Notification of Certain Matters. Seller shall have the right to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12).
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Clearway Energy LLC), Membership Interest Purchase Agreement (Clearway Energy LLC), Membership Interest Purchase Agreement (Clearway Energy, Inc.)
Notification of Certain Matters. (a) Seller shall have give prompt notice to Buyer if Seller becomes aware of (i) the right occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If to be untrue or inaccurate in any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance material respect at or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related prior to the bring-down Closing, and (ii) any material failure of representations and warranties) Seller to comply with or satisfy in any material respect any covenant, condition or agreement to be satisfiedcomplied with or satisfied by it hereunder; provided, then Purchaser may terminate however, that the delivery of any notice pursuant to this Agreement Section 5.8 shall not (a) limit or otherwise affect any remedies available to Buyer or (b) constitute an acknowledgment or admission by delivering notice Seller of termination a breach of this Agreement. No disclosure by Seller pursuant to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day periodthis Section 5.8, then Purchaser however, shall be deemed to have irrevocably waived its right amend or supplement the Seller Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant.
(b) Parent and Buyer shall give prompt notice to terminate Seller if either Parent or Buyer becomes aware of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of Parent or Buyer contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing, and (ii) any material failure of Parent or Buyer to comply with or satisfy in any material respect any covenant, condition or agreement to such item and its right be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in this Section 4.01, but 5.8(b) shall not (a) limit or otherwise affect any remedies available to Seller or (b) constitute an acknowledgment or admission by Parent or Buyer of a breach of this Agreement. No disclosure by Parent or Buyer pursuant to this Section 5.8(b), however, shall be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to amend or supplement the Parent Disclosure Schedule or prevent or cure any right misrepresentations, breach of indemnification to the extent such updates are solely to reflect the execution warranty or breach of any Tax Equity Document pursuant to and in accordance with Section 5.12)covenant.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Sirenza Microdevices Inc), Asset Purchase Agreement (Sirenza Microdevices Inc), Asset Purchase Agreement (Vari L Co Inc)
Notification of Certain Matters. Seller (a) The Company shall have give prompt notice to Surf Air of: (i) the right occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller the Company contained in this Agreement for purposes of Article 6. If to be untrue or inaccurate at or prior to the Effective Time, and (ii) any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any failure of the conditions set forth in Section 4.01 Company to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (other than those conditions related a) limit or otherwise affect any remedies available to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver party receiving such notice within such ten or (10b) Business Day periodconstitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, then Purchaser however, shall be deemed to have irrevocably waived its right amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.
(b) Surf Air shall give prompt notice to terminate the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with respect or satisfy any material covenant, condition or agreement to such item and its right be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in this Section 4.01, but 5.05 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 Surf Air pursuant to this Section 5.05, however, shall be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any right misrepresentations, breach of indemnification to the extent such updates are solely to reflect the execution warranty or breach of any Tax Equity Document pursuant to and in accordance with Section 5.12)covenant.
Appears in 3 contracts
Samples: Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.)
Notification of Certain Matters. Seller shall have the right (a) From time to deliver to Purchaser, not later than ten (10) Business Days time prior to the Closing Date(and in respect of (B) below within 20 Business Days of the date of receipt thereof), a the Shareholders shall promptly supplement to or amend the Disclosure Schedules Schedule by written notice to Purchaser with respect to (the “Closing Date Schedule Supplement”A) to disclose any matter arising after the date hereof, hereof that, if existing at or arising known at, or occurring on or prior to to, the date hereofof this Agreement, would have been required to be set forth or described in the Disclosure Schedules for the representations Schedule, and warranties of Seller set forth herein to be true (B) assessments and correct as of notifications received by a Warranted Subsidiary after the date hereof, and of this Agreement from a taxing authority which have been issued following a desk tax audit:
(i) No supplement or amendment to the Disclosure Schedules Schedule made after the execution hereof by Purchaser pursuant to this Section or otherwise shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty made pursuant to this Agreement or qualify any representation or warranty repeated on the Closing Date pursuant to this Agreement.
(ii) No supplement or amendment to the Disclosure Schedule made after the execution hereof pursuant to this Section or otherwise shall prejudice Purchaser’s rights to recover damages for breach of Seller this Agreement (including for breach of any representation or warranty).
(b) Each party hereto shall give notice to the other parties as soon as reasonably practicable after becoming aware of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would be reasonably expected to cause either (A) any representation or warranty contained in this Agreement for purposes of Article 6. If to be breached in any item material respect at any time from the date hereof to the Closing Date or (B) any condition set forth in Article VIII to be unsatisfied in any material respect at any time from the date hereof to the Closing Date Schedule Supplement discloses and (ii) any eventmaterial failure to comply with or satisfy any covenant, circumstance condition or development thatagreement to be complied with or satisfied by it hereunder; provided, individually however, that (x) the delivery of any notice pursuant to this section shall not limit or in otherwise affect the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any remedies available hereunder to the party receiving such notice and (y) such notice shall not be required to be given from and after the time the party to whom such notice is to be given has actual knowledge of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) information required to be satisfiedincluded in such notice.
(c) JVCo shall deliver to Purchaser, then Purchaser may terminate this Agreement on request (and at JVCo’s expenses) copies of (i) all audit reports, letter rulings, technical advice memoranda and similar documents issued by delivering notice of termination a Governmental Entity relating to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day periodnational, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement regional, local or foreign Taxes due from or with respect to such item JVCo or any JVCo Subsidiary and its right to not consummate (ii) any Closing agreements entered into by JVCo or any JVCo Subsidiary with any taxing authority, which come into the transactions contemplated hereby with respect to such item, in each case, possession of JVCo after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)date hereof.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (International Paper Co /New/)
Notification of Certain Matters. Seller (a) Each of the Company and Acquiror shall have promptly notify the right other of (i) any written notice received by such party (or any of its Subsidiaries or Representatives) from any Person alleging that the consent of such Person is or may be required in connection with the Offer or the Merger, if the failure to deliver obtain such consent would reasonably be expected to Purchasermaterially affect, not later than ten impede or impair the consummation of the Offer or the Merger and (10ii) Business Days prior any Legal Proceedings commenced or, to such party’s Knowledge, threatened in writing against, the Closing DateCompany or Acquiror or any of their respective Subsidiaries, a supplement that seek to materially impede or delay the Disclosure Schedules (consummation of the “Closing Date Schedule Supplement”) to disclose any matter arising after Offer or the date hereofMerger, or that make allegations that, if existing at or arising prior to the date hereoftrue, would have been required reasonably be expected to be set forth result in a Material Adverse Effect.
(b) The Company shall, promptly after the Disclosure Schedules for the representations and warranties Company obtains Knowledge of Seller set forth herein to be true and correct as any of the date hereoffollowing, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure notify Acquiror of (i) any breach or inaccuracy of any representation or warranty of Seller the Company contained herein in this Agreement for purposes any material respect at any time during the term hereof and (ii) any failure of Article 6. If the Company (or its Subsidiaries) to comply with or satisfy in any item set forth material respect any covenant or agreement to be complied with or satisfied by it hereunder, in each case if and only to the Closing Date Schedule Supplement discloses any eventextent that such inaccuracy, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developmentssuch failure, would prevent reasonably be expected to cause any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down obligations of representations Acquiror and warranties) Merger Sub to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby set forth in paragraph (c)(iii), paragraph (c)(iv) or paragraph (c)(v) of Annex I to fail to be satisfied at the then scheduled expiration of the Offer. For the avoidance of doubt, the delivery of any notice pursuant to this Section 6.12(b) shall not affect or be deemed to modify any representation or warranty (or cure any inaccuracy thereof) of the Company set forth in this Agreement or the conditions to the obligations of Acquiror and Acquisition Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder.
(c) Acquiror shall promptly notify the Company of (i) any inaccuracy of any representation or warranty of Acquiror or Merger Sub contained herein in any material respect at any time during the term hereof and (ii) any failure of Acquiror or Merger Sub to comply with or satisfy in any material respect any covenant or agreement to such itembe complied with or satisfied by it hereunder, in each casecase if and only to the extent that such inaccuracy, after giving effect or such failure, would reasonably be expected to such item prevent or materially delay the ability of Acquiror or Merger Sub to consummate the transactions contemplated by this Agreement (including the Offer and the Merger) or the ability of Acquiror and Merger Sub to fully perform their respective covenants and obligations under this Agreement. For the avoidance of doubt, the delivery of any notice pursuant to this Section 6.12(c) shall not affect or be deemed to modify any representation or warranty of the conditions Acquiror or Merger Sub set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification this Agreement or the conditions to the extent such updates are solely obligations of the Company to reflect consummate the execution of any Tax Equity Document pursuant transactions contemplated by this Agreement or the remedies available to and in accordance with Section 5.12)the parties hereunder.
Appears in 2 contracts
Samples: Merger Agreement (Move Inc), Merger Agreement (News Corp)
Notification of Certain Matters. Seller The Company shall have give prompt notice to Purchaser of (i) the right occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would be likely to deliver to Purchaser, not later than ten cause (10a) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller the Company contained in ARTICLE IV of this Agreement for purposes that is not qualified by materiality to be untrue or inaccurate in any material respect at or prior to the consummation of Article 6the Offer or (b) any representation or warranty of the Company contained in ARTICLE IV of this Agreement that is qualified by materiality to be untrue or inaccurate in any respect at or prior to the consummation of the Offer, and (ii) any failure of the Company to comply with or satisfy in any material respect any covenant, condition, or agreement to be complied with or satisfied by the Company hereunder. If The Company shall give prompt notice to Purchaser if there occurs any item set forth event which has resulted in or is reasonably likely to result in a Company Material Adverse Effect or, subject to the Closing Date Schedule Supplement discloses fiduciary duties of the Board, will prevent or result in a third party materially delaying the consummation of the Offer or the Merger. Purchaser shall give prompt notice to the Company of (i) the occurrence or nonoccurrence of any eventevent the occurrence or nonoccurrence of which would be likely to cause (a) any representation or warranty of Purchaser or Acquisition Sub contained in ARTICLE V of this Agreement that is not qualified by materiality to be untrue or inaccurate in any material respect at or prior to the consummation of the Offer or (b) any representation or warranty of the Purchaser or Acquisition Sub contained in ARTICLE V of this Agreement that is qualified by materiality to be untrue or inaccurate in any respect at or prior to the consummation of the Offer and (ii) any failure of Purchaser to comply with or satisfy any covenant, circumstance condition, or development thatagreement to be complied with or satisfied by Purchaser hereunder. The delivery of any notice pursuant to this Section shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of (ii) modify the conditions set forth in Section 4.01 ARTICLE VII, or (other than those conditions related iii) limit or otherwise affect the remedies available hereunder to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver party receiving such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)notice.
Appears in 2 contracts
Samples: Merger Agreement (Sunshine Acquisition Inc), Merger Agreement (Serengeti Eyewear Inc)
Notification of Certain Matters. Seller (a) CSC shall have give prompt written notice to Acquisition upon the right discovery of (x) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to deliver cause any representation or warranty made by them in this Agreement to Purchaser, not later than ten (10) Business Days be untrue or inaccurate in any material respect at or prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”y) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for material variances from the representations and warranties made by them in this Agreement, and such disclosures shall supplement the Schedules so designated in the updated disclosure delivered hereunder and (z) any material failure of CSC or the Seller set forth herein to comply with or satisfy any covenant, condition or agreement to be true and correct as complied with or satisfied by any of them hereunder; provided, however, that the date hereof, and the Disclosure delivery of any notice or supplemental Schedules pursuant to this Section 4.7(a) shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to not cure any such breach or inaccuracy non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.
(b) Parent shall give prompt written notice to CSC upon the discovery of (x) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of Seller contained made by it in this Agreement for purposes of Article 6. If to be untrue or inaccurate in any item set forth in material respect at or prior to the Closing Date Schedule Supplement discloses and (y) any eventmaterial variances from the representation and warranties made by it in this Agreement, circumstance or development that, individually or and such disclosures shall supplement the Schedules so designated in the aggregate when taken together with other previously disclosed eventsupdated disclosure delivered hereunder; provided, circumstances however, that the delivery of any notice or developments, would prevent any of supplemental Schedules pursuant to this Section 4.7(b) shall not cure such breach or non-compliance or limit or otherwise affect the conditions set forth in Section 4.01 (other than those conditions related remedies available hereunder to the bring-down party receiving such notice.
(c) Acquisition shall give prompt written notice to CSC upon the discovery of representations and warranties(x) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty made by it in this Agreement to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination untrue or inaccurate in any material respect at or prior to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule SupplementDate, (y) any material variances from the representation and warranties made by it in this Agreement, and such disclosures shall supplement the Schedules so designated in the updated disclosure delivered hereunder and (z) any material failure of Acquisition to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided provided, however, that if Purchaser does not deliver such the delivery of any notice within such ten (10or supplemental Schedules pursuant to this Section 4.7(c) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to cure such item (provided that updates shall not give rise to any right of indemnification breach or non-compliance or limit or otherwise affect the remedies available hereunder to the extent party receiving such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)notice.
Appears in 2 contracts
Samples: Purchase Agreement (Services International LLC), Purchase Agreement (Computer Sciences Corp)
Notification of Certain Matters. During the Pre-Closing Period, Seller shall, and shall have cause the right Company to, give prompt notice to deliver Buyer, of:
(a) any material communication from any union, employee or supplier;
(b) any breach of any Material Contract or consent requirement;
(c) any Order restraining, enjoining or otherwise restricting the consummation of the Contemplated Transactions or any complaint or threatened complaint seeking such an Order or (ii) such party’s receiving any notice from any Governmental Entity or any other Person of its intention (x) to Purchaserinstitute an investigation into, not later than ten or institute a Proceeding to restrain, enjoin or otherwise restrict, the consummation of the Contemplated Transactions or (10y) Business Days prior to nullify or render ineffective this Agreement or the Contemplated Transactions if consummated; and
(d) by written update to the Closing DateSeller Disclosure Schedule, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of made by Seller contained in this Agreement, either when such representation or warranty was made or thereafter which would result in a Material Adverse Effect. The delivery of any notice pursuant to this Section 4.3(d) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the rights of, or the remedies available to, Buyer; provided, however, that Seller shall be entitled to update the Seller Disclosure Schedule for purposes of Article 6. If any item set forth in Contracts required to be disclosed pursuant to Section 2.12 that are entered into between the date hereof and the Closing Date Schedule Supplement discloses any eventDate, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations extent such Contracts are entered into in accordance with Section 4.1(b), and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to the Seller within ten (10) Business Days of its receipt of the Closing Date Disclosure Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to be amended by any such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any updates as of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)Closing Date.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Sun Country Airlines Holdings, Inc.), Membership Interest Purchase Agreement (Sun Country Airlines Holdings, Inc.)
Notification of Certain Matters. Seller shall have the right to deliver to Purchaser, not later than ten (10A) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose Investar will promptly notify CFG in writing if it becomes aware of any matter arising after the date hereof, that, if existing at fact or arising prior to the date hereof, would have been required condition that makes or shows to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of untrue any representation or warranty made by Investar in, or any information disclosed on the Schedules provided to CFG by Investar under, this Agreement; reasonably would be expected to cause or constitute a breach of, of Seller failure to comply with, any of the covenants or agreements of Investar contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance Agreement; or development thatreasonably would be expected to give rise, individually or in the aggregate when taken together aggregate, to the failure to occur of any closing condition under this Agreement. No information received by CFG under this Section 6.10(A) will affect or be deemed to modify or waive any representation, warranty, covenant or agreement of Investar in this Agreement, any Schedules delivered in accordance with other previously this Agreement, any condition to CFG’s obligation to consummate the Contemplated Transactions or any remedies available to CFG under this Agreement.
(B) CFG will promptly notify Investar in writing if it becomes aware of any fact or condition that makes or shows to be untrue any representation or warranty made by CFG in, or any information disclosed eventson the Schedules provided to Investar by CFG under, circumstances this Agreement; reasonably would be expected to cause or developmentsconstitute a breach of, would prevent or failure to comply with, any of the conditions set forth covenants or agreements of CFG contained in Section 4.01 (other than those conditions related this Agreement; or reasonably would be expected to give rise, individually or in the aggregate, to the bring-down failure to occur of representations and warrantiesany closing condition under this Agreement. No information received by Investar under this Section 6.10(B) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall will affect or be deemed to have irrevocably waived its right to terminate modify or waive any representation, warranty, covenant or agreement of CFG in this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such itemAgreement, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and Schedules delivered in accordance with Section 5.12)this Agreement, any condition to Investar’s obligation to consummate the Contemplated Transactions or any remedies available to Investar under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Investar Holding Corp), Agreement and Plan of Reorganization (Investar Holding Corp)
Notification of Certain Matters. Seller (a) At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company shall have give prompt notice to Parent and Acquisition Sub upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the right Company to deliver comply with or satisfy in any material respect any covenant, condition or agreement to Purchaserbe complied with or satisfied by it under this Agreement, not later than ten (10) Business Days prior in any such case if and only to the Closing Dateextent that such untruth or inaccuracy, a supplement or such failure, would reasonably be expected to cause any of the conditions to the Disclosure Schedules (obligations of Parent and Acquisition Sub to consummate the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be transactions contemplated hereby set forth in the Disclosure Schedules for the representations paragraphs (C)(2) and warranties (C)(3) of Seller set forth herein Annex A to fail to be true and correct as satisfied at the then scheduled expiration of the date hereofOffer; provided, and the Disclosure Schedules however, that no such notification shall affect or be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of modify any representation or warranty of Seller contained the Company set forth in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down obligations of representations Parent and warranties) Acquisition Sub to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby by this Agreement or the remedies available to the parties hereunder or update any section of the Company Disclosure Letter; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 7.12(a).
(b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Acquisition Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Acquisition Sub to comply with or satisfy in any material respect any covenant, condition or agreement to such itembe complied with or satisfied by it under this Agreement, in each caseany such case if and only to the extent that such untruth or inaccuracy, after giving effect or such failure, would reasonably be expected to prevent, materially delay or materially impair the ability of Parent and Acquisition Sub to consummate the Merger and the transactions contemplated by this Agreement (including the Offer); provided, however, that no such item under notification shall affect or be deemed to modify any representation or warranty of the conditions Parent or Acquisition Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 4.017.12(b).
(c) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, but each of the Company and Parent shall not give prompt notice to the other of (i) any written notice from any Person alleging that the approval or consent of such Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated by this Agreement, and (ii) any written notice or other communication from any Governmental Authority in connection with the Offer, the Merger or the other transactions contemplated by this Agreement; provided, however, that no such notification shall affect or be deemed to have irrevocably waived its right modify any representation or warranty of any party set forth in this Agreement or the conditions to indemnification under Section 6.01 with respect the obligations of the parties to such item (consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder or update any section of the Company Disclosure Letter; and provided further, that updates the terms and conditions of the Confidentiality Agreement shall not give rise apply to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document information provided pursuant to and in accordance with this Section 5.127.12(c).
