Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 16 contracts
Samples: Merger Agreement (Transportation Components Inc), Agreement and Plan of Organization (Transportation Components Inc), Agreement and Plan of Organization (Transportation Components Inc)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI IES upon obtaining knowledge of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco IES shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco IES contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco IES to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 7.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.87.7, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 10 contracts
Samples: Stock Purchase Agreement (Integrated Electrical Services Inc), Stock Purchase Agreement (Integrated Electrical Services Inc), Stock Purchase Agreement (Integrated Electrical Services Inc)
Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI URSI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at on or prior to the Closing Date and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder, provided no such notice shall be required until the Pricing Date with respect to the occurrence in the ordinary course of business of any event which would cause Schedules 5.10, 5.11 or 5.14 to be incorrect. TCI and Newco URSI shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco URSI contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI or Newco URSI to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.87.9, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 10 contracts
Samples: Agreement and Plan of Reorganization (United Road Service Inc), Merger Agreement (United Road Service Inc), Merger Agreement (United Road Service Inc)
Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI HOLDING of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI HOLDING and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI HOLDING or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of TCI HOLDING or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 9 contracts
Samples: Merger Agreement (Enfinity Corp), Merger Agreement (Enfinity Corp), Merger Agreement (Enfinity Corp)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunderPerson hereunder as of such date. TCI Parent and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI Parent or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any failure of TCI Parent or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder as of such date. The delivery of any notice pursuant to this Section 7.7 9.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.89.7, (ii) modify the conditions set forth in Sections 8 10 and 911, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 8 contracts
Samples: Merger Agreement (Alliance Group Inc), Merger Agreement (Alliance Group Inc), Merger Agreement (Alliance Group Inc)
Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI CSI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI CSI and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI CSI or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI CSI or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 7 contracts
Samples: Merger Agreement (Comfort Systems Usa Inc), Merger Agreement (Comfort Systems Usa Inc), Merger Agreement (Comfort Systems Usa Inc)
Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI MARINEMAX of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY as defined in Section 5 or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Closing, and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI MARINEMAX and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI MARINEMAX or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Closing, and (ii) any material failure of TCI MARINEMAX or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, ; (ii) modify the conditions set forth in Sections 8 and 9, ; or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 7 contracts
Samples: Agreement and Plan of Organization (Marinemax Inc), Agreement and Plan of Organization (Marinemax Inc), Merger Agreement (Marinemax Inc)
Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI VESTCOM of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person or entity hereunder. TCI VESTCOM and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of TCI VESTCOM or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI VESTCOM or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 7.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification notification may only be made pursuant to Section 7.87.7, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Vestcom International Inc), Agreement and Plan of Reorganization (Vestcom International Inc), Agreement and Plan of Reorganization (Vestcom International Inc)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Home of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI Home and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI Home or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI Home or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 6 contracts
Samples: Merger Agreement (Homeusa Inc), Agreement and Plan of Organization (Homeusa Inc), Merger Agreement (Homeusa Inc)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI CSLC and Sub, and CSLC and Sub shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders given by them and contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing and Effective Time, (ii) any material failure of any Stockholder the Company, CSLC, or Sub, as the Company case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The , (iii) any notice of, or other communication relating to, a default (or an event which with notice, lapse of time or both, would become a default) received by it or any of its Subsidiaries subsequent to the date hereof and prior to the Effective Time, under any material agreement or instrument, (iv) any notice or other communication from any person or entity alleging that the consent of such person or entity is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect or CSLC Material Adverse Effect (other than changes resulting from general economic conditions or conditions relating generally to the senior living industry) shall have occurred or reasonably be likely to occur; provided, however that the delivery of any notice pursuant to this Section 7.7 5.14 shall not be deemed to (i) modify the representations cure any breach or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, noncompliance under this Agreement or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Ilm Ii Senior Living Inc /Va), Merger Agreement (Ilm Ii Senior Living Inc /Va), Agreement and Plan of Merger (Capital Senior Living Corp)
Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI CTS of (i) the occurrence or non-occurrence of any event of which the COMPANY or the STOCKHOLDERS have knowledge, the occurrence or non-occurrence of which which, would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI CTS and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event of which CTS or NEWCO have knowledge, the occurrence or non-occurrence of which which, would be likely to cause any representation or warranty of TCI CTS or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI CTS or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 6 contracts
Samples: Merger Agreement (Condor Technology GRP), Merger Agreement (Condor Technology GRP), Merger Agreement (Condor Technology GRP)
Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI VPI of (i) the occurrence or non-occurrence of any event the occurrence or non- occurrence of which would be likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of any STOCKHOLDER or the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. VPI and NEWCO shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company VPI or the Stockholders NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of any Stockholder VPI or the Company NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 that is not accompanied by a proposed amendment or supplement to a schedule pursuant to Section 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 5 contracts
Samples: Merger Agreement (Vacation Properties International Inc), Merger Agreement (Vacation Properties International Inc), Merger Agreement (Vacation Properties International Inc)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI LandCARE of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI LandCARE and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI LandCARE or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI LandCARE or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 5 contracts
Samples: Merger Agreement (Landcare Usa Inc), Merger Agreement (Landcare Usa Inc), Merger Agreement (Landcare Usa Inc)
Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI METALS of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI METALS and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI METALS or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI METALS or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 5 contracts
Samples: Merger Agreement (Metals Usa Inc), Agreement and Plan of Organization (Metals Usa Inc), Merger Agreement (Metals Usa Inc)
Notification of Certain Matters. The Stockholders (a) Between the date hereof and the Effective Time of the Merger, each of LeukoSite and the Company shall give prompt notice to TCI shall, upon obtaining knowledge of any of the following, promptly notify the other of:
(i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger;
(ii) any actions, suits, claims, investigations or other judicial proceedings known to its executive officers commenced or threatened against such party or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 7.17 or which relate to the consummation of the Merger;
(iii) occurrence or non-occurrence of any other event the occurrence or non-occurrence of known to its executive officers which would be is likely to cause any representation or warranty of the Company or the Stockholders such party contained herein in this Agreement to be materially untrue or inaccurate in any material respect at or prior to the Closing and Effective Time; and
(iiiv) any failure of any Stockholder or the Company such party known to its executive officers to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. .
(b) In addition to its obligations set forth in Section 9.12(a), the Company shall promptly notify LeukoSite of any adverse determination or recommendation in connection with any governmental proceeding to license any of the Company's products and any report filed with the FDA regarding an unexpected fatal or life-threatening experience with respect to any such product.
(c) The delivery of any notice pursuant to this Section 7.7 9.12 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the any remedies available hereunder to the party receiving such noticea party.
