associates Inc), Merger Agreement (Kinder Richard D)

Notification of Certain Matters. The Company shall give provide prompt notice to ParentParent and Acquisition, and Parent and Acquisition shall give provide prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is has caused or would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be become untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentAcquisition, as the case may be, to comply with or satisfy in any material respect 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 5.9 5.10 shall not cure such breach or non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Valueclick Inc/Ca), Merger Agreement (Fastclick Inc)

Notification of Certain Matters. The Company shall give prompt notice ------------------------------- to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to may cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, 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 5.9 5.11 -------- ------- shall not limit or otherwise affect any remedies available to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Talk City Inc), Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.07 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Osi Pharmaceuticals Inc), Merger Agreement (Cell Pathways Inc /De)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of of: (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely could reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and in any material respect; and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply in any material respect with or satisfy in any covenant, condition material respect any covenant or agreement to be complied with or satisfied by it hereunder; provided. However, however, that the delivery of any notice pursuant to this Section 5.9 6.08 shall not limit or otherwise affect any the remedies available hereunder to the party giving or receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Naturex S.A.), Merger Agreement (Pure World Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company or Parent and ParentSub, respectivelyas the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (iib) any material failure of the Company or Parent, as the case may be, 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 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Igo Corp), Merger Agreement (Mobility Electronics Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any event, event the occurrence or non-occurrence of which is likely reasonably would reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement required to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 7.07 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (McKesson Corp), Merger Agreement (D & K Healthcare Resources Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, 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 5.9 5.06 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Novartis Inc), Agreement and Plan of Merger (Novartis Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, materially 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 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Superior Telecom Inc), Merger Agreement (Superior Telecom Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is likely to cause causes any representation of its respective representations or warranty of the Company and Parent, respectively, warranties contained in this Agreement to be materially untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy in any covenantmaterial respect any of its respective covenants, condition conditions or agreement agreements required to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.5 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such noticenotice and this Section 6.5 will not constitute a covenant, obligation or agreement for purposes of Article VIII hereof.

Appears in 2 contracts

Samples: Merger Agreement (ARBINET Corp), Merger Agreement (Primus Telecommunications Group Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, in each case, upon its discovery of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 7.08 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Ericsson MPD Acquisition Corp), Merger Agreement (Microwave Power Devices Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be materially untrue or inaccurate at inaccurate, or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentAcquisition, as the case may be, materially 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 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Laidlaw Inc), Merger Agreement (American Medical Response Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence of any eventevent the occurrence, the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, 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 5.9 5.11 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Handy & Harman), Merger Agreement (Handy & Harman)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any third party (other than parties to investment advisory agreements) alleging that the consent of such third party is or may be required in connection with the transactions 39 contemplated by this Agreement, or (ii) the failure or prospective failure to satisfy any condition to the consummation of the transactions contemplated by this Agreement set out in Article VII hereof, or the occurrence or non-occurrence of any event, event which would permit the occurrence or non-occurrence termination of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderAgreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.11 shall not cure such non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Share Acquisition Agreement (Franklin Resources Inc), Share Acquisition Agreement (Franklin Resources Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be become materially untrue or inaccurate at inaccurate, or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, materially 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 5.9 shall not limit or otherwise affect any the remedies available hereunder to Parent or Merger Sub; and provided further that failure to give such notice shall not be treated as a breach of covenant for the party receiving purposes of Section 6.2(b) unless the failure to give such noticenotice results in material prejudice to Parent or Merger Sub.

Appears in 2 contracts

Samples: Merger Agreement (Oxford Automotive Inc), Merger Agreement (BMG North America LTD)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of (i) any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy in any material respect 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 5.9 6.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Dillard Department Stores Inc), Merger Agreement (Mercantile Stores Co Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, 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 5.9 6.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Nick Acquisition Corp), Merger Agreement (National Education Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely could reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 9.03 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Transaction Agreement (Rubicon Medical Corp), Transaction Agreement (Rubicon Medical Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-non- occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, 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 5.9 6.5 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ax Acquisition Corp), Merger Agreement (Dh Technology Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of and the Company shall give prompt notice to Parent, of: (i) the occurrence occurrence, or non-occurrence of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be reasonably likely to cause (x) any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect, and (ii) any the failure of the Company or Parent, as the case may be, Parent to comply with in any material respect or satisfy in any material respect any covenant, condition or agreement of such entity to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Zilog Inc), Merger Agreement (Zilog Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of of: (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and in any material respect; and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Starcraft Corp /In/), Merger Agreement (Starcraft Corp /In/)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is likely would reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be materially untrue or inaccurate at inaccurate, or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentAcquisition, as the case may be, materially 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 5.9 4.14 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Los Buenos Leasing Co Inc), Merger Agreement (Greyhound Lines Inc)