Appears in 2 contracts
Samples: Merger Agreement (Receptos, Inc.), Merger Agreement (Celgene Corp /De/)
Notification of Certain Matters. Seller (a) Each party shall have give prompt notice to the right other party of (i) the occurrence or failure to deliver occur of any event or the discovery of any information, which occurrence, failure or discovery would be likely to Purchasercause any representation or warranty on its part contained in this Agreement to be untrue, not later than ten inaccurate or incomplete after the date hereof or, in case of any representation or warranty given as of a specific date, would be likely to cause any such representation on its part contained in this Agreement to be untrue, inaccurate or incomplete in any material respect as of such specific date and (10ii) Business Days any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder.
(b) From time to time prior to the Closing DateEffective Time, a each party shall promptly supplement or amend any of its representations and warranties which apply to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising period after the date hereof, that, if existing at or arising prior hereof by delivering an updated Schedule to the other party pursuant hereto with respect to any matter hereafter arising which would render any such representation or warranty after the date hereof, would of this Agreement materially inaccurate or incomplete as a result of such matter arising. Such supplement or amendment to a party's representations and warranties contained in an updated Schedule shall be deemed to have been required to be set forth in the Disclosure Schedules for modified the representations and warranties of Seller set forth herein to be true and correct as of the date hereofdisclosing party, and no such supplement or amendment, or the Disclosure Schedules information contained in an updated Schedule, shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any constitute a breach or inaccuracy of any a representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplementdisclosing party; provided that no such supplement or amendment may cure any breach of a covenant or agreement of any party under Articles 4 or 5. Within 20 days after receipt of such supplement or amendment (or if Purchaser does cure is promptly commenced by the disclosing party, but is not deliver such notice effected within such ten the Cure Period (10) Business Day periodas defined below)), then Purchaser shall be deemed to have irrevocably waived the receiving party may exercise its right to terminate this Agreement pursuant to Section 7.1(i) hereof if the information in such supplement or amendment together with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, information in each case, after giving effect to such item under any or all of the conditions set forth in Section 4.01, but shall supplements or amendments previously provided by the disclosing party indicate that the disclosing party has suffered or is reasonably likely to suffer a Material Adverse Effect which either has not or cannot be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification cured within 30 days after disclosure to the extent such updates are solely to reflect receiving party (the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12"Cure Period").
Appears in 2 contracts
Samples: Merger Agreement (TCF Financial Corp), Agreement and Plan of Reorganization (Standard Financial Inc)
Notification of Certain Matters. Seller (a) Each party shall have give prompt notice to the right others of: (i) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default, received by it or any of its subsidiaries subsequent to deliver to Purchaser, not later than ten (10) Business Days the date of this Plan and prior to the Closing DateEffective Time, a supplement under any contract material to the Disclosure Schedules financial condition, properties, businesses or results of its operations, to which it or any subsidiary is a party or is subject; and (ii) any Material Adverse Effect or the “Closing Date Schedule Supplement”occurrence of any event which, so far as reasonably can be foreseen at the time of its occurrence, is reasonably likely to result in any such Material Adverse Effect. Each of the Company, Parent and Merger Sub shall give prompt notice to the other party of 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 Plan.
(b) From and after the due date hereof to disclose the Effective Time and at and as of the Effective Time, the Company shall supplement or amend any matter arising of its representations and warranties which apply to the period after the date hereof, that, if existing at or arising prior hereof by delivering monthly updates to the date hereofCompany Disclosure Letter ("Disclosure Letter Updates") to Parent with respect to any matter hereafter arising which, in its good faith judgment, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure render any breach or inaccuracy of any such representation or warranty after the date of Seller contained in this Agreement for purposes Plan materially inaccurate or incomplete as a result of Article 6such matter arising. If any item set forth in The Disclosure Letter Updates shall be provided to Parent on or before the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any 25th day of the conditions set forth in Section 4.01 each calendar month. Within twenty (other than those conditions related to the bring-down of representations and warranties20) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its days after receipt of any Disclosure Letter Update (or if cure is promptly commenced by the Closing Date Schedule Supplement; provided that if Purchaser does Company, but is not deliver such notice effected within such ten thirty (1030) Business Day perioddays after receipt of any Disclosure Letter Update (the "Cure Period")), then Purchaser shall be deemed to have irrevocably waived Parent may exercise its right to terminate this Agreement Plan pursuant to Section 7.1(f) hereof, if the information in such Disclosure Letter Update together with the information in any or all of the Disclosure Letter Updates previously provided Parent, indicates that a Material Adverse Effect with respect to such item and its right the Company has occurred or is reasonably likely to occur which either has not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall or cannot be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item cured within the Cure Period, or (provided that updates shall ii) which does not give rise to any right result primarily from changes in the general level of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)interest rates.
Appears in 2 contracts
Samples: Merger Agreement (Citizens Banking Corp), Merger Agreement (Citizens Banking Corp)
Notification of Certain Matters. Seller (a) Each party shall have give prompt notice to the right other party of (a) the occurrence or failure to deliver occur of any event or the discovery of any information, which occurrence, failure or discovery would be likely to Purchasercause any representation or warranty on its part contained in this Agreement to be untrue, not later than ten inaccurate or incomplete after the date hereof or, in case of any representation or warranty given as of a specific date, would be likely to cause any such representation on its part contained in this Agreement to be untrue, inaccurate or incomplete in any material respect as of such specific date and (10b) Business Days any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder.
(b) From time to time prior to the Closing DateEffective Time, a each party shall promptly supplement or amend any of its representations and warranties which apply to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising period after the date hereof, that, if existing at or arising prior hereof by delivering an updated Schedule to the other party pursuant hereto with respect to any matter hereafter arising which would render any such representation or warranty after the date hereof, would of this Agreement materially inaccurate or incomplete as a result of such matter arising. Such supplement or amendment to a party's representations and warranties contained in an updated Schedule shall be deemed to have been required to be set forth in the Disclosure Schedules for modified the representations and warranties of Seller set forth herein to be true and correct as of the date hereofdisclosing party, and no such supplement or amendment, or the Disclosure Schedules information contained in an updated Schedule, shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any constitute a breach or inaccuracy of any a representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplementdisclosing party; provided that no such supplement or amendment may cure any breach of a covenant or agreement of any party under Articles 4 or 5. Within 20 days after receipt of such supplement or amendment (or if Purchaser does cure is promptly commenced by the disclosing party, but is not deliver such notice effected within such ten the Cure Period (10) Business Day periodas defined below)), then Purchaser shall be deemed to have irrevocably waived the receiving party may exercise its right to terminate this Agreement pursuant to Section 7.1(i) hereof if the information in such supplement or amendment together with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, information in each case, after giving effect to such item under any or all of the conditions set forth in Section 4.01, but shall supplements or amendments previously provided by the disclosing party indicate that the disclosing party has suffered or is reasonably likely to suffer a Material Adverse Effect which either has not or cannot be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification cured within 30 days after disclosure to the extent such updates are solely to reflect receiving party (the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12"Cure Period").
Appears in 2 contracts
Samples: Merger Agreement (Winthrop Resources Corp), Merger Agreement (TCF Financial Corp)
Notification of Certain Matters. Seller (a) During the period from the date of this Agreement until the Closing, each of Parent and Purchaser shall have notify the right other in writing after learning of any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article VII impossible or unlikely, and Parent shall promptly notify Purchaser of all material developments affecting any of the Companies. Without limiting the generality of the foregoing, each of Parent and Purchaser shall advise the other in writing of any Legal Proceeding or claim threatened in writing, commenced or asserted against it with respect to deliver to Purchaser, not later than the transactions contemplated by this Agreement.
(b) During the period from the date of this Agreement until ten (10) Business Days prior to the Closing DateClosing, a Parent, Holdings and the Company shall supplement to or amend the Disclosure Schedules Letter (the such supplements or additions being referred to as “Closing Date Schedule SupplementSupplemental Disclosures”) with respect to disclose any matter arising after of which any of Parent, Holdings or the date hereof, thatCompany acquires knowledge which, if existing at or arising prior to occurring on or before the date hereofthis Agreement is executed, would have been required to be set forth or described in the Disclosure Schedules for the representations and warranties Letter. Parent agrees to advise Purchaser promptly in writing of Seller any matter or occurrence of which any of Parent, Holdings or Company has or obtains knowledge that would be required to be set forth herein or described in the Disclosure Letter. Prior to the Closing, for all purposes of this Agreement, including for purposes of determining whether the conditions set forth in Article VII have been fulfilled, the Disclosure Letter shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude all information contained in any Supplemental Disclosures other than (i) new or amended Material Contracts entered into or amended after the date of this Agreement consistent with the requirements of Section 5.01, (ii) Permit renewals after the date of this Agreement that contain substantially similar terms as the Permits being renewed, (iii) new Permits obtained after the date of this Agreement that were not required to be true and correct held as of the date hereofof this Agreement and (iv) Contracts entered into after the date of this Agreement consistent with the requirements of Section 5.01 relating to any Development Project (such supplements or additions being referred to as “Permitted Disclosure Updates”). Following the Closing, for purposes of the indemnification obligations of Parent and Holdings in Article X, any information with respect to any matter occurring after the date of this Agreement that is a Permitted Disclosure Schedules Update shall be deemed to be modified, supplemented and amended to include the items listed included in the Closing Date Schedule Supplement for all purposes hereunder, Disclosure Letter but no other than to cure any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser Supplemental Disclosure shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate be included in the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)Disclosure Letter.
Appears in 2 contracts
Samples: Purchase Agreement (Calpine Corp), Purchase Agreement (Pepco Holdings Inc)
Notification of Certain Matters. (a) Subject to Section 6.9(b), Seller shall have the right to deliver give prompt notice to Purchaser, not later than ten and Purchaser shall give prompt notice to Seller, of (10i) Business Days prior to the Closing Date, a supplement to occurrence or nonoccurrence of any event the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at occurrence or arising prior to the date hereof, nonoccurrence of which would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller contained in this Agreement for purposes (including the Seller Disclosure Letter) to be untrue or inaccurate in any material respect at the Closing and (ii) any material failure of Article 6. If the Seller or Purchaser, as the case may be, to comply with or satisfy any item set forth in covenant, warranty, obligation, condition or agreement to be observed, complied with or satisfied by it hereunder.
(b) Seller may from time to time prior to or on the Closing Date Schedule Supplement discloses by notice in accordance with this Agreement supplement or amend the Seller Disclosure Letter, including one or more supplements or amendments to correct any eventmatter that would otherwise constitute a breach of any representation, circumstance warranty or development that, individually covenant contained herein. If a supplement or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent amendment of any section of the conditions set forth in Section 4.01 (other than those conditions related to Seller Disclosure Letter materially and adversely affects the bring-down of representations and warranties) benefits to be satisfied, then obtained by Purchaser may terminate under this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day periodAgreement, then Purchaser shall be deemed to have irrevocably waived its the right to terminate this Agreement with respect such termination being Purchaser's sole remedy relating to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions matters set forth in Section 4.01amendments to supplements to any section of the Seller Disclosure Letter. Notwithstanding any other provision hereof, but the Seller Disclosure Letter and the representations and warranties made by the Seller shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to include and reflect such item (provided that updates shall not give rise to any right supplements and amendments as of indemnification to the extent such updates are solely to reflect date hereof and as of the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)Closing Date.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Resource America Inc), Stock Purchase Agreement (Fidelity Leasing Inc)
Notification of Certain Matters. Seller (a) During the Pre-Closing Period, the Company shall have give prompt notice to Parent, GT Topco and Merger Sub upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate, or of any failure of the right Company to deliver perform or comply with or satisfy any covenant or agreement to Purchaserbe performed or complied with by it under this Agreement, not later than ten (10) Business Days prior in any such case if and only to the Closing Dateextent that such untruth or inaccuracy, a supplement or such failure, would cause any of the conditions to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be Merger set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein Section 5.2(a) or Section 5.2(b) to not be true and correct as of the date hereof, and the Disclosure Schedules satisfied at such time; provided that no such notification shall affect or be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of modify (i) any representation or warranty of Seller contained the Company set forth herein or in any certificate or Contract delivered or executed in connection with the transactions contemplated hereby or (ii) the conditions to the obligations of Parent, GT Topco and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder.
(b) During the Pre-Closing Period, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent, GT Topco or Merger Sub in this Agreement for purposes has become untrue or inaccurate, or of Article 6. If any item set forth failure of Parent, GT Topco or Merger Sub to perform or comply with any covenant or agreement to be performed or complied with by it under this Agreement, in any such case if and only to the Closing Date Schedule Supplement discloses any eventextent that such untruth or inaccuracy, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developmentssuch failure, would prevent cause any of the conditions to the Merger set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warrantiesSection 5.3(a) or Section 5.3(b) to not be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplementsatisfied at such time; provided that if Purchaser does not deliver no such notice within such ten (10) Business Day period, then Purchaser notification shall affect or be deemed to have irrevocably waived its right modify (i) any representation or warranty of Parent, GT Topco or Merger Sub set forth herein or in any certificate or Contract delivered or executed in connection with the transactions contemplated hereby or (ii) the conditions to terminate this Agreement with respect the obligations of Company to such item and its right to not consummate the transactions contemplated hereby with respect by this Agreement or the remedies available to such item, in each case, after giving effect to such item under any the parties hereunder. The terms and conditions of the conditions Confidentiality Agreement shall apply to any information obtained by the Company pursuant this Section 4.8(b).
(c) Notwithstanding anything in this Agreement to the contrary, any individual failure by the Company to comply with Section 4.8(a) or by Parent to comply with Section 4.8(b) shall, by itself, not result in a failure of either the condition to the Merger set forth in Section 4.015.2(a) or Section 5.2(b), but shall not respectively, to be deemed to have irrevocably waived its satisfied (or result in any corresponding termination right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12Article VI).
Appears in 2 contracts
Notification of Certain Matters. Seller shall have the right (a) From time to deliver to Purchaser, not later than ten (10) Business Days time prior to the earlier of Closing Dateor the termination of this Agreement, a the Company shall supplement or amend the Disclosure Schedule with respect to any matter, whether existing as of the date hereof or arising thereafter, that was, or would have been, required to be set forth or described in the Disclosure Schedule. Each supplement to or amendment of the Disclosure Schedules Schedule (the a “Closing Date Disclosure Schedule Supplement”) made after the execution hereof shall be effective and shall be deemed to disclose modify the representations and warranties made pursuant to this Agreement, from and after the delivery to Optionees of such Disclosure Schedule Supplement. The Company and Optionee shall give notice to the other promptly (with a copy to each Optionor) after becoming aware of (i) the occurrence or non occurrence of any matter arising event whose occurrence or non occurrence would be likely to cause either (A) any representation or warranty set forth in this Agreement that is qualified as to materiality to be untrue or incorrect in any respect at any time from the date hereof to the Closing Date or any representation or warranty that is not so qualified to be untrue or incorrect in any material respect at any time from the date hereof to the Closing Date or (B) any condition set forth in Article IX to be unsatisfied at any time from the date hereof to the Closing Date and (ii) any failure to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant to be performed or complied with hereunder; provided, however, that (x) the delivery of any notice pursuant to this section shall not 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.
(b) The Company shall deliver to Optionee (with a copy to each Optionor) copies of (i) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity relating to the United States federal, state, local or foreign Taxes due from or with respect to the Company or any Company Subsidiary, (ii) any closing agreements entered into by the Company or any Company Subsidiary with any taxing authority, which come into the possession of the Company after the date hereof, that(iii) any letter of revocation of a Company Permit, if existing at (iv) any complaints of material litigation filed by or arising prior to against the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereofCompany or any Company Subsidiary, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure (v) any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right agreements to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)Material Contracts.
Appears in 2 contracts
Samples: Option Agreement (Pmi Group Inc), Option Agreement (Credit Suisse First Boston Usa Inc)
Notification of Certain Matters. Seller shall have (a) At all times during the right period commencing with the execution and delivery of this Agreement and continuing until the earlier to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as occur of the date hereof, termination of this Agreement pursuant to Article VIII and the Disclosure Schedules Effective Time, the Company shall be deemed give prompt notice to be modified, supplemented Parent and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of Merger Sub upon becoming aware that any representation or warranty of Seller contained made by it in this Agreement for purposes has become untrue or inaccurate in any material respect, or of Article 6. If any item set forth failure of the Company to comply with or satisfy in the Closing Date Schedule Supplement discloses any eventmaterial respect any covenant, circumstance condition or development thatagreement to be complied with or satisfied by it under this Agreement, individually in any such case if and only if such untruth or in the aggregate when taken together with other previously disclosed eventsinaccuracy, circumstances or developmentssuch failure, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related reasonably be expected to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under cause any of the conditions set forth in Section 4.017.2(a) or Section 7.2(b) to fail to be satisfied, but such notice to include a reasonably detailed description of the fact, or the occurrence or non-occurrence of any event or circumstance the occurrence or non-occurrence of which resulted in such untruth, inaccuracy or failure; provided, however, that no such notification shall not affect or be deemed to have irrevocably waived its right modify any representation or warranty of the Company set forth in this Agreement or the conditions to indemnification under Section 6.01 with respect the obligations of Parent and Merger Sub to such item (consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that updates the terms and conditions of the Confidentiality Agreement shall not give rise apply to any right information provided to Parent pursuant to this Section 6.5(a).
(b) At all times during the period commencing with the execution and delivery of indemnification this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent shall give prompt notice to the extent such updates are solely to reflect the execution Company upon becoming aware that any representation or warranty made by it or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any Tax Equity Document failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, such notice to include a reasonably detailed description of the fact, or the occurrence or non-occurrence of any event or circumstance the occurrence or non-occurrence of which resulted in such untruth, inaccuracy or failure; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to and in accordance with this Section 5.126.5(b).
Appears in 2 contracts
Samples: Merger Agreement (Hewlett Packard Co), Merger Agreement (3com Corp)
Notification of Certain Matters. Seller (a) Each party shall have the right to deliver to Purchaser, not later than ten (10) Business Days prior give prompt notice to the Closing Dateother parties of (i) the occurrence or failure to occur of any event or the discovery of any information, a supplement which occurrence, failure or discovery would be likely to the Disclosure Schedules (the “Closing Date Schedule Supplement”) cause any representation or warranty on its part contained in this Agreement to disclose any matter arising be untrue, inaccurate or incomplete after the date hereofhereof or, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy case of any representation or warranty given as of Seller a specific date, would be likely to cause any such representation on its part contained in this Agreement for purposes to be untrue, inaccurate or incomplete in any material respect as of Article 6. If such specific date and (ii) any item set forth material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder.