Appears in 4 contracts
Samples: Merger Agreement (Leukosite Inc), Merger Agreement (Leukosite Inc), Merger Agreement (Leukosite Inc)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI CSLC, the Trust and Sub and CSLC, the Trust and Sub shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders given by them and contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing and Effective Time, (ii) any material failure of any Stockholder the Company, CSLC, the Trust or Sub, as the Company case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The , (iii) any notice of, or other communication relating to, a default (or an event which with notice, lapse of time or both, would become a default) received by it or any of its Subsidiaries subsequent to the date hereof and prior to the Effective Time, under any material agreement or instrument, (iv) any notice or other communication from any person or entity alleging that the consent of such person or entity is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect or CSLC Material Adverse Effect (other than changes resulting from general economic conditions or conditions relating generally to the senior living industry) shall have occurred or reasonably be likely to occur; provided, however that the delivery of any notice pursuant to this Section 7.7 5.15 shall not be deemed to (i) modify the representations cure any breach or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, noncompliance under this Agreement or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 4 contracts
Samples: Merger Agreement (Capital Senior Living Corp), Merger Agreement (Ilm Ii Senior Living Inc /Va), Merger Agreement (Capital Senior Living Corp)
Notification of Certain Matters. The Stockholders and the Company SELLER shall give prompt notice to TCI BUYER of (ia) the occurrence or non-occurrence of any event of which the SELLER has knowledge, the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders SELLER contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Closing, and (iib) any material failure of any Stockholder or the Company SELLER to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco BUYER shall give prompt notice to the Company SELLER of (ia) the occurrence or non-occurrence of any event of which BUYER has knowledge, the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI BUYER or Newco SELLER contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Closing, and (iib) any material failure of TCI BUYER or Newco SELLER to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 4.4 shall not be deemed to (ia) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.84.5, (iib) modify the conditions set forth in Sections 8 5 and 96, or (iiic) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Medifocus Inc.), Stock Purchase Agreement (Medifocus Inc.), Stock Purchase Agreement (Celsion Corp)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunderPerson hereunder as of such date. TCI Parent and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI Parent or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any failure of TCI Parent or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder as of such date. The delivery of any notice pursuant to this Section 7.7 9.5 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.89.6, (ii) modify the conditions set forth in Sections 8 10 and 9, 11 or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Alliance Group Inc), Asset Purchase Agreement (Alliance Group Inc), Asset Purchase Agreement (Alliance Group Inc)
Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company each COMPANY shall give prompt notice to TCI VPI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company any COMPANY or the Stockholders any STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company any COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI VPI and Newco the NEWCOS shall give prompt notice to the Company COMPANIES of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI VPI or Newco the NEWCOS contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of TCI VPI or Newco the NEWCOS to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 that is not accompanied by a proposed amendment or supplement to a schedule pursuant to Section 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Merger Agreement (Vacation Properties International Inc), Agreement and Plan of Organization (Vacation Properties International Inc), Agreement and Plan of Organization (Vacation Properties International Inc)
Notification of Certain Matters. The Stockholders (a) Each of Buyer, Merger Sub and the Company shall agrees to give prompt notice to TCI of (i) each other of, and to use their respective commercially reasonable efforts to prevent or promptly remedy, the occurrence or non-occurrence failure to occur, of any event the which occurrence or non-occurrence of which failure to occur would be likely to cause any representation of its representations or warranty of the Company or the Stockholders contained herein warranties in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing and (ii) any failure of any Stockholder or Effective Time; provided, however, that the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 4.3 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice. No disclosure after the date hereof of an inaccuracy of any representation and warranty made in this Agreement shall affect any representation or warranty made herein.
(b) The Company shall promptly notify Buyer of, and provide to Buyer a copy of, (i) any notice or other communication the Company, the Subsidiaries or any of their representatives receive from (y) any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or (z) any Governmental Authority alleging that the consent of such Governmental Authority is or may be required in connection with the transactions contemplated by this Agreement or (ii) any change(s) that, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect or to delay or impede the ability of any of the parties to perform their obligations under this Agreement or consummate the transactions contemplated hereby.
Appears in 3 contracts
Samples: Merger Agreement (Majesco), Merger Agreement (Majesco), Merger Agreement (InsPro Technologies Corp)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be is reasonably likely to cause any representation or warranty of the Company or the Stockholders such party contained herein in this Agreement to be materially untrue or inaccurate in any material respect at or prior to the Closing and inaccurate, (ii) any failure of any Stockholder or the Company or Parent, as the case may be, materially to comply with or satisfy in any material respect any material covenantsatisfy, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be is reasonably likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco by such party materially to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; (iii) the Company obtaining knowledge of a material breach by Parent, or Parent obtaining knowledge of a material breach by the Company, of their respective representations, warranties, or covenants hereunder of which the breaching party has not already given notice pursuant to clauses (i) or (ii); or (iv) the occurrence of any other event which would be reasonably likely (A) to have a Company Material Adverse Effect or (B) to cause any condition set forth in ANNEX A hereto to be unsatisfied in any material respect at any time prior to the consummation of the Offer; PROVIDED, HOWEVER, that the delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Merger Agreement (International Paper Co /New/), Merger Agreement (International Paper Co /New/), Merger Agreement (Shorewood Packaging Corp)
Notification of Certain Matters. The Stockholders (a) From time to time prior to the Closing, the Seller, EnStructure and the Company Parent shall promptly supplement or amend the Disclosure Schedule with respect to any matter arising after the date hereof that, if existing at, or occurring on, the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule. No supplement to or amendment of the Disclosure Schedule made after the date hereof pursuant to this section or otherwise shall be deemed to cure any breach of any representation, warranty or covenant made pursuant to this Agreement.
(b) The Seller, EnStructure and the Parent shall give prompt notice to TCI the Purchaser promptly after becoming aware of (i) the occurrence or non-occurrence of any event the whose occurrence or non-occurrence of which would be likely to cause either (A) any representation or warranty of the Company or the Stockholders contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing Date or (B) any condition set forth in Article IX to be unsatisfied in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of any Stockholder the Seller or the Company Parent or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 section shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Infrasource Services Inc), Asset Purchase Agreement (Infrasource Services Inc), Asset Purchase Agreement (Infrasource Services Inc)
Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI METALS of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI METALS and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI METALS or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI METALS or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) -42- modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Merger Agreement (Metals Usa Inc), Merger Agreement (Metals Usa Inc), Merger Agreement (Metals Usa Inc)
Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY ------------------------------- shall give prompt notice to TCI HDS of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco HDS shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco HDS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco HDS to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.87.9, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Merger Agreement (Hospitality Design & Supply Inc), Merger Agreement (Hospitality Design & Supply Inc), Agreement and Plan of Reorganization (Hospitality Design & Supply Inc)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI RV Centers of the Company's or any Stockholder's knowledge of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco RV Centers shall give prompt notice to the Company of RV Centers's knowledge of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco RV Centers contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco RV Centers to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 6.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.86.7, (ii) modify the conditions set forth in Sections 8 7 and 98, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Acquisition Agreement (Rv Centers Inc), Acquisition Agreement (Rv Centers Inc), Acquisition Agreement (Rv Centers Inc)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Purchaser, and Purchaser shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company or Purchaser, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party's knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to the Transactions, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, would be likely to cause any representation or warranty of the Company made by such party contained in this Agreement (A) that is qualified as to materiality or the Stockholders contained herein Material Adverse Effect to be untrue or inaccurate and (B) that is not so qualified to be untrue in any material respect at or prior to the Closing respect, and (iiiv) any material failure of any Stockholder or the Company such party to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition covenant or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 4.6 shall not be deemed to (ix) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made (nor shall any information provided pursuant to Section 7.84.5) be considered in determining whether any representation or warranty is true for purposes of Section 5.1 or the conditions to the Offer, (iiy) modify the conditions set forth in Sections 8 and 9, cure any breach or non-compliance with any other provision of this Agreement or (iiiz) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Tender Agreement (Odd Job Stores Inc), Tender Agreement (Odd Job Stores Inc), Tender Agreement (Odd Job Stores Inc)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI of Buyer after obtaining Knowledge of: (ia) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is likely to cause any representation or warranty of the Company contained in this Agreement or the Stockholders contained herein any Related Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Effective Time, and (iib) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 7.12 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 7.12, however, shall affect or be deemed to qualify, limit, modify, amend or supplement any representation or warranty contained herein or in the Disclosure Schedule, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions of this Agreement, or the rights of Buyer or any Indemnified Party under or arising out of a breach of this Agreement. For clarity, unintentional failure to give notice under this Section 7.12 shall not be deemed to (i) modify the representations or warranties hereunder be a breach of covenant under this Section 7.12 and shall constitute only a breach of the party delivering such noticeunderlying representation, which modification warranty, covenant, agreement or condition, as the case may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticebe.