Notification of Certain Matters. The Company shall give prompt notice to the Parent, and the Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (iib) any material failure of the Company or the Parent, as the case may be, 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 5.9 5.6 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Cable Car Beverage Corp), Merger Agreement (Cable Car Beverage Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, such that the conditions set forth in Section 6.2(a) or (b) or Section 6.3(a) or (b) would not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.10 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Tibco Software Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, made by it contained in this Agreement to be becoming untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement, such that, (A) in the case of the Company, the conditions set forth in Section 6.2(a) or Section 6.2(b) would not be satisfied or (B) in the case of Parent or Merger Sub, the conditions set forth in Section 6.3(a) or Section 6.3(b) would not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to any of the party parties sending or receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Water Pik Technologies Inc), Merger Agreement (Probusiness Services Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, Parent or Parentthe Purchaser, as the case may be, 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 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Omnicare Inc), Merger Agreement (American Medserve Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely could reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply in any material respect with or satisfy in any covenant, condition material respect 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 5.9 6.08 shall not limit or otherwise affect any the remedies available hereunder to the party giving or receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Baycorp Holdings LTD), Agreement and Plan of Merger (Baycorp Holdings LTD)

Notification of Certain Matters. The Company shall give ------------------------------- prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-non- occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, Parent or Parentthe Purchaser, as the case may be, 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 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Hain Food Group Inc), Merger Agreement (Hain Food Group Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (iib) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 7.07 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Pfizer Inc), Merger Agreement (Esperion Therapeutics Inc/Mi)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall use its reasonable best efforts to give prompt notice to the Company, of and the Company shall use its reasonable best efforts to give prompt notice to Parent, of: (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any event, the occurrence or non-occurrence event of which it is aware and which would be reasonably likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at in any material respect, or prior to the Effective Time and (ii) any failure of Parent or the Company or ParentCompany, as the case may be, to comply in a timely manner 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 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Onyx Acceptance Corp), Merger Agreement (TFC Enterprises Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be materially untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement required to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.5 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice; and provided further that this Section 5.5 shall not constitute an obligation, covenant or agreement for purposes of Article VIII.

Appears in 2 contracts

Samples: Merger Agreement (Pogo Producing Co), Merger Agreement (Plains Exploration & Production Co)

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, Parent or Parentthe Purchaser, as the case may be, 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 5.9 5.8 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Riddell Sports Inc), Merger Agreement (Varsity Spirit Corporation)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any event, the occurrence or non-occurrence of event which is would be reasonably likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company by such party (or ParentPurchaser, as in the case may be, of Parent) in any material respect 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 5.9 5.2 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Opto Circuits (India) LTD), Merger Agreement (Criticare Systems Inc /De/)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is has caused or would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement by such first party to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, by such first party to comply with or satisfy in any covenant, material respect 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 5.9 5.8 shall not cure such breach or non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 2 contracts

Samples: Merger Agreement (Intel Corp), Merger Agreement (Coachmen Industries Inc)

Notification of Certain Matters. The Company shall ------------------------------- give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, -------- ------- that the delivery of any notice pursuant to this Section 5.9 7.08 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (Cousin Acquisition Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence event which has caused or non-occurrence of which is likely to cause any representation or warranty of the Company and ParentCompany, Parent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, 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 5.9 6.10 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Concord Communications Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company Company, Parent or ParentSub, as the case may be, 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 5.9 5.06 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (Nematron Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentSub, as the case may be, 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 5.9 6.3 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (Nu Skin Enterprises Inc)

Notification of Certain Matters. The Company shall ------------------------------- give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, 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 5.9 5.06 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (Dma Holdings Inc /In)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely could reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 7.06 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Acquisition Agreement (Orthofix International N V)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time Closing Date and (ii) any failure of the Company or Parent, as the case may be, 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 5.9 6.8 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (CKS Group Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, 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 5.9 5.06 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.. 18

Appears in 1 contract

Samples: Merger Agreement (Audio Communications Network Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of event which is would be likely to cause any representation or warranty of the Company and or Parent, respectivelyHolding Sub and Merger Sub, as the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (iib) any material failure or inability of the Company or Parent, as the case may be, 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 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (SCH Holdings Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-non- occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, 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 5.9 6.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (National Education Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder or under any Ancillary Agreement; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 6.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (Hewlett Packard Co)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be 65 untrue or inaccurate in any material respect at or prior to the Effective Time and (iib) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (Revco D S Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.06 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Auto Data Network)

Notification of Certain Matters. The Company shall give prompt notice to the Parent, and the Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company Company, the Parent or Parentthe Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 6.07 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (Aquapenn Spring Water Company Inc)