(b) From and after the date hereof to the Effective Time and at and as of the Effective Time, the Company shall supplement or amend any of its representations and warranties which apply to the period after the date hereof by delivering monthly updates to the Company Disclosure Schedule ("Disclosure Schedule Updates") to Purchaser with respect to any matter hereafter arising which, in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in good faith judgment of the aggregate when taken together with other previously disclosed events, circumstances or developmentsCompany, would prevent render any such representation or warranty after the date of this Agreement materially inaccurate or incomplete as a result of such matter arising. The Disclosure Schedule Updates shall be provided to Purchaser on or before the conditions set forth in Section 4.01 25th day of each calendar month. Within twenty (other than those conditions related to 20) days after receipt of any Disclosure Schedule Update (or if cure is promptly commenced by the bring-down Company, but is not effected within thirty (30) days after receipt of representations and warranties) to be satisfiedany Disclosure Schedule Update (the "Cure Period")), then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived exercise its right to terminate this Agreement pursuant to Section 7.1(f) hereof, if the information in such Disclosure Schedule Update together with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such iteminformation in any or all of the Disclosure Schedule Updates previously provided by the Company indicates that the Company, in each case, after giving effect to such item under any the good faith judgment of the conditions set forth in Section 4.01Purchaser, but shall has suffered or is reasonably likely to suffer a Material Adverse Effect (i) which either has not or cannot be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item cured within the Cure Period, or (provided that updates shall ii) which does not give rise to any right result primarily from changes in the general level of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)interest rates.
Appears in 2 contracts
Samples: Merger Agreement (Abn Amro Bank Nv), Merger Agreement (Standard Federal Bancorporation Inc)
Notification of Certain Matters. Seller The Company shall have give prompt notice to Parent of: (i) the right to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at occurrence or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy nonoccurrence of any representation or warranty event which would be likely to cause the failure of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any either of the conditions set forth in Section 4.017.2(a) or Section 7.2(b) to be met as of any time during the Interim Period; (ii) the Company’s or any Company Subsidiary’s receipt of 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, but including the Merger (unless such consent has been previously identified on Schedule 3.3 of the Company Disclosure Schedule); or (iii) the existence of any facts or circumstances that would reasonably be expected to result in a Company Material Adverse Effect. Parent shall give prompt notice to the Company of: (x) the occurrence or nonoccurrence of any event which would be likely to cause the failure of either of the conditions set forth in Section 7.1(a) or Section 7.1(b) to be met as of any time during the Interim Period; (y) Parent’s or any Parent Subsidiary’s receipt of 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, including the Merger (unless such consent has been previously identified on Schedule 4.3 of the Parent Disclosure Schedule); or (z) the existence of any facts or circumstances that would reasonably be expected to result in a Parent Material Adverse Effect. The delivery of any notice pursuant to this Section 5.11 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice nor be deemed to have irrevocably waived its right amended any of the disclosures set forth in the Company Disclosure Schedule or Parent Disclosure Schedule, as applicable, to indemnification under Section 6.01 with respect have qualified the representations and warranties contained herein or to have cured any misrepresentation or breach of a representation or warranty that otherwise might have existed hereunder by reason of such item (provided that updates shall not give rise to any right material development. No disclosure after the date of indemnification to this Agreement of the extent such updates are solely to reflect the execution untruth of any Tax Equity Document pursuant representation and warranty made in this Agreement will operate as a cure of any breach of the failure to and in accordance with Section 5.12)disclose the information, or of any untrue representation or warranty made herein.
Appears in 2 contracts
Samples: Merger Agreement (Synageva Biopharma Corp.), Merger Agreement (Trimeris Inc)
Notification of Certain Matters. Seller (a) The Company shall have the right to deliver to Purchaser, not later than ten (10) Business Days prior give prompt notice to the Closing DateParent, a supplement of (i) any representation or warranty made by the Company contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, or (ii) the failure by the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall be deemed to cure any breach or otherwise affect the representations or warranties of the Company or the conditions to the Disclosure Schedules obligations of the parties hereunder.
(b) Without limiting the “Closing Date Schedule Supplement”foregoing, the Company shall, within 24 hours after it has notice of any of the following, notify the Parent 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 transactions contemplated by this Agreement;
(ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; and
(iii) any actions, suits, claims, investigations or proceedings commenced or, to disclose the best of its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any matter arising after Subsidiary which, if pending on the date hereof, that, if existing at or arising prior to the date hereof, of this Agreement would have been required to be set forth have been disclosed pursuant to this Agreement or which relate to the consummation of the transaction contemplated hereby.
(c) The Parent shall give prompt notice to the Company of (i) any representation or warranty made by the Parent or the Purchaser contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, or (ii) the Disclosure Schedules for failure by the representations and warranties of Seller set forth herein Parent or the Purchaser to comply with or satisfy in any material respect any covenant, condition or agreement to be true and correct as of the date hereofcomplied with or satisfied by them under this Agreement; provided, and the Disclosure Schedules however, that no such notification shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation otherwise affect the representations or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any warranties of the Parent or the Purchaser or the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt obligations of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)parties hereunder.
Appears in 2 contracts
Samples: Merger Agreement (Eg&g Inc), Merger Agreement (Lumen Technologies Inc)
Notification of Certain Matters. Seller Company shall have give prompt notice to ------------------------------- Parent of (i) the right occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would be likely to deliver to Purchaser, not later than ten cause (10a) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller the Company that is not qualified by materiality contained in Article V of this Agreement for purposes to be untrue or inaccurate in any material respect at or prior to the consummation of the Offer or (b) any representation or warranty of the Company that is qualified by materiality contained in Article 6V of this Agreement to be untrue or inaccurate in any respect at or prior to the consummation of the Offer, and (ii) any failure of the Company to comply with or satisfy in any material respect any covenant, condition, or agreement to be complied with or satisfied by the Company hereunder. If Company shall give prompt notice to Parent if there occurs any item set forth event which has resulted in or is reasonably likely to result in a Material Adverse Effect on the Closing Date Schedule Supplement discloses Company or, subject to the fiduciary duties of the board of directors of the Company, will prevent or result in a third party materially delaying the consummation of the Offer or the Merger. The Company shall provide to Parent copies of all filings made by the Company with any eventGovernmental Entity in connection with this Agreement and the transactions contemplated hereby. Parent shall give prompt notice to Company of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause (a) any representation or warranty of Parent or Newco that is not qualified by materiality contained in Article IV of this Agreement to be untrue or inaccurate in any material respect at or prior to the consummation of the Offer or (b) any representation or warranty of the Parent or Newco that is qualified by materiality contained in Article IV of this Agreement to be untrue or inaccurate in any respect at or prior to the consummation of the Offer and (ii) any failure of Parent to comply with or satisfy any covenant, circumstance condition, or development thatagreement to be complied with or satisfied by Parent hereunder. Parent shall give prompt notice to the Company if there occurs any event which has resulted in or is reasonably likely to result in a Material Adverse Effect on Parent or will prevent or result in a third party materially delaying the consummation of the Offer or the Merger. The Company shall provide to Parent copies of all filings made by the Company with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. Parent shall provide to the Company copies of all filings made by Parent with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. The delivery of any notice pursuant to this Section shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of (ii) modify the conditions set forth in Section 4.01 Articles VIII and IX, or (other than those conditions related iii) limit or otherwise affect the remedies available hereunder to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver party receiving such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)notice.
Appears in 2 contracts
Samples: Merger Agreement (Kevco Inc), Merger Agreement (Shelter Components Corp)
Notification of Certain Matters. Seller shall have the right (a) From time to deliver to Purchaser, not later than ten (10) Business Days time prior to the Closing DateClosing, a Issuer shall promptly supplement to or amend the Disclosure Schedules (the “Closing Date Schedule Supplement”) with respect to disclose any matter arising after the date hereof, delivery thereof pursuant hereto that, if existing at at, or arising prior to occurring on, the date hereofof this Agreement, would have been required to be set forth or described in the Disclosure Schedules for Schedule. No supplement to or amendment of the representations and warranties Disclosure Schedule made after the execution hereof by Subscriber pursuant to this Section 5.5(a) or otherwise shall be deemed to cure any breach of Seller any representation of or warranty made pursuant to this Agreement. As set forth herein to be true and correct as of in Section 3, no later than three (3) weeks following the date hereof, and Issuer shall deliver to Subscriber an English translation of any portion of the Disclosure Schedules Schedule that is in the Japanese language. Issuer shall provide, no later than two (2) weeks prior to the Closing Date an updated Disclosure Schedule (the “Pre-Closing Disclosure Schedule Update”). Such Pre-Closing Disclosure Schedule update shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation of or warranty made pursuant to this Agreement. Notwithstanding any other provision of Seller contained in this Agreement for purposes of Article 6. If any item set forth in Agreement, if the Pre-Closing Date Disclosure Schedule Supplement discloses any event, circumstance or development thatincludes matter(s) that could, individually or in the aggregate when taken together with other previously disclosed eventsaggregate, circumstances materially and adversely affect Issuer and its Subsidiaries, as a whole, or developments, would prevent the benefits to be obtained by Subscriber under this Agreement or any of the conditions set forth in Section 4.01 Other Transaction Documents (other than those conditions related any of the foregoing, a “Material Pre-Closing Update”), Subscriber may elect at its sole option to the bring-down of representations and warranties) to be satisfied, then Purchaser may immediately terminate this Agreement by delivering notice to Subscriber and not proceed to the Closing.
(b) Subscriber and Issuer each shall give notice to the other Party promptly after becoming aware of termination (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would be likely to Seller within ten cause either (10A) Business Days of its receipt of any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten or (10B) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions condition set forth in Section 4.016 to be unsatisfied in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of Subscriber or Issuer or any officer, but director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that (x) the delivery of any notice pursuant to this Section 5.5(b) shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice and (y) such notice shall not be deemed 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. The omission of Subscriber to so notify Issuer of any of the foregoing shall not relieve Issuer from any liability that it may have irrevocably waived its right to indemnification under Section 6.01 Subscriber unless, and only to the extent that, such omission results in Issuer being materially prejudiced thereby.
(c) Issuer shall deliver to Subscriber copies of (i) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Authority relating to the Taxes due from or with respect to such item Issuer or any of its Subsidiaries and (provided that updates shall not give rise to ii) any right agreements entered into by Issuer or any of indemnification to its Subsidiaries with any taxing authority, which come into the extent such updates are solely to reflect possession of Issuer after the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)date hereof.
Appears in 1 contract
Notification of Certain Matters. Seller (a) Activision shall have give prompt notice to Vivendi of (i) the right occurrence or non-occurrence of any event, which to deliver the Knowledge of Activision, the occurrence or non-occurrence of which is likely to Purchasercause any representation or warranty of Activision or Merger Sub to be untrue or inaccurate at the Closing Date such that the conditions to closing set forth in Section 7.2(a) would fail to be satisfied, and (ii) to the extent Activision has knowledge thereof, any failure by Activision or Merger Sub to materially comply with or materially satisfy any covenant or other agreement to be complied with by it hereunder such that the conditions to closing set forth in Section 7.2(b) would fail to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.13(a) shall not later than ten limit or otherwise affect any remedies available to Vivendi or Games.
(10b) Business Days Games shall give prompt notice to Activision of (i) the occurrence or non-occurrence of any event, which to the Knowledge of Games, the occurrence or non-occurrence of which is likely to cause any representation or warranty of Vivendi or Games to be untrue or inaccurate at the Closing Date such that the conditions to closing set forth in Section 7.3(a) would fail to be satisfied, and (ii) to the extent Vivendi has knowledge thereof, any failure by Vivendi or Games to materially comply with or materially satisfy any covenant or other agreement to be complied with by them hereunder such that the conditions to closing set forth in Section 7.3(b) would fail to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.13(b) shall not limit or otherwise affect any remedies available to Activision.
(c) Activision shall give prompt notice to Vivendi of (i) any notice or other communication received by it from any third party, subsequent to the date of this Agreement and prior to the Closing Date, a supplement alleging any material breach of or material default under any Activision Material Contract, or (ii) any notice or other communication received by it from any third party, subsequent to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising of this Agreement and prior to the date hereofClosing Date, would have been alleging that the consent of such third party is or may be required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together connection with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect by this Agreement or any Ancillary Agreement; provided, however, that the delivery of notice pursuant to such itemthis Section 6.13(c) shall not limit or otherwise affect the remedies available hereunder to Vivendi.
(d) Games shall give prompt notice to Activision of (i) any notice or other communication received by it from any third party, in each casesubsequent to the date of this Agreement and prior to the Closing Date, after giving effect to such item alleging any material breach of or material default under any Games Material Contract, or (ii) any notice or other communication received by it from any third party, subsequent to the date of this Agreement and prior to the conditions set forth Closing Date, alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or any Ancillary Agreement; provided, however, that the delivery of notice pursuant to this Section 4.01, but 6.13(d) shall not be deemed limit or otherwise affect the remedies available hereunder to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)Activision.
Appears in 1 contract
Samples: Business Combination Agreement (Activision Inc /Ny)
Notification of Certain Matters. Seller shall have the right give prompt notice to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose Purchaser Guarantor if any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereoffollowing occurs during the Pre-Closing Period; provided, and that the Disclosure Schedules delivery of any notice by Seller pursuant to this Section 6.5 shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of not modify any representation or warranty of Seller contained in this Agreement for purposes Seller, cure any breaches thereof or limit or otherwise affect the rights or remedies available hereunder to Purchaser Guarantor and the failure of Article 6. If Purchaser Guarantor to take any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement action with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but notice shall not be deemed a waiver of any breach or breaches to have irrevocably waived its right the representations or warranties of Seller, and provided, further, that an unintentional failure to indemnification under Section 6.01 with respect to give any such item (provided that updates notice shall not give rise to any right constitute a breach of indemnification this Agreement other than to the extent such updates are solely to reflect the execution it materially prejudices Purchaser Guarantor:
(i) receipt of any Tax Equity Document pursuant notice of, or other communication relating to, a default, or event which with notice or lapse of time or both would become a default, under any Acquired Contracts;
(ii) receipt of any notice or other communication in writing from any Person alleging that the consent of such Person is or may be required in connection with the Transactions;
(iii) receipt of any notice or other communication from any Governmental Authority in connection with the Transactions;
(iv) receipt of any notice or other communication from any landlord under the Rehovot Facility Leases or any other Person relating to and Seller’s or its Affiliate’s alleged breach, noncompliance or default in accordance any respect with the terms of the Rehovot Facility Leases,
(v) the occurrence or non-occurrence of any fact or event, to the Knowledge of Seller, which could reasonably be expected to cause any covenant, condition or agreement hereunder not to be complied with or satisfied such that Section 5.12).4.2(a)(ii) would not be satisfied;
Appears in 1 contract
Notification of Certain Matters. (a) From time to time prior to the Closing, Seller shall have the right right, upon written notice to deliver Buyer, to Purchasersupplement, not later than ten amend or create any Schedule associated with Section 3 of this Agreement (10any such supplemental, amended or new Schedule, an “Updated Schedule”) Business Days prior with respect to the Closing Date, a supplement to occurrence or non-occurrence of any event or the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose existence of any matter fact or condition arising after the date hereof, that, if existing at hereof that would cause or arising prior constitute a breach of any of its representations or warranties. Except solely to the date hereof, would have been required to be extent set forth in Section 5.5(b), for purposes of determining the Disclosure Schedules for accuracy of the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement Section 3 for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any determining satisfaction of the conditions set forth in Section 4.01 Section 7.1 or Seller’s indemnity obligations under Section 9, except as agreed in writing by Buyer, the Schedules delivered by Seller shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any new information contained in any Updated Schedule.
(other than those conditions related b) In the event Seller delivers to Buyer any Updated Schedule that reflects any occurrence or non-occurrence or the bring-down existence of representations and warranties) any fact or condition that would, individually or in the aggregate, allow Buyer to be satisfied, then Purchaser may terminate this Agreement by delivering notice pursuant to Section 10.1(a)(iii) and Seller informs Buyer in writing at the time of delivery of such Updated Schedule that it has determined such occurrence, non-occurrence, fact or condition triggers Buyer’s termination right, and Buyer does not exercise its right to Seller terminate this Agreement on the basis of such occurrence, non-occurrence, fact or condition within ten (10) Business Days days of its Buyer’s receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day periodthereof, then Purchaser shall Buyer will be deemed to have irrevocably waived its right to terminate this Agreement pursuant to Section 10.1(a)(iii) with regard to such occurrence, non-occurrence, fact or condition and to have accepted such Updated Schedule, and such Updated Schedule shall be deemed to have amended Seller’s Schedules with respect to all the representations and warranties referenced in such item Updated Schedule and its right to not consummate have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such occurrence, non-occurrence, fact or condition, including for the transactions contemplated hereby with respect to such itemavoidance of doubt, in each case, after giving effect to such item under any for purposes of determining satisfaction of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification 7.1 and Seller’s indemnity obligations under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)9.
Appears in 1 contract
Samples: Asset Purchase Agreement (Spirit AeroSystems Holdings, Inc.)
Notification of Certain Matters. During the period between the date hereof and the earlier of the (x) Closing Date and (y) termination of this Agreement ("Pre-Closing Period"), promptly after obtaining knowledge thereof, Seller shall have notify Purchaser of (i) the right occurrence or non-occurrence of any fact or event which causes or would be reasonably likely to deliver to Purchaser, not later than ten cause (10A) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement for purposes to be untrue or inaccurate in any 24 material respect or (B) any covenant, condition or agreement of Article 6Seller in this Agreement not to be complied with or satisfied in any material respect and (ii) any failure of Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by them hereunder in any material respect; provided, however, that no such notification shall affect the representations or warranties of Seller or the Purchaser's right to rely thereon, or the conditions to the obligations of the Purchaser except as provided in this Section 6.8(a). If At any item set forth in time prior to the Closing Date Schedule Supplement discloses Date, Seller shall have the right to update any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any part of the conditions set forth in Section 4.01 (other than those conditions related Seller Disclosure Schedule to the bring-down of extent that any such update is required in order to make the representations and warranties) to be satisfied, then Purchaser may terminate warranties of Seller contained herein true and correct as of the date of this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt and as of the Closing Date Date; provided, however, that no such update of any part of the Seller Disclosure Schedule Supplement; shall affect the representations or warranties of Seller or the Purchaser's right to rely thereon, or the conditions to the obligations of the Purchaser except as provided that if in the following sentence. If Seller notifies the Purchaser does not in writing of any matter pursuant to this Section 6.8(a) or deliver such notice within such ten (10) Business Day periodany updated parts to the Seller Disclosure Schedule pursuant to the immediately preceding sentence, then and the Purchaser nevertheless consummates the Closing, the Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement no claim for a breach of such representation or warranty based on the information contained in such notification and the provisions of Section 11 shall not apply with respect to any such item and its right matter. Seller shall give prompt notice in writing to not consummate the Purchaser of any notice or other communication from any third party alleging that the consent of such third party is or may be required to be obtained by Seller in connection with the transactions contemplated hereby hereunder. (b) During the Pre-Closing Period, promptly after obtaining knowledge thereof, Purchaser shall notify Seller in writing of (i) the occurrence or non-occurrence of any fact or event which causes or would be reasonably likely to cause (A) any representation or warranty of Purchaser contained in this Agreement to be untrue or inaccurate in any material respect or (B) any covenant, condition or agreement of Purchaser in this Agreement not to be complied with or satisfied in any material respect, and (ii) any failure of Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by Purchaser hereunder in any material respect; provided, however, that no such notification shall affect the representations or warranties of the Purchaser, or the right of Seller to rely thereon, or the conditions to the obligations of Seller except as provided in the following sentence. If the Purchaser notifies Seller prior to the Closing in writing of any matter referred to in the preceding sentence and Seller nevertheless consummates the transactions contemplated hereby, Seller shall have no claim for a breach of such representation or warranty based on the information contained in such notification and the provisions of Section 11 shall not apply with respect to any such item, matter. Purchaser shall give prompt notice in each case, after giving effect writing to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution Seller of any Tax Equity Document pursuant notice or other communication from any third party alleging that the consent of such third party is or may be required to and be obtained by Purchaser in accordance connection with Section 5.12).the transactions contemplated hereunder. 6.9
Appears in 1 contract
Samples: Asset Purchase Agreement
Notification of Certain Matters. Seller shall have the right to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, FAS and the Disclosure Schedules Shareholders shall be deemed give prompt notice to be modifiedPurchaser of (i) the occurrence or non-occurrence of any event, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach occurrence or inaccuracy non-occurrence of which would cause any representation or warranty of Seller FAS or the Shareholders contained in this Agreement for purposes of Article 6. If any item to be untrue or inaccurate, such that the condition set forth in Section 7.2(a) would not be satisfied and (ii) any failure of FAS or the Closing Date Schedule Supplement discloses Shareholders, as the case may be, to comply with or satisfy in all material respects any eventcovenant, circumstance condition or development thatagreement to be complied with or satisfied by it hereunder; provided, individually however, that the delivery of any notice pursuant to this Section 6.10 shall not limit or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent otherwise affect any of the conditions set forth in Section 4.01 (other than those conditions related remedies available to the bring-down of representations and warranties) party receiving such notice. No disclosure by FAS pursuant to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser Section 6.10 shall be deemed to have irrevocably waived its right amend or supplement the FAS Schedules or prevent or cure any misrepresentation, breach of warranty or breach of covenant. Purchaser shall give prompt notice to terminate FAS and the Shareholders of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of would cause any representation or warranty of Purchaser contained in this Agreement with respect to be untrue or inaccurate, such item and its right to not consummate that the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions condition set forth in Section 4.017.3(a) would not be satisfied and (ii) any failure of Purchaser to comply with or satisfy in all material respects any covenant, but condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.10 shall not limit or otherwise affect any remedies available to the party receiving such notice. No disclosure by Purchaser pursuant to this Section 6.10 shall be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to amend or supplement the Purchaser Schedules or prevent or cure any right misrepresentation, breach of indemnification to the extent such updates are solely to reflect the execution warranty or breach of any Tax Equity Document pursuant to and in accordance with Section 5.12)covenant.