Appears in 2 contracts
Samples: Merger Agreement (F5 Networks, Inc.), Merger Agreement (F5 Networks, Inc.)
Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI TSII of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco TSII shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco TSII contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco TSII to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 that is not accompanied by a proposed amendment or supplement to a schedule pursuant to Section 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Acquisition Agreement (Travel Services International Inc), Agreement and Plan of Organization (Travel Services International Inc)
Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI CEI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI CEI and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI CEI or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI CEI or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Merger Agreement (Collectibles Usa Inc), Merger Agreement (Collectibles Usa Inc)
Notification of Certain Matters. The Stockholders (a) XXXXXXX XX and the Company its Representatives shall give prompt notice to TCI HI-REIT, and HI-REIT and its Representatives shall give prompt notice to XXXXXXX XX, of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with the Mergers or the other transactions contemplated by this Agreement.
(b) XXXXXXX XX and its Representatives shall give prompt notice to HI-REIT, and HI-REIT and its Representatives shall give prompt notice to XXXXXXX XX, if (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders made by it contained herein to be in this Agreement becomes untrue or inaccurate in any material respect at such that it would be reasonable to expect that the applicable closing conditions would be incapable of being satisfied by the Outside Date or prior to the Closing and (ii) any failure of any Stockholder or the Company it fails to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to under this Section 7.7 Agreement; provided, that no such notification shall not be deemed to (i) modify the representations Disclosure Letters or warranties hereunder affect the representations, warranties, covenants or agreements of the party delivering such notice, which modification may only be made pursuant to Section 7.8, Parties (iior cure any breach thereof) modify or the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving obligations of the Parties under this Agreement. Notwithstanding anything to the contrary in this Agreement, the failure by either Party or their respective Representatives to provide such noticeprompt notice under this Section 7.6(b) shall not constitute a breach of covenant for purposes of Article VIII or Article IX.
Appears in 2 contracts
Samples: Merger Agreement (Hartman Short Term Income Properties XX, Inc.), Merger Agreement (Hartman Short Term Income Properties XX, Inc.)
Notification of Certain Matters. The Stockholders Parent shall give notice to the Company, and the Company shall give prompt notice to TCI the Parent, promptly upon any director or officer of the Parent or Company (as applicable) becoming aware of the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (a) (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company such party contained in this Agreement that is qualified as to materiality to be untrue or the Stockholders inaccurate in any respect or (ii) any other representation or warranty of such party contained herein in this Agreement to be untrue or inaccurate in any material respect respect, in each case at any time from and after the date of this Agreement until the Effective Time, or prior to the Closing and (iib) any material failure of any Stockholder the Parent and the Transitory Subsidiary or the Company Company, as the case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement. The Notwithstanding the above, (i) the delivery of any notice pursuant to this Section 7.7 shall will not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or the conditions to such party’s obligation to consummate the Merger and (ii) any breach of a representation or warranty by the Parent or the Company, as applicable, that does not itself give rise to a failure to satisfy the conditions set forth in Section 7.2(a) or 7.3(a) of this Agreement, as applicable, shall not give the non-breaching party the right to terminate this Agreement pursuant to Section 8(h) or Section 8(i) of this Agreement, as applicable.
Appears in 2 contracts
Samples: Merger Agreement (New Focus Inc), Merger Agreement (Bookham Technology PLC)
Notification of Certain Matters. The Stockholders Parent shall give prompt notice to the Company, and the Company shall give prompt notice to TCI Parent, of (i) the occurrence, or failure to occur, of any event, which occurrence or non-occurrence of any event the occurrence or non-occurrence of which failure to occur would be reasonably likely to cause (a)(i) any representation or warranty of the Company such party contained in this Agreement that is qualified as to materiality to be untrue or the Stockholders inaccurate in any respect or (ii) any other representation or warranty of such party contained herein in this Agreement to be untrue or inaccurate in any material respect respect, in each case at any time from and after the date of this Agreement until the Effective Time, or prior to the Closing and (iib) any material failure of any Stockholder Parent and the Merger Sub or the Company Company, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement. The In addition, Parent shall give prompt notice to the Company and the Company shall give prompt notice to Parent of any change or event having, or which could reasonably be expected to have, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, on such party or the ability for the conditions set forth in Article VII to be satisfied. Notwithstanding the above, the delivery of any notice pursuant to this Section 7.7 shall 6.14 will not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or the conditions to such party’s obligation to consummate the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Emc Corp), Merger Agreement (Legato Systems Inc)
Notification of Certain Matters. The Stockholders Stockholder and the Company shall give prompt notice to TCI Home of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any the Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI Home and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI Home or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI Home or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Merger Agreement (Homeusa Inc), Merger Agreement (Homeusa Inc)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing and Effective Time, (ii) any material failure of any Stockholder the Company, Parent or Acquisition, as the Company case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The , (iii) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by it or any of its Subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract material to the financial condition, properties, businesses or results of operations of it and its Subsidiaries taken as a whole to which it or any of its Subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any material adverse change in their respective financial condition, properties, businesses, results of operations or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.7 4.13 shall not be deemed to (i) modify the representations cure such breach or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, non-compliance or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Merger Agreement (American List Corp), Merger Agreement (Snyder Communications Inc)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Metals of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunderhereunder at or prior to the Closing. TCI and Newco Metals shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco Metals contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco Metals to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder at or prior to the Closing. The delivery of any notice pursuant to this Section 7.7 7.4 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions to Closing set forth in Sections 8 and 9herein, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Exchange Agreement (Metals Usa Inc), Merger Agreement (Metals Usa Inc)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Organization (Transportation Components Inc), Agreement and Plan of Organization (Transportation Components Inc)
Notification of Certain Matters. The Stockholders Company Shareholders and the Company shall will give prompt notice to TCI AremisSoft of (i) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of the Company or the Stockholders any Company Shareholder contained herein to be untrue or inaccurate incorrect in any material Material respect at on or prior to the Closing Date, and (ii) any Material failure of any Stockholder Company Shareholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person that Person hereunder. TCI and Newco shall AremisSoft will give prompt notice to the Company of (i) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of TCI or Newco AremisSoft contained herein to be untrue or inaccurate in any material respect at on or prior to the Closing Date, and (ii) any Material failure of TCI or Newco AremisSoft to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall will not be deemed to (i) modify the representations or warranties hereunder herein of the party delivering such that notice, or any other party, which modification may only be made only pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 911.7 of this Agreement, or (iiiii) limit or otherwise affect the remedies available hereunder to the party receiving such that notice.
Appears in 2 contracts
Samples: Share Purchase Agreement (Aremissoft Corp /De/), Share Purchase Agreement (Aremissoft Corp /De/)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Purchaser of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of any Stockholder Stockholders or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunderPerson hereunder as of such date. TCI and Newco Purchaser shall give prompt notice to the Company and Stockholders of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco Purchaser and Old ACG contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI Purchaser or Newco Old ACG to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder as of such date. The delivery of any notice pursuant to this Section 7.7 7.5 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.87.6, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Advanced Communications Group Inc/De/), Stock Purchase Agreement (Advanced Communications Group Inc/De/)
Notification of Certain Matters. The Stockholders STOCKHOLDER and the Company each COMPANY shall give prompt notice to TCI CSI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company such COMPANY or the Stockholders STOCKHOLDER contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder the STOCKHOLDER or the Company each COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI CSI and Newco each NEWCO shall give prompt notice to the Company such COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI CSI or Newco such NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI CSI or Newco such NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Merger Agreement (Comfort Systems Usa Inc), Merger Agreement (Comfort Systems Usa Inc)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI the Purchaser and the Purchaser shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence of any event the occurrence whose occurrence, or non-occurrence of which would be likely to cause either (x) any representation or warranty contained in this Agreement of the Company or the Stockholders contained herein such party to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing Effective Time or (y) any condition set forth in Annex I to be unsatisfied in any material respect at any time from the date hereof to the date the Purchaser purchases Shares pursuant to the Offer (except to the extent it refers to a specific date) and (ii) any material failure of the Company, the Purchaser or Parent, as the case may be, or any Stockholder officer, director, employee or the Company agent thereof, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 6.2 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or the representations or warranties of the parties or the conditions to the obligations of the parties hereto.