Notification of Certain Matters. The Company shall ------------------------------- give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time Offer Closing Date and (ii) any material failure of the Company Company, Parent or Parentthe Sub, as the case may be, 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 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gem Nevada LLC)

Notification of Certain Matters. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of event which is likely to cause any representation or warranty of the Company and ParentCompany, respectivelyon the one hand, or Parent or Merger Sub, on the other hand, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may beapplicable, to comply with or satisfy in any material respect 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 5.9 7.6 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (Citrix Systems Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, materially 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 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (Alcatel)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely could reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.07 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (Stantec Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of if (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be that is qualified by materiality becomes untrue or inaccurate at in any respect or prior to the Effective Time and any such representation or warranty contained in this Agreement that is not so qualified becomes untrue or inaccurate in any material respect, or (ii) any failure of the Company or Parent, as the case may be, materially 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 5.9 6.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (Price Legacy Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company Company, Parent or ParentMerger Subsidiary, as the case may be, to comply with or satisfy in any material respect 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 5.9 5.06 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Proxy Statement (Rhone Poulenc S A)

Notification of Certain Matters. The Company shall give prompt notice to Parentthe Parent and the Sub, and the Parent or the Sub, as the case may be, shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any event, event the occurrence or non-occurrence effect of which is likely to cause any representation or warranty of the Company and Parent, respectively, such party contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, 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 delivery of any notice pursuant to this Section 5.9 5.08 shall not limit or otherwise affect any the remedies available hereunder to any of the party parties receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (New Grancare Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely could reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy in any covenant, condition material respect any covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the Company's obligation pursuant to this Section 6.05 shall be limited to those matters as to which the Special Committee has knowledge; and provided, further, that the delivery of any notice pursuant to this Section 5.9 6.05 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (Henry Birks & Sons Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of event which is likely to cause any representation or warranty of the Company and ParentParent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, 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 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Polycom Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, its Subsidiaries or Parent, as the case may be, 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 5.9 6.11 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.; provided further that this Section 6.11 shall not constitute a covenant or agreement for the purpose of clause (c) or (d) of Annex A.

Appears in 1 contract

Samples: Merger Agreement (Moore Benjamin & Co)

Notification of Certain Matters. The Company shall give prompt notice ------------------------------- to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, 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 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usweb Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause (A) any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior (B) any covenant, condition or agreement contained in this Agreement not to the Effective Time be complied with or satisfied and (ii) any failure of Parent or the Company or ParentCompany, as the case may be, 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 5.9 5.03 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (Oak Industries Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any 36 representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (iib) any material failure of the Company or Parent, as the case may be, 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 5.9 5.10 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (Mac Frugals Bargains Close Outs Inc)

Notification of Certain Matters. The Company shall ------------------------------- give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence of any eventevent the occurrence, the occurrence or non-non- occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, 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 5.9 5.5 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (Wesco Financial Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any 46 representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, 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 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Corsair Communications Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of event which is likely to cause any representation or warranty of the Company and ParentParent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy in any material respect 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 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (Inktomi Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation of its representations or warranty of the Company and Parent, respectively, warranties contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, 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 5.9 6.08 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (Hochtief Ag)

Notification of Certain Matters. The Company shall give prompt written notice to the Parent, and the Parent shall give prompt written notice to the Company, of (ia) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement herein to be untrue or inaccurate in any material respect at or prior to the Effective Time Date and (iib) any material failure of the Company or the Parent, as the case may be, 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 5.9 5.13 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (Alcide Corp)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time Time, and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the . The delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such noticenotice and will not limit Company's ability to correct or resolve such inaccuracy or to cure such failure by the Effective Time.

Appears in 1 contract

Samples: Reorganization Agreement (PMC Sierra Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, promptly upon becoming aware of (ia) the occurrence any occurrence, or non-occurrence failure to occur, of any event, the which occurrence or non-occurrence of which failure to occur has caused or is reasonably likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or any time after the date hereof and prior to the Effective Time and (iib) any material failure of the Company or Parent, as the case may be, on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, provided that the delivery of any notice pursuant to this Section 5.9 6.11 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (Jostens Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, 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 5.9 6.4 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Appears in 1 contract

Samples: Merger Agreement (K N Energy Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence event which has caused or non-occurrence of which is likely to cause any representation or warranty of the Company and ParentCompany, Parent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 6.10 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Red Hat Inc)

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, any such party contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time Closing and (iib) any failure of the Company or Parentany such party, as the case may be, 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 5.9 5.5 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Appears in 1 contract

Samples: Share Exchange Agreement (8x8 Inc)