Appears in 1 contract
Notification of Certain Matters. Seller shall have the right (a) From time to deliver to Purchaser, not later than ten (10) Business Days time prior to the Closing DateClosing, a supplement the Company shall notify the Purchaser with respect to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, delivery of the Company Disclosure Schedule that, if existing at at, or arising prior to occurring on, the date hereofof this Agreement, would have been required to be set forth or described in the Company Disclosure Schedules for Schedule. No such notification shall be deemed to amend or supplement the representations and warranties Company Disclosure Schedule pursuant to this section or shall otherwise be deemed to cure any breach of Seller set forth herein to be true and correct any representation, warranty or covenant made as of the date hereof, and of execution of this Agreement.
(b) The Company shall give written notice to Purchaser promptly upon receipt of Knowledge by the Disclosure Schedules shall Company of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence could reasonably be deemed expected to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause either (A) any representation or warranty of Seller the Company contained in this Agreement for purposes of Article 6. If to be untrue or inaccurate in any item material respect when made or at the Closing Date, (B) any condition with respect to the Company set forth in Article VII and Article VIII to be unsatisfied in any material respect at any time from the date hereof to the Closing Date, (ii) any material failure of the Company 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 and (iii) the occurrence of a Material Adverse Effect with respect to the Company, taken as a whole; provided, however, that the delivery of any notice pursuant to this section shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
(c) Purchaser shall give written notice to the Company promptly upon receipt of Knowledge by the Purchaser of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would cause either (A) any representation or warranty of Purchaser contained in this Agreement to be untrue or inaccurate in any material respect when made at the Closing Date Schedule Supplement discloses or (B) any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions condition set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) Article VII or Article VIII to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination unsatisfied in any material respect at any time from the date hereof to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplementand (ii) any material failure of Purchaser 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; provided provided, however, that if Purchaser does not deliver such the delivery of any notice within such ten (10) Business Day period, then Purchaser shall be deemed pursuant to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but section shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification limit or otherwise affect the remedies available hereunder to the extent party receiving such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)notice.
Appears in 1 contract
Samples: Merger Agreement (Clarus Corp)
Notification of Certain Matters. (a) The Seller Parties shall have give prompt notice to Parent of (a) the right occurrence or non-occurrence of any event the occurrence or non-occurrence of which could reasonably be expected to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of the Seller Parties contained herein to be untrue or inaccurate in this Agreement for purposes of Article 6. If any item set forth in respect at or prior to the Closing Date Schedule Supplement discloses and (b) any eventfailure of any Seller Party to comply with or satisfy any covenant, circumstance condition or development that, individually agreement to be complied with or in the aggregate when taken together with other previously disclosed events, circumstances satisfied by any Seller Party hereunder. The delivery of any notice pursuant to this Section 6.5(a) shall not be deemed to (i) modify or developments, would prevent supplement any of the schedules hereto, (ii) modify the representations or warranties hereunder of any Seller Party, (iii) modify the conditions set forth in Section 4.01 Article VII or (other than those conditions related iv) limit or otherwise affect the remedies available hereunder to Parent or Merger Sub.
(b) Parent shall give prompt notice to the bringStockholders’ Representative of (a) the occurrence or non-down occurrence of representations and warranties) any event the occurrence or non-occurrence of which could reasonably be expected to cause any representation or warranty of Parent or Merger Sub contained herein to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination untrue or inaccurate in any respect at or prior to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does and (b) any failure of Parent or Merger Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by Parent or Merger Sub hereunder. The delivery of any notice pursuant to this Section 6.5(b) shall not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under (i) modify or supplement any of the schedules hereto, (ii) modify the representations or warranties hereunder of Parent or Merger Sub, (iii) modify the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item Article VIII or (provided that updates shall not give rise to any right of indemnification iv) limit or otherwise affect the remedies available hereunder to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)Seller Parties.
Appears in 1 contract
Samples: Merger Agreement (STG Group, Inc.)
Notification of Certain Matters. (a) During the period between the date hereof and the earlier of the (x) Closing Date and (y) termination of this Agreement ("Pre-Closing Period"), promptly after obtaining knowledge thereof, Seller shall have notify Purchaser of (i) the right occurrence or non-occurrence of any fact or event which causes or would be reasonably likely to deliver to Purchaser, not later than ten cause (10A) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement for purposes to be untrue or inaccurate in any material respect or (B) any covenant, condition or agreement of Article 6Seller in this Agreement not to be complied with or satisfied in any material respect and (ii) any failure of Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by them hereunder in any material respect; provided, however, that no such notification shall affect the representations or warranties of Seller or the Purchaser's right to rely thereon, or the conditions to the obligations of the Purchaser except as provided in this Section 6.8(a). If At any item set forth in time prior to the Closing Date Schedule Supplement discloses Date, Seller shall have the right to update any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any part of the conditions set forth in Section 4.01 (other than those conditions related Seller Disclosure Schedule to the bring-down of extent that any such update is required in order to make the representations and warranties) to be satisfied, then Purchaser may terminate warranties of Seller contained herein true and correct as of the date of this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt and as of the Closing Date Date; provided, however, that no such update of any part of the Seller Disclosure Schedule Supplement; shall affect the representations or warranties of Seller or the Purchaser's right to rely thereon, or the conditions to the obligations of the Purchaser except as provided that if in the following sentence. If Seller notifies the Purchaser does not in writing of any matter pursuant to this Section 6.8(a) or deliver such notice within such ten (10) Business Day periodany updated parts to the Seller Disclosure Schedule pursuant to the immediately preceding sentence, then and the Purchaser nevertheless consummates the Closing, the Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement no claim for a breach of such representation or warranty based on the information contained in such notification and the provisions of Section 11 shall not apply with respect to any such item and its right matter. Seller shall give prompt notice in writing to not consummate the Purchaser of any notice or other communication from any third party alleging that the consent of such third party is or may be required to be obtained by Seller in connection with the transactions contemplated hereby hereunder.
(b) During the Pre-Closing Period, promptly after obtaining knowledge thereof, Purchaser shall notify Seller in writing of (i) the occurrence or non-occurrence of any fact or event which causes or would be reasonably likely to cause (A) any representation or warranty of Purchaser contained in this Agreement to be untrue or inaccurate in any material respect or (B) any covenant, condition or agreement of Purchaser in this Agreement not to be complied with or satisfied in any material respect, and (ii) any failure of Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by Purchaser hereunder in any material respect; provided, however, that no such notification shall affect the representations or warranties of the Purchaser, or the right of Seller to rely thereon, or the conditions to the obligations of Seller except as provided in the following sentence. If the Purchaser notifies Seller prior to the Closing in writing of any matter referred to in the preceding sentence and Seller nevertheless consummates the transactions contemplated hereby, Seller shall have no claim for a breach of such representation or warranty based on the information contained in such notification and the provisions of Section 11 shall not apply with respect to any such item, matter. Purchaser shall give prompt notice in each case, after giving effect writing to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution Seller of any Tax Equity Document pursuant notice or other communication from any third party alleging that the consent of such third party is or may be required to and be obtained by Purchaser in accordance connection with Section 5.12)the transactions contemplated hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (PTC Inc.)
Notification of Certain Matters. Seller shall have the right to deliver to Purchaser, not later than ten (10a) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, The Company and the Disclosure Schedules Named Shareholders shall give prompt notice to Purchaser of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be deemed likely to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller the Company or Named Shareholders contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in any Ancillary Agreement, exhibit or schedule to be untrue or inaccurate in any material respect and (ii) any material failure of the aggregate when taken together with other previously disclosed events, circumstances Company or developments, would prevent any of its Affiliates or the conditions set forth in Section 4.01 (other than those conditions related Named Shareholders to the bring-down of representations and warranties) comply with or satisfy any covenant, condition or agreement to be satisfied, then Purchaser may terminate complied with or satisfied by it under this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplementor any Ancillary Agreement, exhibit or schedule; provided PROVIDED, HOWEVER, that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but disclosure shall not be deemed to have irrevocably waived its right cure any breach of a representation, warranty, covenant or agreement or to indemnification satisfy any condition. The Company and the Named Shareholders shall promptly notify Purchaser of the threat or commencement of any Proceeding, or any development that occurs before the Closing that could in any way result in a Material Adverse Effect on the Company.
(b) Each of Purchaser and Parent shall give prompt notice to the Company of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of Purchaser or Parent contained in this Agreement or in any Ancillary Agreement, exhibit or schedule to be untrue or inaccurate in any material respect and (ii) any material failure of Purchaser Parent or any of their respective Affiliates or Representatives, as applicable, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under Section 6.01 with respect to this Agreement or any Ancillary Agreement, exhibit or schedule; PROVIDED, HOWEVER, that such item (provided that updates disclosure shall not give rise be deemed to cure any right breach of indemnification a representation, warranty, covenant or agreement or to satisfy any condition. Each of Purchaser and Parent shall promptly notify the extent such updates are solely to reflect Company of the execution threat or commencement of any Tax Equity Document pursuant Proceeding, or any development that occurs before the Closing that, to and Purchaser's or Parent's knowledge, could in accordance with Section 5.12)any way result in a Material Adverse Effect on Purchaser or Parent.
Appears in 1 contract
Samples: Share Purchase Agreement (Ticketmaster Online Citysearch Inc)
Notification of Certain Matters. Seller (a) MIOA shall have the right give prompt written notice to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as PHC of the date hereof, and following:
(i) the Disclosure Schedules shall occurrence or nonoccurrence of any event whose occurrence or nonoccurrence would be deemed likely to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause either (A) any representation or warranty of Seller MIOA contained in this Agreement for purposes of Article 6. If to be untrue or inaccurate in any item set forth in material respect at any time from the Schedule Delivery Date to the Closing (assuming that each representation and warranty was re-affirmed as of each day between the Schedule Delivery Date Schedule Supplement discloses and the Closing Date, inclusive), including but not limited those resulting from the consummation of any eventPermitted Equity Financings, circumstance or development that(B) directly or indirectly, individually any Material Adverse Effect; or
(ii) any material failure of MIOA, any officer, director, employee or in the aggregate when taken together agent thereof, to comply with other previously disclosed eventsor satisfy any covenant, circumstances condition or developments, would prevent any agreement to be complied with or satisfied by it hereunder.
(b) PHC shall give prompt written notice to MIOA of the conditions set forth 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 PHC contained in Section 4.01 (other than those conditions related this Agreement to be untrue or inaccurate in any material respect at any time from the Schedule Delivery Date to the bringClosing (assuming that each representation and warranty was re-down affirmed as of representations each day between the Schedule Delivery Date and warrantiesthe Closing Date, inclusive), including but not limited those resulting from the consummation of any Permitted Equity Financings, or (B) directly or indirectly, any Material Adverse Effect;
(ii) any material failure of PHC, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be satisfiedcomplied with or satisfied by it hereunder.
(c) In the event that either MIOA or PHC is required to deliver a written notice pursuant to subsection (a) or (b) above, then Purchaser may terminate respectively, such party shall, within three (3) days after delivery of such notice, deliver to the other party a revised Schedule updating such representation or warranty. The receiving party shall review the Schedule and within five (5) days after its receipt, elect to either (i) approve the Schedule for attachment to this Agreement by delivering notice of termination and treat such Schedule as if it had been delivered and attached to Seller within ten (10) Business Days of its receipt this Agreement as of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver Delivery Date, or (ii) treat such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect Schedule and the events giving rise to such item and its right to not consummate the transactions contemplated hereby with respect to Schedule as a breach of such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and related representation or warranty in accordance with the terms of this Agreement, including but not limited Sections 7.11, 8.1 and 9.1, as applicable; PROVIDED, however, that any events which are permitted to occur between the date hereof and the Closing pursuant to the terms of this Agreement (such as a Permitted Equity Financing) shall in no event be treated as a breach of a representation or warranty hereunder.
(d) Notwithstanding the foregoing, the delivery of any notice pursuant to this Section 5.12)shall not waive or release MIOA or PHC, as the case may be, from its representations, warranties, covenants or agreements under this Agreement, except as they may be modified and approved in accordance with subsection (c)(i) above.
Appears in 1 contract
Samples: Merger Agreement (Medical Industries of America Inc)
Notification of Certain Matters. Seller shall have the right to deliver to Purchaser, not later than ten (10a) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after From the date hereofhereof through the Closing, that, if existing at or arising prior Target shall give prompt notice to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as Subsidiary of the date hereofoccurrence, and the Disclosure Schedules shall be deemed or failure to be modifiedoccur, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure of any breach or inaccuracy of event which would (a) cause any representation or warranty of Seller Target contained in this Agreement for purposes of Article 6. If (including the Disclosure Schedule) that is qualified as to materiality or Material Adverse Effect to be untrue or inaccurate or any item set forth representation or warranty that is not so qualified to be untrue or inaccurate in the Closing Date Schedule Supplement discloses any eventmaterial respect, circumstance or development that, individually (b) constitute or result in the aggregate when taken together with other previously disclosed events, circumstances a default or developments, would prevent breach by Target or any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down its Affiliates of representations and warranties) any covenant, condition or agreement to be satisfiedcomplied with or satisfied by it under this Agreement; provided, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided however, that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition. Target shall promptly notify Subsidiary of any default, the threat or commencement of any Action, or any development that occurs before the Closing that could reasonably be likely to have irrevocably waived a Material Adverse Effect on Target.
(b) From the date hereof through the Closing, Subsidiary shall give prompt notice to Target of the occurrence, or failure to occur, of any event which would (a) cause any representation or warranty of Subsidiary contained in this Agreement that is qualified as to materiality or Material Adverse Effect to be untrue or inaccurate or any representation or warranty that is not so qualified to be untrue or inaccurate in any material respect, or (b) constitute or result in a default or breach by Subsidiary or any of its right Affiliates of any covenant, condition or agreement to indemnification be complied with or satisfied by it under Section 6.01 with respect to this Agreement; provided, however, that such item (provided that updates disclosure shall not give rise be deemed to cure any right breach of indemnification a representation, warranty, covenant or agreement or to the extent such updates are solely to reflect the execution satisfy any condition. Subsidiary shall promptly notify Target of any Tax Equity Document pursuant to and in accordance with Section 5.12)default or the threat or commencement of any Action.
Appears in 1 contract
Notification of Certain Matters. Seller shall have (a) From the right to deliver to Purchaser, not later than ten (10) Business Days prior to date hereof through the Closing Date, a supplement the Company shall give prompt notice to Parent of (a) the Disclosure Schedules (the “Closing Date Schedule Supplement”) occurrence, or failure to disclose occur, of any matter arising after the date hereof, that, if existing at event which occurrence or arising prior failure would be likely to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances any exhibit or developments, would prevent schedule hereto to be untrue or inaccurate in any respect and (b) any failure of the conditions set forth in Section 4.01 (other than those conditions related Company to the bring-down of representations and warranties) comply with or satisfy any covenant, condition or agreement to be satisfied, then Purchaser may terminate complied with or satisfied the Company under this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplementor any exhibit or schedule hereto; provided provided, however, that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but disclosure shall not be deemed to have irrevocably waived its right cure any breach of a representation, warranty, covenant or agreement or to indemnification satisfy any condition. The Company shall promptly notify Parent of any Default, the threat or commencement of any Action, or any development that occurs before the Closing that could in any way materially affect the Company or the Business.
(b) From the date hereof through the Closing Date, Parent shall give prompt notice to the Company of (a) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty contained in this Agreement or in any exhibit or schedule hereto to be untrue or inaccurate in any respect and (b) any failure of Parent to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied the Company under Section 6.01 with respect to this Agreement or any exhibit or schedule hereto; provided, however, that such item (provided that updates disclosure shall not give rise be deemed to cure any right breach of indemnification a representation, warranty, covenant or agreement or to satisfy any condition. Parent shall promptly notify the extent such updates are solely to reflect the execution Company of any Tax Equity Document pursuant to and Default, the threat or commencement of any Action, or any development that occurs before the Closing that could in accordance with Section 5.12)any way materially affect the Company or the Business.
Appears in 1 contract
Notification of Certain Matters. Seller (a) During the Pre-Closing Period, (i) the Company shall have give prompt notice to Parent of (A) the right to deliver to Purchaseroccurrence or non-occurrence of any event, not later than ten (10) Business Days prior the occurrence or non-occurrence of which to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as Knowledge of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of Company causes any representation or warranty of Seller the Company contained in this Agreement for purposes to be untrue or inaccurate in any material respect at or prior to the Effective Time and (B) any failure of Article 6. If the Company to comply with or satisfy any item set forth covenant or agreement to be complied with in any material respect or any condition to be satisfied by it hereunder and (ii) the Closing Date Schedule Supplement discloses Company shall use its reasonable efforts to give prompt notice to Parent if the Company has any Knowledge of the Company of (A) the occurrence or non occurrence of any event, circumstance the occurrence or development thatnon occurrence of which the Company suspects would cause any representation or warranty of Parent contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (B) any failure of Parent or Merger Sub to comply with or satisfy any covenant, individually condition or agreement to be complied with in any material respect or any condition to be satisfied by it hereunder.