Appears in 2 contracts
Samples: Merger Agreement (Sage Group PLC), Merger Agreement (Best Software Inc)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent and Purchaser and Parent and Purchaser shall give prompt notice to the Company, of (ia) the occurrence or non-occurrence of any fact or event the whose occurrence or non-occurrence of which occurrence, as the case may be, would be reasonably likely to cause either (i) any representation or warranty of the Company or the Stockholders contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing and Effective Time or (ii) any condition or requirement set forth in Annex I to be unsatisfied at any time from the date hereof to the Appointment Time (except to the extent it refers to a specific date) and (b) any material failure of the Company, Purchaser or Parent, as the case may be, or any Stockholder officer, director, employee or the Company agent thereof, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 6.1 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or the representations or warranties of the parties, or the conditions to the obligations of the parties hereto. Each of the Company, Parent and Purchaser shall give prompt notice to the other parties hereof of any notice or other communications from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Cytyc Corp), Merger Agreement (Adeza Biomedical Corp)
Notification of Certain Matters. The Stockholders and Until the Company earlier of the Closing or the termination of this Agreement pursuant to Section 8.1, each party hereto shall promptly notify the other party in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to result in any of the conditions set forth in Section 6 or 7 of this Agreement becoming incapable of being satisfied. In furtherance of the foregoing, ParentCo (on behalf of the Sellers) shall give prompt notice to TCI the Purchaser of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence of which that would be likely to cause either (A) any representation or warranty of the Company or the Stockholders Sellers contained herein in this Agreement to be untrue or inaccurate in any material respect at any time after the date hereof, or prior to (B) directly or indirectly, any material adverse effect on the Closing and Business, (ii) any material failure of any Stockholder or the Company Sellers to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person them hereunder. TCI and Newco shall give prompt notice , or (iii) the termination of employment of any senior manager or the termination of employment or furlough of any material number of employees, in each case, to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior extent exclusively related to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenantBusiness. Notwithstanding the foregoing, condition or agreement to be complied with or satisfied by it hereunder. The the delivery of any notice pursuant to this Section 7.7 5.11 shall not (x) be deemed to (i) modify the representations amend or warranties hereunder of the party delivering such notice, which modification may only be made pursuant supplement any Schedule to Section 7.8this Agreement, (iiy) modify the conditions set forth in Sections 8 and 9be deemed to cure any breach of any representation, warranty covenant or agreement or to satisfy any condition, or (iiiz) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cavco Industries Inc), Asset Purchase Agreement (Fleetwood Enterprises Inc/De/)
Notification of Certain Matters. The Stockholders and Until the Acceptance Time: (a) the Company shall give prompt notice to TCI Parent of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably could be likely expected to cause any representation or warranty of the Company or the Stockholders contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to such that the Closing condition set forth in clause (e) of Annex A would not be satisfied, and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition covenant or agreement required to be complied with or satisfied by it hereunder such person hereunder. TCI that, in the case of the Company, the condition set forth in clause (f) of Annex A would not be satisfied; and Newco (b) 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 would reasonably could be likely expected to cause any representation or warranty of TCI Parent or Newco Purchaser contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing respect, and (ii) any failure of TCI Parent or Newco Purchaser to comply with or satisfy in any material respect any material covenant, condition covenant or agreement required to be complied with or satisfied by it either of them hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 7.09 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Merger Agreement (Cryocor Inc), Merger Agreement (Cryocor Inc)
Notification of Certain Matters. The Stockholders Seller and the Company shall give prompt notice to TCI Metals of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders Seller contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder Seller or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco Metals shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco Metals contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco Metals to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 4.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions to Closing set forth in Sections 8 and 9herein, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Merger Agreement (Metals Usa Inc), Merger Agreement (Metals Usa Inc)
Notification of Certain Matters. The Stockholders and the Company Zurn shall give prompt notice to TCI USI and USI shall give prompt xxxxce to Zurn of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence ocxxxxence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing and Effective Time, (ii) any material failure of any Stockholder Zurn, USI, Superholdco or the Company Merger Subsidiaries, as the case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The , (iii) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement material to the business, financial condition results of operations of it and its subsidiaries taken as a whole to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any material adverse change in business, financial condition or results of operations of it and its subsidiaries taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.7 5.11 shall not be deemed to (i) modify the representations cure such breach or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, non-compliance or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Merger Agreement (Us Industries Inc)
Notification of Certain Matters. (a) The Stockholders and the Company shall give prompt notice to TCI of (i) Corvis, and Corvis shall give prompt notice to the occurrence or non-occurrence Company, of any event the occurrence that results in or non-occurrence of which would be likely to cause may reasonably result in any representation or warranty of the Company or the Stockholders contained herein in this Agreement to be untrue or inaccurate in any material respect at (or, in the case of any representation or prior to the Closing warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and (ii) any failure of any Stockholder the Company, Corvis or Corvis Sub, as the Company case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 5.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
(b) Each of the Company and Corvis shall give prompt notice to the other of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the Related Agreements; (ii) any notice or other communication from any Governmental Authority in connection with the Merger or the Related Agreements; (iii) the occurrence of a default or event that, with notice or lapse of time or both, will become a default under any Material Agreement of the Company; and (iv) any event that is likely to delay or impede the ability of either Corvis or the Company to consummate the transactions contemplated by this Agreement or the Related Agreements or to fulfill their respective obligations set forth herein or therein.
Appears in 1 contract
Samples: Merger Agreement (Corvis Corp)
Notification of Certain Matters. The Stockholders Owners and the Company shall give prompt notice to TCI Home of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders Owners contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder Owner or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco Home shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco Home contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco Home to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Stockholders Major Shareholders and the Company shall give prompt notice to TCI SafeNet, and SafeNet 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 would be is likely to cause any representation or warranty of the Company on the one hand, or SafeNet on the Stockholders other, as the case may be, contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing (except for those representations and (ii) any failure warranties that are by their terms qualified by a standard of any Stockholder or the Company materiality, with respect to comply with or satisfy in any material respect any material covenant, condition or agreement to which notice shall be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company given of (i) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is likely to cause any such representation or warranty of TCI the Company or Newco SafeNet, as the case may be, contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Closing); and (iib) any failure of TCI the Company or Newco the Major Shareholders on the one hand, or SafeNet on the other, as the case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it in any material respect hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 6.11 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the any remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Stockholders STOCKHOLDER and the Company COMPANY shall give prompt notice to TCI CTS of (i) the occurrence or non-occurrence of any event of which the COMPANY or the STOCKHOLDER has knowledge, the occurrence or non-occurrence of which which, would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDER contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder the STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI CTS and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event of which CTS or NEWCO has knowledge, the occurrence or non-occurrence of which which, would be likely to cause any representation or warranty of TCI CTS or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI CTS or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Organization (Condor Technology GRP)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-non- occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Organization (Transportation Components Inc)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent as promptly as practicable of (ia) any event which would reasonably be expected to have a Company Material Adverse Effect; (b) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is reasonably likely to cause any representation or warranty of the Company or the Stockholders contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Effective Time and (iic) any failure of any Stockholder or the Company to comply with or satisfy any covenant hereunder, in any material respect any material covenantthe case of (b) and (c), condition solely to the extent that such occurrence, non-occurrence or agreement failure to comply would reasonably be expected to cause the conditions set forth in Article VI not to be complied with or satisfied by such person hereundersatisfied. TCI and Newco Parent shall give prompt notice to the Company as promptly as practicable of (i) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is likely to cause any representation or warranty of TCI or Newco contained herein Parent in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Effective Time and (ii) any failure of TCI or Newco Parent to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The In no event shall the delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) 5.8 limit or otherwise affect the any remedies available hereunder to the party receiving such notice, including with respect to all remedies contemplated by Article VII. No notification made pursuant to this Section 5.8 shall have the effect of satisfying any condition set forth in Article VI.