(b) During the aggregate when taken together Pre-Closing Period, (i) Parent shall give prompt notice to the Company of (A) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which to its knowledge causes any representation or warranty of Parent contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (B) any failure of Parent or Merger Sub to comply with other previously disclosed eventsor satisfy any covenant, circumstances condition or developmentsagreement to be complied with in any material respect or any condition to be satisfied by it hereunder and (ii) Parent shall use its reasonable efforts to give prompt notice to the Company if Parent has any knowledge of (A) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which Parent suspects would prevent cause any representation or warranty of the conditions set forth Company contained in Section 4.01 (other than those conditions related this Agreement to be untrue or inaccurate in any material respect at or prior to the bring-down Effective Time and (B) any failure of representations and warranties) the Company to comply with or satisfy any covenant or agreement to be satisfied, then Purchaser may terminate complied with in any material respect or any condition to be satisfied by it hereunder.
(c) The delivery of any notice pursuant to this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but 5.3 shall not be deemed (i) limit or otherwise affect any remedies otherwise available hereunder to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item Parent or the Company, as applicable, or (provided that updates shall not give rise to any right ii) constitute an acknowledgment or admission of indemnification to the extent such updates are solely to reflect the execution a breach of any Tax Equity Document pursuant to and in accordance with Section 5.12)this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Rambus Inc)
Notification of Certain Matters. Seller Between the date of this Agreement and the Closing, the parties shall have give prompt notice to the right other parties of (i) the occurrence, or failure to deliver occur, of any event which occurrence or failure would be likely to Purchaser, not later than ten (10) Business Days prior cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect any time from the date hereof to the Closing DateDate and (ii) any material failure of the parties or any Affiliate, officer, director, employee, agent or stockholder of the parties to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; PROVIDED, HOWEVER, that such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition. During the same period, the Stockholder shall promptly notify the Buyer of the occurrence of any breach by the Stockholder or RLG of any covenant in this Article 6 or of the occurrence of any event that may make the satisfaction of the conditions in Article 8 impossible or unlikely, and Buyer shall promptly notify the Stockholder of the occurrence of any such breach or event that comes to their attention. Should any such fact or condition require any change in any Disclosure Schedule if the Disclosure Schedule were dated the date of the occurrence or discovery of any such fact or condition, the Stockholder will promptly deliver to the Buyer a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations specifying such change and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules such delivery shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach of a representation, warranty, covenant or inaccuracy of agreement or to satisfy any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any eventcondition; provided, circumstance or development thathowever, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but Buyer shall not be deemed required to have irrevocably waived its right to indemnification under Section 6.01 with respect to Close if any such item (provided that updates shall not give rise to any right of indemnification supplement to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)Disclosure Schedules constitutes a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Stock Exchange (Compass Knowledge Holdings Inc)
Notification of Certain Matters. Seller shall have Between the right to deliver to Purchaser, not later than ten (10) Business Days prior to date of this Agreement and the Closing Date, unless otherwise prohibited by applicable Law, each Party will promptly notify the other Party in writing if the notifying Party becomes aware of (i) any fact or condition that causes or constitutes a breach of any of the notifying Party’s representations and warranties as of the date of this Agreement, or (ii) the occurrence of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. In the case of Seller, should any such fact or condition require any change in the Disclosure Schedules, Seller will promptly deliver to Buyer a supplement or amendment to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at specifying such change. Seller and Buyer hereby acknowledge that no such supplement or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules amendment shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller contained made in this Agreement for purposes the purpose of Article 6. If any item determining satisfaction of the respective conditions to Closing set forth in the Closing Date Schedule Supplement discloses any eventSection 8 or with respect to indemnification rights contained in Section 9; provided, circumstance however, that if Seller delivers to Buyer a supplement or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related amendment to the bring-down of representations Disclosure Schedules prior to Closing and warrantiesBuyer waives its rights under Section 8.1(a) and proceeds to be satisfiedClosing notwithstanding any disclosure in such supplement or amendment, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser Buyer shall be deemed to have irrevocably waived prohibited from exercising its right to terminate indemnification rights under Section 9 of this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions matters expressly set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to on such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)amended or supplemented Disclosure Schedules.
Appears in 1 contract
Notification of Certain Matters. (a) Between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, the Company and the Seller shall have give prompt notice to the right Acquiror of: (a) any fact, condition, information or discovery that any representation or warranty of the Company or the Seller made on the date hereof was untrue or inaccurate in any respect; and (b) any failure of the Company or the Seller to deliver comply with or satisfy any covenant, condition or agreement to Purchaserbe complied with or satisfied by such Person hereunder. The delivery of any notice pursuant to this Section 5.5(a) shall not be deemed to: (i) modify the representations or warranties made on the date hereof by the Seller or the Company; (ii) modify the conditions set forth in Article VI; or (iii) limit or otherwise affect the remedies available hereunder to the Acquiror.
(b) Between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, not later than ten (10) Business Days prior the Company and the Seller shall give prompt notice to the Acquiror of the occurrence or nonoccurrence of any event which would cause any representation or warranty of the Company or the Seller made on the date hereof to be untrue or inaccurate in any respect at the Closing when such representations and warranties are required to be made again. The Seller shall prepare updated Disclosure Schedules for delivery to the Acquiror on or before the Closing Date, a supplement to . If the events disclosed on the updated Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising occurred after the date hereof, that, if existing at such additional items shall not constitute or arising prior be deemed to the date hereof, would have been required to be set forth in the Disclosure Schedules for constitute a breach of the representations and warranties of made by the Seller set forth herein to be true and correct as of on the date hereof, .
(c) Between the date of this Agreement and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunderor the earlier termination of this Agreement, other than the Acquiror shall give prompt notice to cure the Company and the Seller of: (a) any breach fact, condition, information or inaccuracy of discovery that any representation or warranty of Seller contained the Acquiror made on the date hereof was untrue or inaccurate in any respect; and (b) any failure of the Acquiror to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Person hereunder. The delivery of any notice pursuant to this Agreement for purposes of Article 6. If any item set forth in Section 5.5(c) shall not be deemed to: (i) modify the Closing Date Schedule Supplement discloses any event, circumstance representations or development that, individually or in warranties made on the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of date hereof by the Acquiror; (ii) modify the conditions set forth in Section 4.01 Article VI; or (other than those conditions related iii) limit or otherwise affect the remedies available hereunder to the bring-down Acquiror.
(d) Between the date of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of and the Closing Date Schedule Supplement; provided that if Purchaser does or the earlier termination of this Agreement, the Acquiror shall give prompt notice to the Company and the Seller of the occurrence or nonoccurrence of any event which would cause any representation or warranty of the Acquiror made on the date hereof to be untrue or inaccurate in any respect at the Closing when such representations and warranties are required to be made again. The Acquiror shall prepare updated Disclosure Schedules for delivery to the Seller on or before the Closing Date. If the events disclosed on the updated Disclosure Schedules occurred after the date hereof, such additional items shall not deliver such notice within such ten (10) Business Day period, then Purchaser shall constitute or be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any constitute a breach of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to representations and warranties made by the extent such updates are solely to reflect Acquiror on the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)date hereof.
Appears in 1 contract
Notification of Certain Matters. Seller shall have the right (a) From time to deliver to Purchaser, not later than ten (10) Business Days time prior to the Closing DateClosing, a the Sellers shall promptly supplement to or amend the Disclosure Schedules (the “Closing Date Schedule Supplement”) with respect to disclose any matter arising after the date hereof, delivery thereof pursuant hereto that, if existing at at, or arising prior to occurring on, the date hereofof this Agreement, would have been required to be set forth or described in the Table of Contents Disclosure Schedules for Schedule. No supplement 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 of or warranty made pursuant to this Agreement.
(b) The Sellers shall give notice to Purchaser promptly after becoming aware of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would be likely to cause either (A) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date or (B) any condition set forth in Article VI to be unsatisfied in any material respect at any time from the date hereof to the Closing Date and (ii) any failure of the Sellers 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; provided, however, that the delivery of any notice pursuant to this section shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
(c) The Sellers shall deliver to Purchaser copies of (i) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity relating to the United States federal, state, local or foreign Taxes due from or with respect to the Targeted Businesses or any Target Subsidiary and (ii) any closing agreements entered into by or on behalf of the Sellers relating to the Targeted Businesses or any Target Subsidiary with any taxing authority, which come into the possession of the Sellers after the date hereof.
(d) The Sellers shall use their reasonable best efforts to assist Purchaser in connection with financing matters related to the consummation of the Transactions.
(e) If, after the date hereof, Apollo obtains actual knowledge of a breach of any of the representations and warranties of Seller set forth herein the Sellers other than information obtained from the Sellers in writing, Purchaser shall notify the Sellers of such breach prior to be true and correct as of the date hereofClosing Date. If Purchaser has delivered such a notice, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related shall not occur prior to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) 10th Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to following the delivery of such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)notice.
Appears in 1 contract
Notification of Certain Matters. Seller (a) StemSource shall have give prompt notice to MacroPore of (i) the right occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which has caused or would be likely to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller by StemSource contained in this Agreement for purposes of Article 6. If to be untrue or inaccurate in any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance material respect at or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related prior to the bring-down of representations Effective Time and warranties(ii) any failure by StemSource to comply with or satisfy in any material respect any covenant, condition or agreement to be satisfiedcomplied with or satisfied by it hereunder; provided, then Purchaser may terminate however, that the delivery of any notice pursuant to this Section 5.5(a) shall not cure such breach or non-compliance by StemSource, limit or otherwise affect the remedies available hereunder to MacroPore, or constitute an amendment of any representation, warranty or statement in this Agreement or the StemSource Disclosure Letter.
(b) MacroPore and Acquisition Sub shall give prompt notice to StemSource of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which has caused or would be likely to cause any representation or warranty contained in this Agreement by delivering MacroPore or Acquisition Sub to be untrue or inaccurate in any material respect at or prior to the Effective Time on (ii) any failure by MacroPore or Acquisition Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice of termination pursuant to Seller within ten (10this Section 5.5(b) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed cure such breach or non-compliance by MacroPore or Acquisition Sub, as the case may be, limit or otherwise affect the remedies available hereunder to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution StemSource, or constitute an amendment of any Tax Equity Document pursuant to and representation, warranty or statement in accordance with Section 5.12)this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Macropore Inc)
Notification of Certain Matters. Seller (a) MIOA shall have the right give prompt written notice to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as CCI of the date hereof, and following:
(i) the Disclosure Schedules shall occurrence or nonoccurrence of any event whose occurrence or nonoccurrence would be deemed likely to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause either (A) any representation or warranty of Seller MIOA contained in this Agreement for purposes of Article 6. If to be untrue or inaccurate in any item set forth in material respect at any time from the Schedule Delivery Date to the Closing (assuming that each representation and warranty was re-affirmed as of each day between the Schedule Delivery Date Schedule Supplement discloses and the Closing Date, inclusive), including but not limited to those resulting from the consummation of any eventPermitted Equity Financings, circumstance or development that(B) directly or indirectly, individually any Material Adverse Effect; or
(ii) any material failure of MIOA, any officer, director, employee or in the aggregate when taken together agent thereof, to comply with other previously disclosed eventsor satisfy any covenant, circumstances condition or developments, would prevent any agreement to be complied with or satisfied by it hereunder.
(b) CCI shall give prompt written notice to MIOA of the conditions set forth 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 CCI contained in Section 4.01 (other than those conditions related this Agreement to be untrue or inaccurate in any material respect at any time from the Schedule Delivery Date to the bringClosing (assuming that each representation and warranty was re-down affirmed as of representations each day between the Schedule Delivery Date and warrantiesthe Closing Date, inclusive), including but not limited those resulting from the consummation of any Permitted Equity Financings; or (B) directly or indirectly, any Material Adverse Effect;
(ii) any material failure of CCI, any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be satisfiedcomplied with or satisfied by it hereunder.
(c) In the event that either MIOA or CCI is required to deliver a written notice pursuant to subsection (a) or (b) above, then Purchaser may terminate respectively, such party shall, within three (3) days after delivery of such notice, deliver to the other party a revised Schedule updating such representation or warranty. The receiving party shall review the Schedule and within five (5) days after its receipt, elect to either (i) approve the Schedule for attachment to this Agreement by delivering notice of termination and treat such Schedule, as if it had been delivered and attached to Seller within ten (10) Business Days of its receipt this Agreement as of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver Delivery Date, or (ii) treat such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect Schedule and the events giving rise to such item and its right to not consummate the transactions contemplated hereby with respect to Schedule as a breach of such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and related representation or warranty in accordance with the terms of this Agreement, including but not limited to Section 5.12)7.7, 8.1 and 9.1, as applicable; PROVIDED, however, that any events which are permitted to occur between the date hereof and the Closing pursuant to the terms of this Agreement (such as a Permitted Equity Financing) shall in no event be treated as a breach of a representation or warranty hereunder.
(d) Notwithstanding the foregoing, the delivery of any notice pursuant to this Section shall not waive or release MIOA or CCI, as the case may be, from its representations, warranties, covenants or agreements under this Agreement, except as they may be modified and approved in accordance with subsection (c)(i) above.
Appears in 1 contract
Samples: Stock Exchange Agreement (Medical Industries of America Inc)
Notification of Certain Matters. Seller shall have the right (a) From time to deliver to Purchaser, not later than ten (10) Business Days time prior to the Closing DateClosing, a the Company shall promptly supplement or amend the Company Disclosure Schedule with respect to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, delivery thereof pursuant hereto that, if existing at at, or arising prior to occurring on, the date hereofof this Agreement, would have been required to be set forth or described in the Company Disclosure Schedule. No supplement to or amendment of the Company Disclosure Schedule made after the execution hereof by the Company or the Principal Shareholders and prior to the Closing pursuant to this section or otherwise shall be deemed to cure any breach of any representation, warranty or covenant made as of the date of execution of this Agreement.
(b) From time to time prior to the Closing, the Purchaser shall promptly supplement or amend the Purchaser Disclosure Schedules 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 on the Purchaser Disclosure Schedule. No supplement to or amendment of the Purchaser Disclosure Schedule made after the execution hereof by the Purchaser and prior to the Closing pursuant to this section or otherwise shall be deemed to cure any breach of any representation, warranty or covenant made as of the date of execution of this Agreement. Each additional filing of the Purchaser made available on XXXXX with the SEC between the date hereof and the Closing Date shall constitute notice of the information set forth therein for purposes of supplementing and amending the representations and warranties of Seller Purchaser and Merger Sub set forth herein in Article IV hereof.
(c) The Company shall give written notice to be true and correct as Purchaser promptly upon the Knowledge of the date hereof, and Company of (i) the Disclosure Schedules shall occurrence or non-occurrence of any event whose occurrence or non-occurrence would be deemed likely to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause either (A) any representation or warranty of Seller the Company contained in this Agreement for purposes of Article 6. If to be untrue or inaccurate in any item material respect when made or at the Closing Date or (B) any condition with respect to the Company set forth in Articles VI and VII to be unsatisfied in any material respect at any time from the date hereof to the Closing Date Schedule Supplement discloses and (ii) any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any material failure of the conditions Company 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; provided, however, that the delivery of any notice pursuant to this section shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
(d) The Principal Shareholders shall give written notice to Purchaser promptly upon the knowledge of the Principal Shareholders of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would be likely to cause either (A) any representation or warranty of the Principal Shareholders contained in this Agreement to be untrue or inaccurate in any material respect when made or at the Closing Date or (B) any condition set forth in Section 4.01 (other than those conditions related to the bring-down of representations Articles VI and warranties) VII to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination unsatisfied in any material respect at any time from the date hereof to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplementand (ii) any material failure of any Principal Shareholders to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided provided, however, that if Purchaser does the delivery of any notice pursuant to this section shall not deliver limit or otherwise affect the remedies available hereunder to the party receiving such notice within such ten notice.
(10e) Business Day period, then Purchaser shall give written notice to the Company promptly after becoming aware of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would be deemed likely to have irrevocably waived its right to terminate cause either (A) any representation or warranty of Purchaser contained in this Agreement with to be untrue or inaccurate in any material respect to such item and its right to not consummate when made at the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under Closing Date or (B) any of the conditions condition set forth in Section 4.01Article VI and VII to be unsatisfied in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of Purchaser or any officer, but director, employee or agent thereof, 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 shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification limit or otherwise affect the remedies available hereunder to the extent party receiving such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)notice.
Appears in 1 contract
Samples: Merger Agreement (Jarden Corp)
Notification of Certain Matters. Seller (i) The Sellers shall give prompt written notice to the Purchaser of (A) the occurrence, or failure to occur, of any event of which they have Knowledge that would be reasonably likely to cause any representation or warranty of the Sellers contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing if such representation or warranty were made at such time; (B) the failure of the Sellers to comply with or satisfy in any material respect any covenant to be complied with by it hereunder; (C) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or the other Transaction Documents; and (D) any written notice or other written communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or the other Transaction Documents. No such notification shall affect the representations or warranties of the Parties or the conditions to their respective obligations hereunder.
(ii) The Sellers shall have the right right, and the continuing obligation, to deliver disclose additional matters (a “Supplemental Disclosure Item”) in a letter to Purchaser, not later than ten the Purchaser (10a “Supplemental Disclosure Letter”) Business Days from time to time prior to the Closing Date, a supplement that come to the Disclosure Schedules (Knowledge of the “Closing Date Schedule Supplement”) to disclose any matter arising Sellers after the date hereof, hereof that, if existing at had such additional matters been existing, occurring or arising prior to known on the date hereof, would have been required to be set forth or described in the Sellers Disclosure Schedules for delivered to the Purchaser on the date of this Agreement in order to make the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt as of the Closing Date Schedule Supplement; provided that if Purchaser does Date. The delivery of a Supplemental Disclosure Letter shall not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its diminish the Purchaser’s right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.127.1(b)(i).
Appears in 1 contract
Notification of Certain Matters. (a) Seller shall have the right to deliver give prompt written notice to Purchaser, not later than ten and Purchaser shall give prompt written notice to Seller (10each, a “Notice of Changed Condition”), to the extent either such party becomes aware of (i) Business Days prior the occurrence, or failure to occur, of any event (a “Changed Condition”) that would be likely to cause any of their respective representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date, a supplement and (ii) any failure on their respective parts to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose comply with or satisfy, in any matter arising after the date hereofmaterial respect, thatany covenant, if existing at condition, or arising prior to the date hereof, would have been required agreement to be set forth in the Disclosure Schedules for the representations and warranties complied with or satisfied by any of Seller set forth herein them under this Agreement (a “Potential Breach”). Any Notice of Changed Condition shall specify that it is being provided to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed Purchaser pursuant to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy this Section 4.3.
(b) Upon receipt of any representation or warranty such Notice of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any eventChanged Condition, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver approve of the Changed Condition, Purchaser may elect, by written notice given to Seller on or prior to the earlier of (a) five (5) business days after receipt of notice of the Changed Condition or (b) the Closing Date, to terminate this Agreement, in which event the Deposit shall be refunded to Purchaser. Upon such termination, neither party hereto shall have any further rights against, or obligations to, the other under this Agreement except those obligations expressly surviving a termination of this Agreement. If after receipt of notice within such ten (10) Business Day periodfrom Seller of any Changed Condition or if after Purchaser otherwise obtains actual knowledge of a Changed Condition, then Purchaser does not elect to terminate the Agreement as provided above, Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement any claim hereunder with respect to such item the Changed Condition. Anything herein to the contrary notwithstanding, Purchaser acknowledges and its right agrees that changes to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any Rent Roll during the term of the conditions set forth in Section 4.01, but shall this Agreement will not be deemed a Changed Condition.
(c) For the avoidance of doubt, no Notice of a Changed Condition describing a Potential Breach shall be subject to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates Section 4.3(b) above, and this Section 4.3 shall not give rise to any right limit Purchaser’s rights and remedies contained in ARTICLE 9 hereof in the event of indemnification to the extent such updates are solely to reflect the execution a breach of any Tax Equity Document pursuant to and in accordance with Section 5.12)this Agreement by Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Realty Capital Healthcare Trust II, Inc.)
Notification of Certain Matters. (a) Seller shall have give prompt notice to Buyer of (i) the right occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfieduntrue or inaccurate in any material respect at the Closing, then Purchaser may terminate this Agreement and (ii) any failure of Seller to comply with or satisfy in any material respect any covenant or agreement required to be complied with or satisfied by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such itemit hereunder, in each case, after giving effect to either case such item under any of that the conditions set forth in Section 4.018.2(a) might reasonably not be satisfied by the End Date; provided, but however, that the delivery of any notice pursuant to this Section 7.9(a) 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 Seller pursuant to this Section 7.9(a), however, shall be deemed to have irrevocably waived its right amend or supplement the Seller Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant by Seller hereunder.
(b) Parent or Buyer shall give prompt notice to indemnification under Section 6.01 Seller of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of Parent or Buyer contained in this Agreement to be untrue or inaccurate in any material respect at the Closing, and (ii) any failure of Parent or Buyer to comply with or satisfy in any material respect any covenant, condition or agreement required to be complied with or satisfied by it hereunder, in either case such item (provided that updates the conditions set forth in Section 8.3(a) might reasonably not be satisfied by the End Date; provided, however, that the delivery of any notice pursuant to this Section 7.9(b) shall not give rise (a) limit or otherwise affect any remedies available to any right Seller, or (b) constitute an acknowledgment or admission by Parent or Buyer of indemnification to the extent such updates are solely to reflect the execution a breach of any Tax Equity Document this Agreement. No disclosure by Parent or Buyer pursuant to and in accordance with this Section 5.127.9(b), however, shall be deemed to amend or supplement the Buyer Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant by Parent or Buyer hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Be Inc)
Notification of Certain Matters. (a) Seller shall have give prompt notice to Buyer of (i) the right occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which is likely to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfieduntrue or inaccurate in any material respect at the Closing, then Purchaser may terminate this Agreement and (ii) any failure of Seller to comply with or satisfy in any material respect any covenant or agreement required to be complied with or satisfied by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such itemit hereunder, in each case, after giving effect to either case such item under any of that the conditions set forth in Section 4.018.2(a) might reasonably not be satisfied by the End Date; provided, but however, that the delivery of any notice pursuant to this Section 7.9(a) 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 Seller pursuant to this Section 7.9(a), however, shall be deemed to have irrevocably waived its right amend or supplement the Seller Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant by Seller hereunder.
(b) Parent or Buyer shall give prompt notice to indemnification under Section 6.01 Seller of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which is likely to cause any representation or warranty of Parent or Buyer contained in this Agreement to be untrue or inaccurate in any material respect at the Closing, and (ii) any failure of Parent or Buyer to comply with or satisfy in any material respect any covenant, condition or agreement required to be complied with or satisfied by it hereunder, in either case such item (provided that updates the conditions set forth in Section 8.3(a) might reasonably not be satisfied by the End Date; provided, however, that the delivery of any notice pursuant to this Section 7.9(b) shall not give rise (a) limit or otherwise affect any remedies available to any right Seller, or (b) constitute an acknowledgment or admission by Parent or Buyer of indemnification to the extent such updates are solely to reflect the execution a breach of any Tax Equity Document this Agreement. No disclosure by Parent or Buyer pursuant to and in accordance with this Section 5.127.9(b), however, shall be deemed to amend or supplement the Buyer Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant by Parent or Buyer hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Be Inc)
Notification of Certain Matters. Seller (a) The Company shall have give prompt notice to Parent of (i) the right occurrence, or failure to deliver to Purchaseroccur, not later than ten (10) Business Days prior to of any event before the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at which occurrence or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of failure causes any representation or warranty of Seller the Company contained in this Agreement for purposes Agreement, the Employment Agreements or any exhibit or schedule to be untrue or inaccurate in any material respect and (ii) any material failure of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance Company or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related its Affiliates to the bring-down of representations and warranties) comply with or satisfy any covenant, condition or agreement to be satisfiedcomplied with or satisfied by it under this Agreement, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule SupplementEmployment Agreements or any exhibit or schedule; provided PROVIDED, HOWEVER, that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but disclosure shall not be deemed to have irrevocably waived its right cure any breach of a representation, warranty, covenant or agreement or to indemnification satisfy any condition. The Company shall promptly notify Parent of any event or state of facts before the Closing that constitutes a Material Adverse Effect.
(b) Parent shall give prompt notice to the Company of (i) the occurrence, or failure to occur, of any event before the Closing which occurrence or failure causes any representation or warranty of Parent or Merger Sub contained in this Agreement, the Employment Agreements or any exhibit or schedule to be untrue or inaccurate in any material respect and (ii) any material failure of Parent or Merger Sub or any of their respective Affiliates or Representatives, as applicable, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under Section 6.01 with respect to this Agreement, the Employment Agreements or any exhibit or schedule; PROVIDED, HOWEVER, that such item (provided that updates disclosure shall not give rise be deemed to cure any right breach of indemnification a representation, warranty, covenant or agreement or to satisfy any condition. To the extent such updates are solely to reflect permitted by applicable securities laws, Parent shall promptly notify the execution Company of any Tax Equity Document pursuant to and in accordance with Section 5.12)event or state of facts before the Closing that constitutes a Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Ticketmaster Online Citysearch Inc)
Notification of Certain Matters. (a) From the date hereof through the Closing, Seller shall have the right give prompt notice to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as Buyer of the date hereofoccurrence, and the Disclosure Schedules shall be deemed or failure to be modifiedoccur, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure of any breach or inaccuracy of event which would (a) cause any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If (including the Disclosure Schedule) that is qualified as to materiality or Material Adverse Effect to be untrue or inaccurate or any item set forth representation or warranty that is not so qualified to be untrue or inaccurate in the Closing Date Schedule Supplement discloses any eventmaterial respect, circumstance or development that, individually (b) constitute or result in the aggregate when taken together with other previously disclosed events, circumstances a default or developments, would prevent breach by Seller or any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down its Affiliates of representations and warranties) any covenant, condition or agreement to be satisfiedcomplied with or satisfied by it under this Agreement; provided, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided however, that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but disclosure shall not be deemed to cure -------- ------- any breach of a representation, warranty, covenant or agreement or to satisfy any condition. Seller shall promptly notify Buyer of any default, the threat or commencement of any Action, or any development that occurs before the Closing that could reasonably be likely to have irrevocably waived a Material Adverse Effect on Seller.
(b) From the date hereof through the Closing, Buyer shall give prompt notice to Seller of the occurrence, or failure to occur, of any event which would (a) cause any representation or warranty of Buyer contained in this Agreement that is qualified as to materiality or Material Adverse Effect to be untrue or inaccurate or any representation or warranty that is not so qualified to be untrue or inaccurate in any material respect, or (b) constitute or result in a default or breach by Buyer or any of its right Affiliates of any covenant, condition or agreement to indemnification be complied with or satisfied by it under Section 6.01 with respect to this Agreement; provided, however, that such item (provided that updates disclosure shall not give rise be deemed to -------- ------- cure any right breach of indemnification a representation, warranty, covenant or agreement or to the extent such updates are solely to reflect the execution satisfy any condition. Buyer shall promptly notify Seller of any Tax Equity Document pursuant to and in accordance with Section 5.12)default or the threat or commencement of any Action.
Appears in 1 contract
Notification of Certain Matters. Seller shall have (a) From the right to deliver to Purchaser, not later than ten (10) Business Days prior to date of this Agreement until the Closing Date, a supplement Seller Representative shall give prompt written notice to Buyer of (i) the Disclosure Schedules (the “Closing Date Schedule Supplement”) occurrence, or failure to disclose occur, of any matter arising after the date hereofevent, that, if existing at circumstance or arising prior fact that is reasonably likely to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller Sellers contained in this Agreement for purposes to be untrue in any material respect; and (ii) any failure of Article 6a Seller to comply with or satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. If The content of any item set forth in notice or update delivered by Seller Representative to Buyer prior to the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related pursuant to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but 6.4 shall not be deemed to have irrevocably waived amend or supplement the Schedules or to modify the applicable representations, warranties and covenants contained in this Agreement or the other Transaction Documents for purposes of determining whether applicable conditions precedent in Article 8 are satisfied or for purposes of determining or calculating Sellers’ and the Foundation’s indemnification obligations set forth in Article 10.
(b) If (i) any Seller discovers at any time following the date of this Agreement that any Material Contract exists that is not disclosed on Schedule 4.19(a), any Tenant Lease exists that is not disclosed on Schedule 4.22(c), any Third-Party Lease exists that is not disclosed on Schedule 4.22(d) or any Contract exists that is not disclosed on Schedule 2.1(h); or (ii) any Seller enters into a Contract between the date of this Agreement and the Closing Date, then Seller Representative shall promptly notify Buyer of such fact and provide Buyer with an accurate and complete copy of such Contract. Buyer may, in its right sole discretion, designate any such Material Contract, Tenant Lease, Third-Party Lease or Contract relating to indemnification under Section 6.01 with respect Referral Sources either as an Assumed Contract or Excluded Contract, and if Buyer elects to treat such item (provided Material Contract, Tenant Lease, Third-Party Lease or Contract relating to Referral Sources as an Assumed Contract, the Parties shall update Schedule 2.1(h) accordingly on the day before the Closing. All such Contracts that updates are not Material Contracts, Tenant Leases, Third-Party Leases or Contracts relating to Referral Sources shall not give rise to be deemed Assumed Contracts, unless such Contract violates applicable Law. The Parties shall update Schedule 2.1(h) accordingly on the day before the Closing for any right of indemnification Contracts deemed Assumed Contracts pursuant to the extent such updates are solely preceding sentence. Any Material Contract, Tenant Lease or Third-Party Lease that is approved or deemed approved by Buyer under Section 6.2 shall automatically be deemed an Assumed Contract and added to reflect Schedule 2.1(h) on the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)day before the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement
Notification of Certain Matters. (a) Sellers will give prompt notice to Buyer of: (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which is reasonably expected to cause any representation or warranty made by such Seller shall have the right in Article III or Article IV to deliver to Purchaser, not later than ten (10) Business Days be untrue at or prior to the Closing Dateof which Sellers have Knowledge, a supplement (ii) any discovery that any representation or warranty of Sellers in Articles III and IV is untrue, and (iii) any failure of such Seller or any Company to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by such Seller or any Company hereunder prior to Closing. Buyer will give prompt notice to Sellers of: (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in Article VI to be untrue at or prior to the Closing, (ii) any discovery that any representation or warranty of Buyer in Article VI is untrue, and (iii) any failure of Buyer to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by Buyer hereunder prior to Closing.
(b) The delivery of any notice or of any supplements or amendments to the Disclosure Schedules Schedule pursuant to this Section will not be deemed to: (i) modify the “Closing Date Schedule Supplement”representations or warranties hereunder of the party delivering such notice, (ii) to disclose any matter arising after modify the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be conditions set forth in Article IX or (iii) limit or otherwise affect the remedies (if any) available under this Agreement to the party receiving such notice; provided, however, that if the Closing occurs, the Disclosure Schedules Schedule as so supplemented or amended as of the Closing with respect to such Post-Signing Event will be deemed to be the Disclosure Schedule for purposes of determining whether or not any breach of the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)Company has occurred.
Appears in 1 contract
Samples: Partnership Interest Purchase and Sale Agreement (Crosstex Energy Lp)
Notification of Certain Matters. Seller (a) For purposes of this Agreement, "Parent Material Adverse Change" and "Parent Material Adverse Effect" mean, respectively, any change or effect that is materially adverse to the business operations, financial condition, assets, liabilities, or results of operations of the Parent, but shall not be deemed to include: (i) any adverse change or effect to the extent resulting from matters, which are not of a general economic nature, that generally affect the industry in which Parent operates, (ii) any matters resulting from or arising in connection with this Agreement or the transactions contemplated by this Agreement or the announcement hereof or (iii) any change in stock price or trading volume, provided that this clause (iii) shall not exclude any underlying effect that may have the right to caused such change in stock price or trading volume.
(b) Parent shall deliver to Purchaser, not Company no later than ten (10) the end of the second Business Days Day prior to the Closing Date, Date a supplement to the Disclosure Schedules true and complete schedule of changes (the “Closing Date Schedule Supplement”"Parent Update Schedule") to disclose any matter arising after of the information contained in the Parent's schedules to this Agreement (including changes to any other representations or warranties of the Company in Article IV hereof as to which no schedules have been created as of the date hereof but as to which a schedule would have been required hereunder to have been created on or before the date hereof if such changes had existed on the date hereof), that, if existing at which changes are required as a result of events or arising circumstances occurring subsequent to the date hereof (it being understood that the mere discovery of events or circumstances following the date hereof shall not constitute a basis for any such change to the extent that the event occurred or the circumstance existed prior to the date hereof) which would render any representation or warranty inaccurate or incomplete at any time after the date of this Agreement until the Closing Date, would have been required to which Parent Update Schedule shall be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct dated as of the Closing Date (and for avoidance of doubt may be updated by the Parent in writing to reflect any additional changes which occur between the date hereofof initial delivery of the Parent Update Schedule through the Closing Date, and the Disclosure Schedules subject to Company having a reasonable period of time thereafter in which to review such changes not to exceed two (2) Business Days).
(c) Except as provided in this paragraph, no such supplemental information shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to avoid or cure any misrepresentation or breach of warranty or inaccuracy constitute an amendment of any representation representation, warranty or warranty of Seller contained statement in this Agreement for purposes of Article 6or negate any indemnity hereunder. If any item set forth in the Closing Date Schedule Supplement discloses any event, such supplemental information relates to an event or circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related occurring subsequent to the bring-down of representations date hereof and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of if Company would have the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any by this Agreement as a result of the conditions set forth failure of the condition contained in Section 4.018.2 on the basis of the information so disclosed and it does not exercise such right prior to the Closing, but then such supplemental information shall constitute an amendment of the representation, warranty or statement to which it relates for purposes of Article IX of this Agreement.
(d) For avoidance of doubt, any additions or changes appearing on the Parent Update Schedule which are identified by the Parent as a Parent Material Adverse Effect or Parent Material Adverse Change shall be identified as such in the certificate to be delivered to Company pursuant to Section 8.2(b). Any changes or effects which are not identified by Parent as a Parent Material Adverse Effect or Parent Material Adverse Change in Parent's certificate delivered pursuant to Section 8.2(b) shall not constitute an amendment of the representation, warranty or statement to which it relates for purposes of Article IX of this Agreement and shall be deemed subject to have irrevocably waived its right to the indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right provisions of indemnification Article IX unless and only to the extent that Company has, at the request of the Parent, expressly consented to the action giving rise to such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)changes or effects.
Appears in 1 contract
Samples: Merger Agreement (Tekelec)
Notification of Certain Matters. Seller shall have (a) During the right to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after period from the date hereof, that, if existing at or arising prior to of this Agreement until the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties earlier of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunderor termination of this Agreement pursuant to Article IX, each Party hereto shall promptly notify the other than to cure Party in writing if such Party becomes aware of any breach of or inaccuracy of in any representation representation, warranty or warranty of Seller contained covenant that will or is reasonably likely to result in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 Article VIII (other than those conditions related Conditions to the bring-down Obligations to Close) of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering becoming incapable of being satisfied. Subject to Section 5.13(b) below, no notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser or disclosure delivered pursuant this subsection shall be deemed to (x) modify, amend or supplement any representation, warranty or covenant set forth herein, or in any certificate or the Company Disclosure Schedule, (y) be deemed to limit or impact the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement in accordance with the terms and conditions hereof or (z) prevent or cure any misrepresentations, failure to be true or breach or in any way affect or limit any rights or remedies of any Party under this Agreement.
(b) The Company shall have irrevocably waived its the right from time to terminate time prior to the Closing to supplement or amend the Company Disclosure Schedule for information purposes only in respect of the representations and warranties set forth in Article III of this Agreement with respect to any matter arising or discovered after the date of this Agreement. Any such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but supplemental or amended disclosure shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to cured any right of indemnification to the extent such updates are solely to reflect the execution breach of any Tax Equity Document pursuant representation or warranty made in this Agreement for purposes of the indemnification provided for in Sections 10.2(a)(i)(B) or (C) (Indemnification) hereof or for purposes of determining whether or not the conditions set forth in Article VIII (Conditions to Obligations to Close) have been satisfied. Nothing in this Agreement, including this Section 5.13, shall imply that the Company is making any representation or warranty as of any date other than the date of this Agreement and in accordance with Section 5.12)the Closing Date.
Appears in 1 contract
Notification of Certain Matters. Seller shall have the right to deliver to Purchaser, not later than ten (10a) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, Dataradio and the Disclosure Schedules Shareholders shall give prompt notice to CalAmp and Acquisition Sub of (i)the occurrence, or failure to occur, of any event which occurrence or failure would be deemed likely to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller Dataradio of the Shareholders contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed eventsany Ancillary Agreement, circumstances exhibit or developmentsschedule to be untrue or inaccurate in any material respect and (ii)any material failure of Dataradio or any of its Subsidiaries, would prevent or any of the conditions set forth in Section 4.01 (other than those conditions related Shareholders, to the bring-down of representations and warranties) comply with or satisfy any covenant, condition or agreement to be satisfied, then Purchaser may terminate complied with or satisfied by it under this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplementor any Ancillary Agreement, exhibit or schedule; provided provided, however, that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but disclosure shall not be deemed to have irrevocably waived its right cure any breach of a representation, warranty, covenant or agreement or to indemnification satisfy any condition. Dataradio and the Shareholders shall promptly notify CalAmp and Acquisition Sub of the threat or commencement of any Action, or any development that occurs before the Closing that could in any way result in a Material Adverse Effect.