Appears in 1 contract
Samples: Merger Agreement (Criteo S.A.)
Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI VESTCOM of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Consummation Date and (ii) any material failure of any STOCKHOLDER or the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person or entity hereunder. VESTCOM and NEWCO shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of VESTCOM or NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder VESTCOM or the Company NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 7.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification notification may only be made pursuant to Section 7.87.7, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Share Purchase Agreement (Vestcom International Inc)
Notification of Certain Matters. The Stockholders Between the date hereof and the Closing Date, Company shall give prompt notice to TCI Buyer, and Buyer shall give prompt notice to the Company, of (ia) the occurrence or non-occurrence of any event or circumstance the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders such party contained herein in this Agreement to be untrue or inaccurate in any material respect if made at or prior to the Closing such time and (iib) any failure of any Stockholder or the Company or Buyer, as the case may be, to comply with or satisfy in any material respect any material covenantof such party’s covenants, condition conditions or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement agreements to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery or non-delivery of any notice required to be sent pursuant to this Section 7.7 5.07 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice. In addition, the Company shall give prompt written notice to Buyer, and Buyer shall give prompt written notice to the Company, of any notice or other communication (i) from any Person and the response thereto of the Company or the Subsidiaries or Buyer, as the case may be, or its or their Representatives alleging that the consent of such Person is or may be required in connection with this Agreement or the Merger, (ii) from any Governmental Authority and the response thereto of the Company or the Subsidiaries or Buyer, as the case may be, or its or their Representatives in connection with this Agreement or the Merger, and (iii) from or to the SEC.
Appears in 1 contract
Notification of Certain Matters. The Stockholders Parent shall give notice to the Company, and the Company shall give prompt notice to TCI the Parent, promptly upon any director or officer of the Parent or Company (as applicable) becoming aware of the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (a) (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company such party contained in this Agreement that is qualified as to materiality to be untrue or the Stockholders inaccurate in any respect or (ii) any other representation or warranty of such party contained herein in this Agreement to be untrue or inaccurate in any material respect respect, in each case at any time from and after the date of this Agreement until the Effective Time, or prior to the Closing and (iib) any material failure of any Stockholder the Parent and the Transitory Subsidiary or the Company Company, as the case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement. The Notwithstanding the above, (i) the delivery of any notice pursuant to this Section 7.7 shall will not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or the conditions to such party's obligation to consummate the Merger and (ii) any breach of a representation or warranty by the Parent or the Company, as applicable, that does not itself give rise to a failure to satisfy the conditions set forth in Section 7.2(a) or 7.3(a) of this Agreement, as applicable, shall not give the non-breaching party the right to terminate this Agreement pursuant to Section 8(h) or Section 8(i) of this Agreement, as applicable.
Appears in 1 contract
Notification of Certain Matters. The Stockholders and With respect to events known to them, the Company and OP shall give prompt notice to TCI the Contributors and Contributors shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders given by them and contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing and Date, (ii) any material failure of the Company, OP, or any Stockholder or Contributor, as the Company case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The , (iii) any notice of, or other communication relating to, a default (or an event which with notice, lapse of time or both, would become a default) received by the Company, OP, the Subsidiaries, Contributors or the Contributed Partnerships subsequent to the date hereof and prior to the Closing Date, under any material agreement or instrument, (iv) any notice or other communication from any person or entity alleging that the consent of such person or entity is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect or Contributor Material Adverse Effect (other than changes resulting from general economic conditions or conditions relating generally to the real estate industry) shall have occurred or reasonably be likely to occur; provided, however that the delivery of any notice pursuant to this Section 7.7 6.13 shall not be deemed to (i) modify the representations cure any breach or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, noncompliance under this Agreement or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice unless all of the non-breaching parties proceed with the Closing with full knowledge of the matters referred to in any such notice.
Appears in 1 contract
Notification of Certain Matters. The Stockholders and the Company Sellers shall give prompt notice to TCI Buyer of (i) the occurrence or non-occurrence nonoccurrence of any event event, the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Article III to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder Seller or the Company to comply with or satisfy in any material respect any material covenant, condition condition, or agreement to be complied with or satisfied by such person hereunder. TCI and Newco Buyer shall give prompt notice to the Company Sellers of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Article IV to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco Buyer to comply with or satisfy in any material respect any material covenant, condition condition, or agreement to be complied with or satisfied by it such person hereunder. The Except as the parties may otherwise agree, the delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 Articles VI and 9VII, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. (a) The Stockholders and the Company Contributor shall give prompt notice to TCI Clarant of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders Contributor contained herein to be untrue or inaccurate in any material respect at or prior to the Closing respect; and (ii) any material failure of any Stockholder or the Company Contributor to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person Person hereunder. TCI and Newco ;
(b) Clarant shall give prompt notice to the Company Contributor of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco Clarant contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco Clarant to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. ;
(c) The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.87.13, (ii) modify the conditions set forth in Sections Articles 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Stockholders Sellers and the Company shall give prompt notice to TCI Parent of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Article III to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder Seller or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI Crescent, Parent and Newco Sub shall each give prompt notice to the Company Sellers of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Article IV to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI Crescent, Parent or Newco Sub to comply with or satisfy in any material respect any material covenant, condition condition, or agreement to be complied with or satisfied by it each such person hereunder. The delivery of any notice pursuant to this Section 7.7 6.9 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 Articles VII and 9, VIII or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Stock Acquisition Agreement and Plan of Merger (Crescent Operating Inc)
Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI PC of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI PC and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI PC or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI PC or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Medical Manager Corp)
Notification of Certain Matters. (a) The Stockholders Company and the Company Stockholders shall give prompt notice to TCI UniCapital of (i) the occurrence or non-occurrence of any event known to any Stockholder or to the Company the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Article 6 to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Merger Effective Date and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco .
(b) UniCapital shall give prompt notice to the Company each Stockholder of (i) the occurrence or non-occurrence of any event known to UniCapital the occurrence or of non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and Article
(iic) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 8.13 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.88.14, (ii) modify the conditions set forth in Sections 8 9 and 9, 10 or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (Unicapital Corp)
Notification of Certain Matters. The Stockholders and the Company shall ------------------------------- give prompt notice to TCI USFloral of (i) the occurrence or non-occurrence of any event known to any Stockholder or the Company the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Section 6 to be untrue or inaccurate in any material respect at or prior to the Closing Date or Merger Effective Date and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco USFloral shall give prompt notice to the Company each Stockholder of (i) the occurrence or non-non- occurrence of any event known to USFloral the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Section 7 to be untrue or inaccurate in any material respect at or prior to the Closing Date or Merger Effective Date and (ii) any material failure of TCI or Newco USFloral to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 8.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.88.8, (ii) modify the conditions set forth in Sections 8 9 and 9, 10 or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (U S a Floral Products Inc)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI WORK of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would becomes known to them and which will or reasonably could be likely expected to cause any representation or warranty of the Company or the Stockholders any Stockholder contained herein to be untrue or inaccurate incorrect in any material respect at or prior to the Closing or on the IPO Closing Date and (iib) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person that Person hereunder. TCI and Newco WORK shall give prompt notice to the Company of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of TCI WORK or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing or on the IPO Closing Date and (iib) any material failure of TCI WORK or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 6.05 shall not be deemed to (ia) modify the representations or warranties hereunder herein of the party delivering such that notice, or any other party, which modification may only be made only pursuant to Section 7.86.06, (iib) modify the conditions set forth in Sections 8 and 9, Article VII or (iiic) limit or otherwise affect the remedies available hereunder to the party receiving such that notice.