(b) CalAmp and Acquisition Sub shall give prompt notice to Dataradio of (i)the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of CalAmp or Acquisition Sub contained in this Agreement or in any Ancillary Agreement, exhibit or schedule to be untrue or inaccurate in any material respect and (ii)any material failure of CalAmp or Acquisition Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under Section 6.01 with respect to this Agreement or any Ancillary Agreement, exhibit or schedule; provided, however, that such item (provided that updates disclosure shall not give rise be deemed to cure any right breach of indemnification a representation, warranty, covenant or agreement or to the extent such updates are solely to reflect the execution of satisfy any Tax Equity Document pursuant to and in accordance with Section 5.12)condition.
Appears in 1 contract
Notification of Certain Matters. (a) Seller shall have give prompt notice to Buyer of (i) the right occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfieduntrue or inaccurate in any material respect at the Closing, then Purchaser may terminate this Agreement and (ii) any failure of Seller to comply with or satisfy in any material respect any covenant or agreement required to be complied with or satisfied by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such itemit hereunder, in each case, after giving effect to either case such item under any of that the conditions set forth in Section 4.018.2(a) might -------------- reasonably not be satisfied by the End Date; provided, but however, that the delivery of any notice pursuant to this Section 7.9(a) 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 Seller pursuant to this Section 7.9(a), however, shall be deemed -------------- to amend or supplement the Seller Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant by Seller hereunder.
(b) Parent or Buyer shall give prompt notice to Seller of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of Parent or Buyer contained in this Agreement to be untrue or inaccurate in any material respect at the Closing, and (ii) any failure of Parent or Buyer to comply with or satisfy in any material respect any covenant, condition or agreement required to be complied with or satisfied by it hereunder, in either case such that the conditions set forth in Section 8.3(a) might reasonably not be satisfied by the -------------- End Date; provided, however, that the delivery of any notice pursuant to this Section 7.9(b) shall not (a) limit or otherwise affect any remedies available to -------------- Seller, or (b) constitute an acknowledgment or admission by Parent or Buyer of a breach of this Agreement. No disclosure by Parent or Buyer pursuant to this Section 7.9(b), however, shall be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to amend or supplement the Buyer -------------- Disclosure Schedule or prevent or cure any right misrepresentations, breach of indemnification to the extent such updates are solely to reflect the execution warranty or breach of any Tax Equity Document pursuant to and in accordance with Section 5.12)covenant by Parent or Buyer hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Palm Inc)
Notification of Certain Matters. Seller shall have the right (a) From time to deliver to Purchaser, not later than ten (10) Business Days time prior to the Closing DateClosing, a Seller shall promptly supplement to or amend the Disclosure Schedules (the “Closing Date Schedule Supplement”) with respect to disclose any matter arising after the date hereof, delivery thereof pursuant hereto that, if existing at at, or arising prior to occurring on, the date hereofof this Agreement, would have been required to be set forth or described in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as Schedule (a “Post-Signing Matter”). No supplement or amendment of the date hereof, and Disclosure Schedule made after the delivery of the Disclosure Schedules Schedule shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller contained made in this Agreement or have any effect for purposes the purpose of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any determining satisfaction of the conditions set forth in Section 4.01 (other than those conditions related Article VIII hereof or the compliance by Seller with any covenant set forth herein or the indemnification provided for in Article X hereof; provided, however, that if Purchaser elects to close the bringTransactions after receiving notice of a Post-down Signing Matter, Purchaser shall not be entitled to indemnification as provided for by Article X in respect of breach of representations and warrantieswarranties relating to such Post-Signing Matter.
(b) Seller shall give notice to Purchaser, and Purchaser shall give notice to Seller, promptly after becoming aware of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would be likely to cause either (A) any representation or warranty contained in this Agreement to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination untrue or inaccurate in any material respect at any time from the date hereof to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplementor (B) any condition set forth in Article VIII to be unsatisfied in any material respect at the Closing Date and (ii) any material failure of Seller or Purchaser, respectively, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided provided, however, that if Purchaser does (x) the delivery of any notice pursuant to this section shall not deliver limit or otherwise affect the remedies available hereunder to the party receiving such notice within and (y) the failure to give such ten 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.
(10c) Business Day periodSeller shall deliver to Purchaser copies of (i) all audit reports, then Purchaser shall be deemed letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity relating to have irrevocably waived its right to terminate this Agreement the United States federal, state, local or foreign Taxes due from or with respect to such item Seller or any Seller Subsidiary and its right to not consummate (ii) any closing agreements entered into by Seller or any Seller Subsidiary with any taxing authority, which come into the transactions contemplated hereby with respect to such item, in each case, possession of Seller after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)date hereof.
Appears in 1 contract
Notification of Certain Matters. Seller (a) Concentra shall have give prompt written notice to Coventry of: (i) the right occurrence, or failure to deliver occur, of any event, condition, fact or circumstance of which it has Knowledge that would be reasonably likely to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller Concentra and the Sellers contained in this Agreement for purposes or in any other Transaction Agreement to be untrue or inaccurate in any material respect at any time from the date of Article 6this Agreement to the Closing determined as if such representation or warranty were made at such time, (ii) the failure of Concentra or the Sellers to comply with or satisfy in any material respect any covenant to be complied with by it hereunder, (iii) any written notice or other written communication from any Person alleging that the Consent of such person is or may be required in connection with the transactions contemplated by this Agreement and (iv) any written notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement. If any item set forth No such notification shall affect the representations or warranties of the Parties or the conditions to their respective obligations hereunder. Solely to the extent such disclosure under clause (i) above relates to an event, condition, fact or circumstance that first occurs after the date of this Agreement and which results in a breach of a representation or warranty, Concentra shall be entitled to make such disclosures in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any form of the conditions set forth in Section 4.01 (other than those conditions related updates and/or modifications to the bring-down of representations Concentra Disclosure Letter. In the event Concentra acknowledges in writing that such update gives rise to a termination right by Coventry under ARTICLE XI and warranties) Coventry nevertheless waives or fails to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived timely exercise its right to terminate this Agreement with respect to as set forth below, such item update shall amend and its right to not consummate supplement the transactions contemplated hereby with respect to appropriate Sections of the Concentra Disclosure Letter previously delivered solely for the purposes of ARTICLE XII only; provided, however, that in no event shall such item, in each case, after giving effect to such item under updates amend the Concentra Disclosure Letter for the purpose of determining whether any of the conditions set forth in Section 4.0110.2 have been satisfied, but except to the extent set forth in the following sentence. Notwithstanding any provision in this Agreement to the contrary, unless Coventry and Buyer provides Concentra and the Sellers with a written termination notice pursuant to ARTICLE XI within five business days following the later to occur of (i) the receipt of reasonably detailed supporting information relating to the matters described in such update or (ii) the expiration of any applicable Cure Period in respect of a breach described in an updated Concentra Disclosure Letter delivered pursuant to the preceding sentence, Coventry, solely with respect to the breach(es) described in the update to the Concentra Disclosure Letter, shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with terminate this Agreement or prevent the consummation of the transactions contemplated by this Agreement pursuant to ARTICLE XI or Section 10.2, as applicable.
(b) Coventry and Buyer shall give to Concentra prompt written notice of: (i) the occurrence, or failure to occur, of any event, conditions, fact or circumstance of which either of them has Knowledge that would be reasonably likely to cause any representation or warranty of Coventry or Buyer contained in this Agreement or in any other Transaction Agreement to be untrue or inaccurate in any material respect to such item (provided that updates shall not give rise to at any right time from the date of indemnification this Agreement to the extent Closing determined as if such updates are solely to reflect representation or warranty were made at such time, (ii) the execution existence of any Tax Equity Document pursuant fact or circumstance or the occurrence, or failure to occur, of any event of which either of them has Knowledge that would be reasonably likely to cause any representation or warranty of Concentra or the Sellers contained in this Agreement or in any other Transaction Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing determined as if such representation or warranty were made at such time, (iii) the failure of Coventry or Buyer to comply with or satisfy in any material respect any covenant to be complied with by it hereunder, (iv) any written notice or other written communication from any Person alleging that the Consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (v) any written notice or other written communication from any Governmental Authority in accordance connection with Section 5.12)the transactions contemplated by this Agreement. No such notification shall affect the representations or warranties of the Parties or the conditions to their respective obligations hereunder.
Appears in 1 contract
Notification of Certain Matters. (a) Seller shall have give prompt notice to Buyer of: (i) the right occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in to be untrue or inaccurate at or prior to the Closing Date Schedule Supplement discloses Date, (ii) any eventfailure of Seller to comply with or satisfy any covenant, circumstance condition or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) agreement to be satisfiedcomplied with or satisfied by it hereunder and (iii) the occurrence of a Business Material Adverse Effect; provided, then Purchaser may terminate however, that the delivery of any notice pursuant to this Agreement by delivering notice Section 4.23(a) shall not (a) limit or otherwise affect any remedies available to Buyer (including any right of termination Buyer to Seller within ten (10) Business Days claim a failure of its receipt of the a condition to Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.011.5(b)(i) or Section 1.5(b)(ii)) or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Seller pursuant to this Section 4.23(a), but shall not affect or be deemed to have irrevocably waived its right qualify, limit, waive, modify, amend, or supplement any representation or warranty contained herein or in Seller Disclosure Schedule, the conditions to indemnification the obligations of Buyer to consummate the Contemplated Transactions in accordance with the terms and provisions of this Agreement, or the rights of Buyer or any Indemnified Party under Section 6.01 or arising out of a breach of this Agreement.
(b) Buyer shall give prompt notice to Seller of: (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of Buyer contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of Buyer 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 4.23(b) shall not (x) limit or otherwise affect any remedies available to Seller or (y) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Buyer pursuant to this Section 4.23(b), shall affect or be deemed to qualify, limit, waive, modify, amend, or supplement any representation or warranty contained herein, the conditions to the obligations of Seller to consummate the Contemplated Transactions in accordance with the terms and provisions of this Agreement, or the rights of Seller under or arising out of a breach of this Agreement.
(c) Seller shall notify Buyer in writing promptly after learning of any Litigation initiated or threatened against Seller or any of their respective officers, directors, managers, employees, shareholders or other securityholders in their capacity as such. Seller shall notify Buyer in writing promptly after learning of any Litigation or threatened Litigation by, or receiving any notice from, any Person (i) alleging any infringement, misappropriation, misuse, dilution, violation, or unauthorized use or disclosure of any Seller IP or Technology or unfair competition, (ii) inviting Seller to take a license under any intellectual property rights or consider the applicability of any intellectual property rights to any Seller Product or the conduct of the Business, challenging the ownership, use, validity or enforceability of any intellectual property rights of Seller or Technology of Seller, or (iii) alleging any violation of any Person’s privacy, personal, statutory or confidentiality rights. Seller shall give Buyer the opportunity to (i) participate in the defense of any such Litigations or threatened Litigations, and (ii) consult with counsel to Seller regarding the defense, settlement, or compromise with respect to any such item (provided that updates Litigation or threatened Litigation. Seller shall not give rise settle or compromise or agree to settle or compromise any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)Litigation or threatened Litigation without Buyer’s prior written consent.
Appears in 1 contract
Notification of Certain Matters. (a) Until the Closing occurs, Seller and the Partners shall give prompt written notice to Buyer, and Buyer shall give prompt written notice to Seller and the Partners, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which would cause any of such Party’s representations or warranties in this Agreement to be untrue or inaccurate in any material respect (a “Rep Event”), and (ii) any failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them or any other Party under this Agreement. The Party or Parties (whether one or more) whose representations or warranties would then be rendered untrue or inaccurate or who would then fail to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them are referred to as the “Affected Party.” All other Parties, whether one or more, are referred to as the “Non-Affected Party”. In no event does the foregoing require (i) Buyer to provide notice to Seller and the Partners of a Rep Event with respect to the representations or warranties of Seller and the Partners, or (ii) Seller and the Partners to provide notice to Buyer with respect to the representations or warranties of Buyer.
(b) In the event of a Rep Event, the Affected Party shall have the right to deliver to Purchaser, not later than ten (10) Business Days prior days within which to notify the Closing Date, a supplement to Non-Affected Party that the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at Affected Party has cured or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than is proceeding to cure any breach the Rep Event or inaccuracy of any representation or warranty of Seller contained in that the Affected Party does not intend to cure such Rep Event. If the Affected Party notifies the Non-Affected Party that it is proceeding to cure such Rep Event, then the Non-Affected Party shall not be entitled to terminate this Agreement for purposes ten (10) days following receipt of Article 6such notice. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance Affected Party notifies the Non-Affected Party that it does not intend to cure such breach or development that, individually or in that despite its diligent efforts the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related Affected Party has been unable to the bring-down of representations effect a cure and warranties) is ceasing to be satisfiedpursue a cure, then Purchaser may the Non-Affected Party shall be permitted to terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its days after receipt of such notice and, if the Closing Date Schedule Supplement; provided that if Purchaser Non-Affected Party so terminates this Agreement, no Party shall have any liability to any other Party hereunder, including, without limitation, under Section 12.2. If the Non-Affected Party does not deliver such notice terminate this Agreement within such ten (10) Business Day day period, then Purchaser the Schedules hereto shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely amended as necessary to reflect the execution facts underlying such Rep Event and the Non-Affected Party shall have no rights against the Affected Party hereunder in respect of any Tax Equity Document such Rep Event, whether pursuant to and in accordance Article 11 or otherwise, nor any right not to proceed with Section 5.12)Closing based on such Rep Event.
Appears in 1 contract
Notification of Certain Matters. Seller shall have From the right to deliver to Purchaser, not later than ten (10) Business Days prior to date hereof until the Closing Date, a supplement Parent shall promptly notify the Company if to the Disclosure Schedules actual knowledge of Parent’s executive officers:
(a) There exists any inaccuracy in, or any breach of, any representation or warranty of Parent set forth in Article 3 of this Agreement, or any breach in any material respect of any covenant or obligation of Parent set forth in this Agreement, in either case that would cause or result in a failure of the “condition to Closing Date Schedule Supplement”set forth in Section 7.2(a) hereof to disclose be satisfied;
(b) Any written or express notice or other communication from any matter arising after Person alleging that the date hereofconsent of such Person is or may be required in connection with the transactions contemplated hereby;
(c) Any written or express notice or other communication received from any Government in connection with the transactions contemplated hereby; and
(d) Any action, suit, or proceeding commenced against Parent or its Subsidiaries that, if existing at or arising prior to pending on the date hereof, would have been required to be set forth in have been disclosed pursuant to this Agreement. Parent hereby acknowledges that the Disclosure Company does not and shall not (and the Securityholders do not and will not) waive any right it or they may have hereunder (or under applicable law) as a result of such notifications and any notification given pursuant to this Section 5.1 (including any supplement to the Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereofthis Agreement), and the Disclosure Schedules that such notifications shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure (i) not have any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement effect for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any determining satisfaction of the conditions set forth in Section 4.017.2 of this Agreement, but and (ii) not in any way limit the Company’s exercise of its rights hereunder (including its rights to indemnification hereunder) or under applicable Law (or the Securityholders’ exercise of their rights hereunder (including their rights to indemnification hereunder) or under applicable Law. In addition, no such notification shall not be deemed to have irrevocably waived its avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement (including for purposes of determining the fulfillment of the condition precedent in Section 7.2(a)) or negate any right to indemnification hereunder or other rights under Section 6.01 with respect to such item applicable law (provided it being understood that updates shall not give rise to any right the Shareholder Indemnified Persons are being indemnified under Section 8.2 as if none of indemnification the disclosures or exceptions to the extent such updates are solely to reflect representations and warranties of Parent made herein on the execution date hereof have changed on and as of any Tax Equity Document pursuant to and in accordance with Section 5.12the Closing Date).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Memc Electronic Materials Inc)
Notification of Certain Matters. (a) Each party shall give prompt notice to the other party of (i) the occurrence, or failure to occur, of any event or the existence of any condition that has caused or could reasonably be expected to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time after the date of this Agreement, up to and including the Closing Date (except to the extent such representations and warranties are given as of a particular date or period and relate solely to such particular date or period); and (ii) any failure on its part to comply with or satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.
(b) Except with respect to Section 5.11 of the Disclosure Schedule, the Seller shall have the right to deliver to Purchaserand/or Seller No. 2 shall, not later than ten (10) Business Days prior to the Closing DateClosing, a with the prior written consent of Buyer, which shall not be unreasonably withheld, supplement to any Section of the Disclosure Schedules Schedule (collectively, the “Closing Date Schedule Supplement”"Supplemental Schedules") to disclose reflect any matter arising change or event that occurs in the Ordinary Course of Business after the date hereofof this Agreement or otherwise to amend any such representation or Schedule to correct any inadvertent statement or omission; provided, thathowever, if existing at that the impact of all matters disclosed in any such ------------------ supplementation, amendment or arising prior to the date hereofcorrection shall not, would have been required to be set forth individually or in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as aggregate, have a Material Adverse Effect. Upon written consent of the date hereofBuyer, and the Disclosure which shall not be unreasonably withheld, such Supplemental Schedules shall be deemed to be modifiedpart of the Disclosure Schedule. With respect to Section 5.11 of the Disclosure Schedule, supplemented Seller shall supplement Section 5.11 of the Disclosure Schedule prior to and amended to include the items listed in on the Closing Date Schedule Supplement for all purposes hereunder, other than to cure reflect any breach change or inaccuracy event that occurs after the date of any representation or warranty of Seller contained in this Agreement for purposes with respect to the Customer Leases entered into prior to January 5, 2002; provided, however, the impact of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development thatall -------- ------- matters disclosed shall not, individually or in the aggregate when taken together with other previously disclosed eventsaggregate, circumstances or developmentshave a Material Adverse Effect, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect Customer Leases entered into on or after January 5, 2002. Within five (5) days of the execution of this Agreement, Buyer shall supplement Section 5.11 of the Disclosure Schedule to reflect Customer Leases entered into on or after January 5, 2002 and prior to the execution of this Agreement and Buyer shall, in its sole and absolute discretion, approve or reject such Customer Leases or Unfunded Customer Leases within five (5) days of receiving such supplement. Thereafter, within five (5) days of supplementing Section 5.11 of the Disclosure Schedule, Buyer, in its sole and absolute discretion, may accept or reject any Tax Equity Document pursuant such Customer Leases or Unfunded Customer Leases reflected on such supplement. In the event Buyer agrees to and in accordance with assume such Customer Leases, Section 5.12)5.11 of the Disclosure Schedule shall be supplemented to include such Customer Leases.