Appears in 1 contract
Notification of Certain Matters. The Stockholders and the Company Sellers shall give prompt notice to TCI the Parent of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders Sellers contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of any Stockholder or the Company Sellers to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder as of such person hereunderdate. TCI and Newco The Parent shall give prompt notice to the Company Sellers of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI the Purchaser, Parent or Newco Old ACG contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI the Purchaser, Parent or Newco Old ACG to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder as of such date. The delivery of any notice pursuant to this Section 7.7 5.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.to
Appears in 1 contract
Samples: Asset Purchase Agreement (Advanced Communications Group Inc/De/)
Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY, ------------------------------- to the extent it comes to their attention, shall give prompt notice to TCI HDS (and deliver to HDS copies of relevant communications from third parties) of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco HDS, to the extent it comes to its attention, shall give prompt notice to the Company COMPANY (and deliver to the COMPANY copies of relevant communications from third parties) of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco HDS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco HDS to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.87.9, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Hospitality Design & Supply Inc)
Notification of Certain Matters. The Stockholders and the Company shall SurgiCare will give prompt notice to TCI IPS, and IPS will give prompt notice to SurgiCare, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause (A) any representation or warranty of the Company contained in this Agreement made by such Person that is qualified by materiality to be untrue or the Stockholders inaccurate, (B) any representation or warranty contained herein in this Agreement made by such Person that is not qualified by materiality to be untrue or inaccurate in any material respect at or prior (C) any covenant, condition or agreement contained in this Agreement applicable to the Closing and such Person not to be complied with or satisfied, (ii) any failure of any Stockholder SurgiCare or IPS, as the Company case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The hereunder and (iii) any notices received or provided by SurgiCare under the Stock Subscription Agreement, the Debt Exchange Agreement or the DCPS/MBS Acquisition Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.7 shall 5.03 will not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Orion Healthcorp Inc)
Notification of Certain Matters. (a) The Stockholders Company and the Company Stockholders shall give prompt notice to TCI UniCapital of (i) the occurrence or non-occurrence of any event known to any Stockholder or the Company the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Article 6 to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Merger Effective Date and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco .
(b) UniCapital shall give prompt notice to the Company each Stockholder of (i) the occurrence or non-occurrence of any event known to UniCapital the occurrence or of non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Article 7 to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Merger Effective Date and (ii) any material failure of TCI or Newco UniCapital to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. .
(c) The delivery of any notice pursuant to this Section 7.7 8.13 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.88.14, (ii) modify the conditions set forth in Sections 8 9 and 9, 10 or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (Unicapital Corp)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI ARS of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of the Company or the Stockholders any Stockholder contained herein to be untrue or inaccurate incorrect in any material respect at or prior to the Closing Date and (iib) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person that Person hereunder. TCI and Newco ARS shall give prompt notice to the Company of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of TCI or Newco ARS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (iib) any material failure of TCI or Newco ARS to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 4.06 shall not be deemed to (ia) modify the representations or warranties hereunder herein of the party delivering such that notice, or any other party, which modification may only be made only pursuant to Section 7.84.07, (iib) modify the conditions set forth or referred to in Sections 8 and 9, Article V or (iiic) limit or otherwise affect the remedies available hereunder to the party receiving such that notice.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (American Residential Services Inc)
Notification of Certain Matters. The Stockholders and the Company Seller shall give prompt deliver written notice to TCI the Buyer within three Business Days of (ia) the occurrence or non-occurrence of any event of which the Seller has knowledge, the occurrence or non-occurrence of which would be likely to cause has caused any representation or warranty of the Company Seller or the Stockholders contained herein to be become untrue or inaccurate in any material respect at or prior to the Closing Closing, and (iib) any failure of any Stockholder the Seller or the Company Stockholders to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person Seller or the Stockholders hereunder. TCI and Newco The Buyer shall give prompt notice within three Business Days to the Company Seller of (ia) the occurrence or non-occurrence nonoccurrence of any event of which the Buyer has knowledge, the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco the Buyer contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (iib) any failure of TCI or Newco the Buyer to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 6.06 shall not be deemed to (ia) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (iib) modify the conditions set forth in Sections 8 Articles VIII and 9IX, or (iiic) limit or otherwise affect the remedies available hereunder to the party receiving such notice, including, without limitation, termination of this Agreement as contemplated by Article XI.
Appears in 1 contract
Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY ------------------------------- shall give prompt notice to TCI HDS of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to before the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco HDS shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco HDS contained herein to be untrue or inaccurate in any material respect at or prior to before the Closing and (ii) any material failure of TCI or Newco HDS to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to under this Section 7.7 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to under Section 7.87.9, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Stockholders and the Company (a) IFM shall give prompt notice to TCI CryoLife of the following:
(i) the occurrence or non-occurrence nonoccurrence of any event known to IFM or the Stockholders whose occurrence or non-occurrence of which nonoccurrence would be likely to cause cause, either (A) any representation or warranty of the Company IFM or the Stockholders any Stockholder contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing and Closing, or (B) directly or indirectly, any Material Adverse Effect; or
(ii) any material failure of IFM, any Stockholder Stockholder, any officer, director, employee or the Company agent thereof, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The .
(b) CryoLife shall give prompt notice to IFM of the following:
(i) the occurrence or nonoccurrence of any event whose occurrence or nonoccurrence would be likely to cause either (A) any representation or warranty of CryoLife or Newco contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing, or (B) an event, the disclosure of which is required by the Exchange Act.
(ii) Any material failure of CryoLife or Newco, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.
(c) Notwithstanding the foregoing, the delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify waive or release the Stockholders from their representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticeunder this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Cryolife Inc)
Notification of Certain Matters. The Stockholders and the Company ASH shall give prompt notice to TCI Newco of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders ASH contained herein or in the ASH Disclosure Letter to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder or the Company ASH to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company ASH of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 7.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Merger Agreement (Nutrition for Life International Inc)
Notification of Certain Matters. The Stockholders and the Company AES shall give prompt notice to TCI NDI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders AES contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder or the Company AES to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco NDI shall give prompt notice to the Company AES of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco NDI contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco NDI to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 7.5 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.87.6, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. (a) The Stockholders Company and the Company Stockholders shall give prompt notice to TCI UniCapital of (i) the occurrence or non-occurrence of any event known to any Stockholder or the Company the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Article 6 to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Merger Effective Date and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco .
(b) UniCapital shall give prompt notice to the Company each Stockholder of (i) the occurrence or non-occurrence of any event known to UniCapital the occurrence or of non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Article 7 to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Merger Effective Date and (ii) any material failure of TCI or Newco UniCapital to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. .
(c) The delivery of any notice pursuant to this Section 7.7 8.13 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such 44 notice, which modification may only be made pursuant to Section 7.88.14, (ii) modify the conditions set forth in Sections 8 9 and 9, 10 or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (Unicapital Corp)
Notification of Certain Matters. The Stockholders and the Company Sellers shall give prompt notice to TCI the Parent of (ia) occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Sellers contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (b) any material failure of any Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Seller hereunder. The Parent shall give prompt notice to SSH Finland of (a) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders Parent contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (iib) any material failure of any Stockholder or the Company Buyers to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it Buyer hereunder. The delivery of any notice pursuant to this Section 7.7 4.11 shall not not, without the express written consent of the receiving party, be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8hereunder, (ii) modify the conditions set forth in Sections 8 and 9Article V hereof, as the case may be, or (iii) limit or otherwise affect the remedies available hereunder to the any party receiving such notice.hereto
Appears in 1 contract
Notification of Certain Matters. The Stockholders Stockholder and the Company shall give prompt notice to TCI QSI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco QSI shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco QSI contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco QSI to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 6.7 that is not accompanied by a proposed amendment or supplement to a schedule pursuant to Section 6.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.86.8, (ii) modify the conditions set forth in Sections 8 7 and 98, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Organization (Quanta Services Inc)
Notification of Certain Matters. The Stockholders FOUNDING STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI ICC of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders FOUNDING STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder FOUNDING STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI ICC and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI ICC or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI ICC or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, notice (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Stockholders Company and the Company Principal Stockholder shall give prompt notice to TCI CSI of (i) any occurrence or non-occurrence of any event which would be likely to cause any representation or warranty of the Company or the Principal Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of the Company or the Principal Stockholder to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by hereunder. CSI and Newco shall give prompt notice to the Company of (a) any occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders CSI contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (iib) any material failure of any Stockholder CSI or the Company Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI CSI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 5.7 shall not be deemed to (i1) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii2) modify the conditions to Closing set forth in Sections 8 and 9, herein or (iii3) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Selling Stockholders and the Company shall give prompt notice to TCI IDG of (ia) the occurrence existence or non-occurrence of each condition or any event the occurrence facts that will or non-occurrence of which would reasonably could be likely expected to cause any representation or warranty of the Company or the Stockholders any Selling Stockholder contained herein to be untrue or inaccurate incorrect in any material respect at or prior to the Closing or on the Closing Date and (iib) any Material failure of any Selling Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition condition, or agreement to be complied with or satisfied by such person that Person hereunder. TCI and Newco IDG shall give prompt notice to the Company of (i) the occurrence existence or non-occurrence of each condition or any event the occurrence facts that will or non-occurrence of which would reasonably could be likely expected to cause any representation or warranty of TCI or Newco IDG or, if applicable, Newco, contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) or on the Closing Date, any Material failure of TCI or IDG or, if applicable, Newco to comply with or satisfy in any material respect any material covenant, condition condition, or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 6.06 shall not be deemed to (i) modify the representations or warranties hereunder herein of the party delivering such that notice, or any other party (which modification may only be made only pursuant to Section 7.86.07), (ii) modify the conditions set forth in Sections 8 and 9Article VII, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such that notice.
Appears in 1 contract
Samples: Merger Agreement (Industrial Distribution Group Inc)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunderPerson hereunder as of such date. TCI and Newco 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 would be likely to cause any representation or warranty of TCI or Newco Parent contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI or Newco Parent to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder as of such date. The delivery of any notice pursuant to this Section 7.7 9.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.89.7, (ii) modify the conditions set forth in Sections 8 10 and 911, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Exchange (Advanced Communications Group Inc/De/)
Notification of Certain Matters. The Stockholders and (a) From time to time prior to the Closings, the Company shall promptly supplement or amend the Disclosure Schedule with respect to any matter arising after the delivery thereof pursuant hereto that, if existing at, or occurring on, the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule. No supplement to or amendment of the Disclosure Schedule made after the execution hereof by Purchaser pursuant to this section or otherwise shall be deemed to cure any breach of any representation or warranty made pursuant to this Agreement.
(b) Each party hereto shall promptly give prompt notice to TCI the other parties after becoming aware of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which fact that would be likely to cause either (A) any representation or warranty of the Company or the Stockholders contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the applicable Closing Date or (B) any condition set forth in Article VII to be unsatisfied in any material respect at any time from the date hereof to the applicable Closing Date and (ii) any material failure of any Stockholder party or the Company any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that (x) the delivery of any notice pursuant to this Section 7.7 section shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice and (y) the failure to give such notice shall not be required from and after the time the party to whom such notice is to be given has actual knowledge of the information required to be included in such notice.
Appears in 1 contract
Samples: Stock and Mortgage Loan Purchase Agreement (American Home Mortgage Investment Corp)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI CLC of the Company's or any Stockholder's knowledge of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco CLC shall give prompt notice to the Company of CLC's knowledge of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco CLC contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco CLC to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 7.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.87.7, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Selling Stockholders and the Company shall give prompt notice to TCI IDG of (ia) the occurrence existence or non-occurrence of each condition or any event the occurrence facts that will or non-occurrence of which would reasonably could be likely expected to cause any representation or warranty of the Company or the Stockholders any Selling Stockholder contained herein to be untrue or inaccurate incorrect in any material respect at or prior to the Closing or on the Closing Date and (iib) any material failure of any Selling Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition condition, or agreement to be complied with or satisfied by such person that Person hereunder. TCI and Newco IDG shall give prompt notice to the Company of (i) the occurrence existence or non-occurrence of each condition or any event the occurrence facts that will or non-occurrence of which would reasonably could be likely expected to cause any representation or warranty of TCI or Newco IDG or, if applicable, Newco, contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) or on the Closing Date, any Material failure of TCI or IDG or, if applicable, Newco to comply with or satisfy in any material respect any material covenant, condition condition, or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 6.07 shall not be deemed to (i) modify the representations or warranties hereunder herein of the party delivering such that notice, or any other party (which modification may only be made only pursuant to Section 7.86.08), (ii) modify the conditions set forth in Sections 8 and 9Article VII, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such that notice.
Appears in 1 contract
Samples: Uniform Provisions for the Acquisition of Founding Companies (Industrial Distribution Group Inc)
Notification of Certain Matters. The Stockholders Sellers and the Company Shareholders shall give prompt notice to TCI SLL of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of any of the Company or Sellers and the Stockholders Shareholders contained herein to be untrue or inaccurate incorrect in any material respect at or prior to the Closing Date and (iib) any material failure of any Stockholder Seller or the Company Shareholder to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person Seller or Shareholder hereunder. TCI and Newco The Buyer Parties shall give prompt notice to the Company of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will, or reasonably could be likely expected to cause any representation or warranty of TCI or Newco a Buyer Party contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (iib) any material failure of TCI or Newco a Buyer Party to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 5.6 shall not be deemed to (ia) modify the representations or warranties hereunder herein of the party Party delivering such that notice, which modification may only be made pursuant to Section 7.8or any other Party, (iib) modify the conditions set forth or referred to in Sections 8 and 9, Article VI or (iiic) limit or otherwise affect the remedies available hereunder to the party Party receiving such that notice.
Appears in 1 contract
Notification of Certain Matters. The Stockholders and To the Company extent known by Sellers, Sellers shall give prompt notice to TCI Buyer of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Article II to be materially untrue or inaccurate in any material respect at or prior to the Closing and Date, (ii) any material failure of any Stockholder or the Company Sellers to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by Sellers hereunder and (iii) any notice or other communication from any Person alleging that the consent or approval of such person hereunderPerson is or may be required in connection with the transactions contemplated by this Agreement (other than those consents and approvals indicated as required on Schedule 2.5(d)). TCI and Newco To the extent known by Buyer, Buyer shall give prompt notice to the Company Sellers of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Article III to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI or Newco Buyer to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it Buyer hereunder. The Except as otherwise provided in this Agreement, the delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 Articles VI and 9VII, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Asset Purchase Agreement (Spanish Broadcasting System Inc)
Notification of Certain Matters. The Stockholders EXCL and the Company American shall give prompt notice to TCI the other, of (i) the occurrence or non-occurrence of any event Event the occurrence or non-occurrence of which would be likely to cause (i) any representation or warranty made by it or any of the Company its Subsidiaries or the Stockholders Affiliates contained herein in this Agreement to be untrue or inaccurate in any material respect at such that one or prior to more of the conditions of Closing and might not be satisfied, or (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement made by it or any of its Subsidiaries or Affiliates contained in this Agreement not to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of satisfied, or (iiii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein change to be untrue made in the EXCL Disclosure Schedule or inaccurate the American Disclosure Schedule, as the case may be, in any material respect at such that one or prior to more of the conditions of Closing might not be satisfied, and (ii) any failure of TCI or Newco made by it to comply with or satisfy in satisfy, or be able to comply with or satisfy, any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The hereunder in any respect such that one or more of the conditions of Closing might not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Asset Exchange Agreement (American Radio Systems Corp /Ma/)
Notification of Certain Matters. The Stockholders and the Company Seller shall give prompt written notice to TCI Purchaser of (ia) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is likely to cause any representation or warranty of the Company or the Stockholders contained herein Seller in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing in any material respect and (iib) any failure of Seller in any Stockholder or the Company material respect to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The , and Purchaser shall give prompt written notice to Seller of (x) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of Purchaser in this Agreement to be untrue or inaccurate at or prior to the Closing in any material respect and (y) any failure of Purchaser 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 7.7 5.11 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the any remedies available hereunder to the party Party receiving such notice. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Advanced Micro Devices Inc)
Notification of Certain Matters. The Stockholders Seller and the Company shall give prompt notice to TCI Buyer of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Article III to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder Seller or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied in any material respect by such person hereunder. TCI and Newco Buyer shall give prompt notice to the Company Seller of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Article IV to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco Buyer to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied in any material respect by it such person hereunder. The delivery of any notice pursuant to this Section 7.7 6.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 Articles VII and 9, VIII or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY ------------------------------- shall give prompt notice to TCI HDS of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco HDS shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco HDS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco HDS to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.7.9,
Appears in 1 contract
Notification of Certain Matters. The Stockholders and the each Company ------------------------------- shall give prompt notice to TCI USFloral of (i) the occurrence or non-occurrence of any event known to any Stockholder or such Company the occurrence or non-non- occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Section 6 to be untrue or inaccurate in any material respect at or prior to the Closing Date or Merger Effective Date and (ii) any material failure of any Stockholder or the such Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco USFloral shall give prompt notice to the Company each Stockholder of (i) the occurrence or non-occurrence of any event known to USFloral the occurrence or of non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Section 7 to be untrue or inaccurate in any material respect at or prior to the Closing Date or Merger Effective Date and (ii) any material failure of TCI or Newco USFloral to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 8.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.88.8, (ii) modify the conditions set forth in Sections 8 9 and 9, 10 or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (U S a Floral Products Inc)
Notification of Certain Matters. The Stockholders STOCKHOLDER and the Company COMPANY shall give prompt notice to TCI CSI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDER contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder the STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI CSI and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI CSI or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI CSI or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Stockholders STOCKHOLDER and the Company COMPANY shall give prompt notice to TCI CTS of (i) the occurrence or non-occurrence of any event of which the COMPANY or the STOCKHOLDER have knowledge, the occurrence or non-occurrence of which which, would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDER contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder the STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI CTS and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event of which CTS or NEWCO have knowledge, the occurrence or non-occurrence of which which, would be likely to cause any representation or warranty of TCI CTS or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI CTS or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Organization (Condor Technology GRP)
Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI VPI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI VPI and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI VPI or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of TCI VPI or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 that is not accompanied by a proposed amendment or supplement to a schedule pursuant to Section 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Organization (Vacation Properties International Inc)
Notification of Certain Matters. The Stockholders and the Company I33 shall give prompt notice to TCI AppNet of (ia) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company I33 or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (iib) any material failure of any Stockholder I33 or the Company Stockholders to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person I33 or the Stockholders hereunder. TCI and Newco AppNet shall give prompt notice to the Company I33 of (ia) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco AppNet contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (iib) any material failure of TCI or Newco AppNet to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it AppNet hereunder. The delivery of any notice pursuant to this Section 7.7 6.5 shall not not, without the express written consent of the receiving party, be deemed to (iA) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8hereunder, (iiB) modify the conditions set forth in Sections 7 or 8 and 9hereof, as the case may be, or (iiiC) limit or otherwise affect the remedies available hereunder to the any party receiving such noticehereto.
Appears in 1 contract
Notification of Certain Matters. The Stockholders and the Company Seller shall give prompt notice to TCI RV Centers of the Seller's knowledge of (i) the occurrence or non-occurrence of any event the occurrence or non occurrence of which would be likely to cause any representation or warranty of the Seller contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of the Seller or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the Seller or the Company hereunder. RV Centers shall give prompt notice to the Seller of RV Centers's knowledge of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders RV Centers contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder or the Company RV Centers to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 6.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.86.7, (ii) modify the conditions set forth in Sections 8 7 and 98, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Stockholders and the Company shall SurgiCare will give prompt notice to TCI IPS, and IPS will give prompt notice to SurgiCare, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause (A) any representation or warranty of the Company contained in this Agreement made by such Person that is qualified by materiality to be untrue or the Stockholders inaccurate, (B) any representation or warranty contained herein in this Agreement made by such Person that is not qualified by materiality to be untrue or inaccurate in any material respect at or prior (C) any covenant, condition or agreement contained in this Agreement applicable to the Closing and such Person not to be complied with or satisfied, (ii) any failure of any Stockholder SurgiCare or IPS, as the Company case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The hereunder and (iii) any notices received or provided by SurgiCare under the Stock Subscription Agreement, the Debt Exchange Agreement or the DCPS/MBS Acquisition Agreement;provided, however, that the delivery of any notice pursuant to this Section 7.7 shall 5.03 will not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Merger Agreement (Surgicare Inc/De)
Notification of Certain Matters. The Stockholders (other than the ESOP) and the Company shall give prompt notice to TCI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Organization (Transportation Components Inc)
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunderhereunder as of such date. TCI Parent and Newco Old ACG shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI Parent or Newco Old ACG contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI Parent or Newco Old ACG to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder as of such date. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Exchange (Advanced Communications Group Inc/De/)
Notification of Certain Matters. The Stockholders Stockholder and the Company shall give prompt notice to TCI Parent of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunderPerson hereunder as of such date. TCI Parent and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI Parent or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any failure of TCI Parent or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder as of such date. The delivery of any notice pursuant to this Section 7.7 9.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.89.7, (ii) modify the conditions set forth in Sections 8 10 and 911, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI LandCARE of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco LandCARE shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco LandCARE contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco LandCARE to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Organization (Landcare Usa Inc)
Notification of Certain Matters. (a) The Stockholders and the Company shall give prompt notice to TCI UniCapital of (i) the occurrence or non-occurrence of any event known to any Individual Stockholder the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Article 6 to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco .
(b) UniCapital shall give prompt notice to the Company each Stockholder of (i) the occurrence or non-occurrence of any event known to UniCapital the occurrence or non-of non- occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Article 7 to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI or Newco UniCapital to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. .
(c) The delivery of any notice pursuant to this Section 7.7 8.13 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.88.14, (ii) modify the conditions set forth in Sections 8 9 and 9, 10 or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (Unicapital Corp)