Appears in 1 contract
Samples: Asset Purchase Agreement (Pomeroy Computer Resources Inc)
Notification of Certain Matters. Seller (a) Between the date of this Agreement and the Effective Time, Buyer shall use its reasonable efforts to give prompt notice to the Company, and the Company shall use its reasonable efforts to give prompt notice to Buyer, of: (i) the occurrence or non-occurrence of any event of which it is aware and which would be reasonably likely to cause (A) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (B) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied in all material respects, (ii) any failure of Buyer or the Company in any material respect to comply in a timely manner with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, or (iii) any change or event which has had or would be reasonably likely to have a Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
(b) The Company shall have the right from time to deliver to Purchaser, not later than ten (10) Business Days time prior to the Closing DateDate to supplement or amend the Company Letter with respect only to any event, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any condition or matter arising after the date hereof, thatexecution of this Agreement which, if existing at or arising prior to the date hereofof this Agreement, would have been required to be set forth or described in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules Company Letter. Any such supplemental or amended disclosure shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller contained made in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance determining whether or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of not the conditions set forth in Section 4.01 (other than those conditions related Article VI have been satisfied; provided that, if such event, condition or matter has had or would reasonably be expected to have a Material Adverse Effect, Buyer shall have the bring-down of representations and warranties) right to be satisfied, then Purchaser may terminate this Agreement by delivering providing written notice of such termination to Seller the Company within ten (10) Business Days days of its receipt of such supplement or amendment. If Buyer fails to terminate this Agreement in accordance with the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice immediately preceding sentence within such ten (10) Business Day day period, then Purchaser (i) the supplement or amendment shall be deemed accepted by Parent, Buyer and Acquisition Sub, (ii) any breach of any representation or warranty made in this Agreement caused by the event, condition or matter disclosed in the supplement or amendment shall be deemed to have irrevocably been waived its right to terminate this Agreement with respect to such item by Parent, Buyer and its right to not consummate Acquisition Sub, and (iii) the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but Company Letter shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and be supplemented or amended in accordance with Section 5.12)therewith.
Appears in 1 contract
Notification of Certain Matters. Seller shall have the right to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after From the date hereofof this Agreement until the Closing, that, if existing at the Sellers shall promptly notify the Purchaser of (i)) any notice or arising prior to other communication from any Governmental Authority in connection with the date hereof, would have been transactions contemplated by this Agreement; (ii) any notice from any Person alleging that the consent of such Person is or may be required to be set forth in connection with the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as transactions contemplated by this Agreement or any of the date hereof, and other Transaction Documents; (iii) any Action commenced or threatened against any Seller or any of their Subsidiaries in connection with the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include transactions contemplated by this Agreement or any of the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure Transaction Documents; (iv) any breach or inaccuracy failure of any representation Seller to comply in all material respects with any of its covenants or warranty agreements hereunder; or (v) the occurrence of Seller contained any event that could result in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related Article VIII or Article IX becoming incapable of being satisfied or that is otherwise materially adverse to the bring-down Business; provided, however, that the delivery of representations any notice by any Seller and warrantiesthe information or knowledge obtained by the Purchaser pursuant to this Section 6.15 shall not (A) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall operate as a waiver or affect or be deemed to have irrevocably waived its right affect or modify any representation, warranty, covenant or agreement contained herein, the conditions to terminate the obligations of the parties to consummate the Closing in Article VIII or consummate the Fiber Transfer in Article IX or otherwise prejudice in any way the rights and remedies of the Purchaser hereunder, including pursuant to Article X, (B) be deemed to affect or modify the Purchaser’s reliance on the representations, warranties, covenants and agreements made by any Seller in this Agreement or (C) be deemed to amend or supplement the Sellers Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant by any Seller. (b) From the date of this Agreement until the Closing, the Purchaser shall promptly notify the Sellers of (i) any notice or other communication from any Governmental Authority in connection with respect to such item and its right to not consummate the transactions contemplated hereby by this Agreement; (ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with respect the transactions contemplated by this Agreement or any of the other Transaction Documents; (iii) any Action commenced or threatened against the Purchaser or any of their Subsidiaries in connection with the transactions contemplated by this Agreement or any of the other Transaction Documents; (iv) any failure of the Purchaser to such item, comply in each case, after giving effect to such item under all material respects with any of its covenants or agreements hereunder; or (v) the occurrence of any event that could result in any of the conditions set forth in Article VIII or Article IX becoming incapable of being satisfied; provided, however, that the delivery of any notice by the Purchaser and the information or knowledge obtained by the Sellers pursuant to this Section 4.01, but 6.15 shall not (A) operate as a waiver or affect or be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to affect or modify any right of indemnification representation, warranty, covenant or agreement contained herein, the conditions to the extent such updates are solely obligations of the parties to reflect consummate the execution Closing in Article VIII or consummate the Fiber Transfer in Article IX or otherwise prejudice in any way the rights and remedies of any Tax Equity Document the Sellers hereunder, including pursuant to Article X, (B) be deemed to affect or modify the Sellers’ reliance on the representations, warranties, covenants and agreements made by the Purchaser in accordance with Section 5.12)this Agreement or (C) prevent or cure any misrepresentation, breach of warranty or breach of covenant by the Purchaser. Forest Certifications.
Appears in 1 contract
Notification of Certain Matters. Seller shall have Between the right to deliver to Purchaser, not later than ten (10) Business Days prior to date hereof and the Closing Date, the Company shall give prompt notice to Parent of: (a) any representation or warranty contained in Article 3 being untrue or inaccurate when made, (b) the occurrence of any event or development that would cause (or could reasonably be expected to cause) any representation or warranty contained in Article 3 to be untrue or inaccurate on the Closing Date, (c) any failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and/or (d) the Company's becoming aware of any representation and warranty contained in Article 4 being or becoming untrue or inaccurate when made or as of a supplement later date. Parent shall give prompt notice to the Disclosure Schedules Company of: (w) any representation or warranty contained in Article 4 being untrue or inaccurate when made, (x) the “Closing Date Schedule Supplement”occurrence of any event or development that would cause (or could reasonably be expected to cause) to disclose any matter arising after the date hereof, that, if existing at representation or arising prior to the date hereof, would have been required warranty contained in Article 4 to be set forth in untrue or inaccurate on the Disclosure Schedules for the representations and warranties Closing Date, (y) any failure of Seller set forth herein Parent to comply with or satisfy any covenant, condition, or agreement to be true complied with or satisfied by it hereunder, and/or (z) Parent's becoming aware of any representation and correct warranty contained in Article 3 being or becoming untrue or inaccurate when made or as of the date hereofa later date. No disclosure by any party pursuant to this Section 5.5, and the Disclosure Schedules however, shall be deemed to be modified, supplemented and amended amend or supplement the DISCLOSURE SCHEDULE or to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to prevent or cure any misrepresentation, breach of warranty, or inaccuracy breach of any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)covenant.
Appears in 1 contract
Notification of Certain Matters. Seller (a) The Company shall have give prompt notice to Parent of (i) the right occurrence, or failure to deliver occur, of any event which occurrence or failure would be likely to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller the Company contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in any Ancillary Agreement, exhibit or schedule to be untrue or inaccurate in any material respect and (ii) any material failure of the aggregate when taken together with other previously disclosed events, circumstances Company or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related its Affiliates to the bring-down of representations and warranties) comply with or satisfy any covenant, condition or agreement to be satisfied, then Purchaser may terminate complied with or satisfied by it under this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplementor any Ancillary Agreement, exhibit or schedule; provided PROVIDED, HOWEVER, that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but disclosure shall not be deemed to have irrevocably waived its right cure any breach of a representation, warranty, covenant or agreement or to indemnification satisfy any condition. The Company shall promptly notify Parent of the threat or commencement of any Action, or any development that occurs before the Closing that could in any way result in a Material Adverse Effect on the Company.
(b) Parent shall give prompt notice to the Company of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of Parent or Merger Sub contained in this Agreement or in any Ancillary Agreement, exhibit or schedule to be untrue or inaccurate in any material respect and (ii) any material failure of Parent or Merger Sub or any of their respective Affiliates or Representatives, as applicable, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under Section 6.01 with respect to this Agreement or any Ancillary Agreement, exhibit or schedule; PROVIDED, HOWEVER, that such item (provided that updates disclosure shall not give rise be deemed to cure any right breach of indemnification a representation, warranty, covenant or agreement or to satisfy any condition. Parent shall promptly notify the extent such updates are solely to reflect Company of the execution threat or commencement of any Tax Equity Document pursuant Action, or any development that occurs before the Closing that, to and Parent's knowledge, could in accordance with Section 5.12)any way result in a Material Adverse Effect on Parent.
Appears in 1 contract
Samples: Merger Agreement (Ticketmaster Online Citysearch Inc)
Notification of Certain Matters. Seller shall have the right to deliver to Purchaser, not later than ten (10) Business Days prior 8.13.1. Prior to the Closing DateClosing, a supplement the Company and Seller, as applicable, shall give prompt written notice to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose Buyer of any matter matters, events or occurrences first arising after the date hereof, that, if existing at or arising prior of this Agreement which would reasonably be expected to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller the Target Companies or the Seller, as applicable, contained in this Agreement for to be untrue or inaccurate at any time from the date of this Agreement to the Closing, assuming such representation or warranty is made at such time. For purposes of Article 6. If determining whether the Seller is subject to any item set forth claim for indemnification under Section 9, unless such matters, events or occurrences would, together with all similar matters, events or occurrences not notified to Buyer, otherwise result in the Closing Date Schedule Supplement discloses failure of a condition precedent to the Buyer’s obligation to close pursuant to Section 6, such written notice shall be deemed to cure the breach of any event, circumstance such representation or development that, individually warranty and amend/or in supplement the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions Disclosure Schedules related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplementsuch representation or warranty; provided that if Purchaser does not deliver such matters, events or occurrences would otherwise result in the failure of a condition precedent to the Buyer’s obligation to close pursuant to Section 6 and notwithstanding such failure, Buyer consummates the Closing, such written notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right cure the breach (but only to terminate the extent relating to the matter so disclosed pursuant to the above) of any such representation or warranty and amend/or supplement the Disclosure Schedules related to such representation or warranty.
8.13.2. Prior to the Closing, the Buyer shall give prompt written notice to the Company and the Seller of any matters, events or occurrences first arising after the date of this Agreement with respect which would reasonably be expected to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under cause any representation or warranty of the conditions set forth Buyer contained in this Agreement to be untrue or inaccurate at any time from the date of this Agreement to the Closing assuming such representation or warranty is made at such time. For purposes of determining whether the Buyer is subject to any claim for indemnification under Section 4.019, but unless such matters, events or occurrences would, together with all similar matters, events or occurrences not notified to the Company and the Seller, otherwise result in the failure of a condition precedent to the Company’s and the Seller’s obligation to close pursuant to Section 7, such written notice shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect cure the breach of any such representation or warranty and amend/or supplement the Disclosure Schedules related to such item (representation or warranty; provided that updates if such matters, events or occurrences would otherwise result in the failure of a condition precedent to the Seller’s obligation to close pursuant to Section 7 and notwithstanding such failure, Seller consummates the Closing, such written notice shall not give rise be deemed to any right of indemnification cure the breach (but only to the extent such updates are solely relating to reflect the execution matter so disclosed pursuant to the above) of any Tax Equity Document pursuant such representation or warranty and amend/or supplement the Disclosure Schedules related to and in accordance with Section 5.12)such representation or warranty.
Appears in 1 contract
Notification of Certain Matters. Seller shall have the right to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising From and after the date hereof, that, if existing at or arising prior of this Agreement until the earlier to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as occur of the date hereof, Closing and the Disclosure Schedules termination of this Agreement in accordance with its terms:
(a) Seller shall be deemed use its good faith efforts to be modifiedgive prompt notice to Buyer of (i) the occurrence or non-occurrence of any event, supplemented and amended the occurrence or non-occurrence of which is likely to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If to be untrue or inaccurate at any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related time prior to the bring-down Closing, and (ii) any failure of representations and warranties) Seller to comply with or satisfy any covenant, condition or agreement to be satisfiedcomplied with or satisfied by it hereunder; provided, then Purchaser may terminate however, that the delivery of any notice pursuant to this Agreement Section 6.5(a) shall not (i) limit or otherwise affect any remedies available to Buyer or (ii) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by delivering notice of termination Seller pursuant to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser this Section 6.5 shall be deemed to have irrevocably waived amend or supplement the Seller Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty, or breach of covenant.
(b) Buyer shall use its right good faith efforts to terminate give prompt notice to Seller of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of Buyer contained in this Agreement to be untrue or inaccurate at any time prior to the Closing, and (ii) any failure of Buyer to comply with respect or satisfy any covenant, condition or agreement to such item and its right be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in this Section 4.01, but 6.5(b) shall not be deemed (i) limit or otherwise affect any remedies available to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item Seller or (provided that updates shall not give rise to any right ii) constitute an acknowledgement or admission of indemnification to the extent such updates are solely to reflect the execution a breach of any Tax Equity Document pursuant to and in accordance with Section 5.12)this Agreement.
Appears in 1 contract
Notification of Certain Matters. Each party shall give prompt notice to the other party of (i) the occurrence, or failure to occur, of any event or existence of any condition that has caused or could reasonably be expected to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time after the date of this Agreement, up to and including the Closing Date (except to the extent such representations and warranties speak as of a particular date), and (ii) any failure on its part to comply with or satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. Seller shall have the right to deliver to Purchasermay, not later than ten (10) Business Days prior to the Closing DateClosing, a by written notice to Buyer, supplement any Schedule to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose reflect any matter arising change or event that occurs after the date hereof, that, if existing at of this Agreement or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and otherwise correct as of the date hereof, and the Disclosure or amend any such Schedule. Such supplemental Schedules shall be deemed to be modified, supplemented and amended to include cure any breach of any of Seller's representations or warranties for purposes of Section 7.1(a) unless the items listed in cumulative impact of all matters disclosed on such supplemental Schedules constitutes a Material Adverse Effect. If the Closing Date has occurred, and such cumulative impact constituted a Material Adverse Effect, any such supplemental Schedule Supplement will be effective to cure and correct any breach (which would have existed if Seller had not made such supplement) of any such representation or warranty for all purposes hereunder(including without limitation Articles IV and VIII hereof). If the Closing has occurred, other than and such cumulative impact did not constitute a Material Adverse Effect, any such supplemental Schedule will be effective to cure and correct any breach or inaccuracy (which would have existed if Seller had not made such supplement) of any such representation or warranty of Seller contained in this Agreement for all purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event(including without limitation Articles IV and VIII hereof), circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification except to the extent that the matters disclosed on any such updates are solely Schedule (i) have the effect of correcting an inaccuracy as of the date hereof of a representation or warranty included in Article IV or (ii) occurred out of the ordinary course of the Company's workers compensation business after the date hereof and prior to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)Closing.
Appears in 1 contract
Notification of Certain Matters. Seller (a) The Selling Stockholders shall have give notice to Purchaser and Purchaser shall give notice to the right Selling Stockholders, as promptly as reasonably practicable upon becoming aware of (i) any fact, change, condition, circumstance, event, occurrence or non-occurrence that has caused or is reasonably likely to deliver cause any representation or warranty in this Agreement (as modified by the Disclosure Schedule and all Disclosure Schedule Updates) to Purchaser, not later than ten (10) Business Days be untrue or inaccurate in any respect at any time after the date hereof and prior to the Closing DateClosing, a supplement (ii) any material failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or (iii) the institution of or the threat of institution of any Legal Proceeding against any of the Selling Stockholders, the Company related to this Agreement or the transactions contemplated hereby; provided that the delivery of any notice pursuant to this Section 6.14 shall not limit or otherwise affect the remedies available hereunder to the Disclosure Schedules party receiving such notice, or the representations or warranties of, or the conditions to the obligations of, the parties hereto;
(the “Closing Date Schedule Supplement”b) to disclose Notwithstanding any matter arising after other provision of this Agreement, between the date hereofof this Agreement and fifteen (15) days following such date, that, if existing at the Selling Stockholders shall be permitted to update the Disclosure Schedule (each such update is referred to as a “Disclosure Schedule Update”). A Disclosure Schedule Update may include one or arising prior to more sections that were not contained in the Disclosure Schedule delivered on the date hereofof this Agreement or any previous Disclosure Schedule Update, would have been required in which event the Purchaser hereby agrees that the related Section of Article IV shall be amended, without further action by any party hereto, to be include the phrase “Except as set forth in Section [ ] of the Disclosure Schedules for Schedule” in the representations and warranties appropriate portion of Seller set forth herein to be true and correct that Article IV Section. Any determination regarding the truth, accuracy, completeness or correctness of a representation or warranty of the Selling Stockholders as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt as of the Closing Date shall be made with reference to the disclosures contained in the Disclosure Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10as amended by all Disclosure Schedule Updates. If any Disclosure Schedule Update includes Sections 3.3(a), 3.3(b), 4.3(a) Business Day periodor 4.3(b) of the Disclosure Schedule, then Purchaser shall be deemed permitted to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any update Section 7.1(g) of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)Disclosure Schedule.
Appears in 1 contract
Notification of Certain Matters. Seller shall have (a) Each of Buyer, on the right to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereofone hand, and the Disclosure Schedules Acquired Companies and the Seller, on the other hand, shall be deemed give prompt notice to be modified, supplemented and amended the other of (i) the occurrence or non-occurrence of any event that is reasonably likely to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller such Party contained in this Agreement for purposes of Article 6. If any item set forth in to be untrue or inaccurate on or prior to the applicable Closing Date Schedule Supplement discloses and (ii) any eventfailure of such Party to comply with or satisfy, circumstance in any material respect, any covenant, condition or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) agreement to be satisfiedcomplied with or satisfied by it hereunder; provided, then Purchaser may terminate that the delivery of any notice pursuant to this Agreement Section 7.5 shall not limit or otherwise affect any remedies available to any Party. No disclosure by delivering notice of termination a Party pursuant to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser this Section 7.5 shall be deemed to have irrevocably waived its right to terminate this Agreement amend or supplement the Acquired Company Disclosure Schedule or the Buyer Disclosure Schedule or prevent or cure any misrepresentation, breach of representation or warranty or breach of any covenant.
(b) The Sellers and the Acquired Companies shall give Buyer prompt notice of the commencement or known threat of commencement of any Legal Proceeding by or before any Governmental Entity with respect to the Transactions, keep Buyer informed as to the status of any such item Legal Proceeding or threat, and its right shall permit authorized Representatives of Buyer to not consummate the transactions contemplated hereby be present at each meeting or conference relating to any such Legal Proceeding, to participate in, or review, any material communication before it is made to any Governmental Entity, and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such Legal Proceeding, including by providing Buyer with a reasonable opportunity to review and comment on any filing, submission, response to an information request or other (oral or written) communication to be submitted or made to any Governmental Entity and such receiving Party shall consider any such received comments in good faith and incorporate any reasonable comments of Buyer with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)thereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tempo Automation Holdings, Inc.)
Notification of Certain Matters. Until the Closing, Seller shall have give prompt notice to Buyer of: (i) the right occurrence or non- occurrence of any event the occurrence or non-occurrence of which, to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereofSeller’s Knowledge, would have been required be likely to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any cause a material breach or inaccuracy of any representation or warranty made by Seller in Article IV or by Buyer in Article V at or prior to the Closing, and (ii) a failure of Seller contained in this Agreement for purposes or Buyer to materially comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by Seller or Buyer hereunder prior to Closing. Until the Closing, Buyer shall give prompt notice to Seller of: (i) the occurrence or non-occurrence of Article 6. If any item set forth in event the Closing Date Schedule Supplement discloses any event, circumstance occurrence or development that, individually or in non- occurrence of which to the aggregate when taken together with other previously disclosed events, circumstances or developmentsactual knowledge of Buyer, would prevent be likely to cause a material breach of any representation or warranty made by Seller in Article IV or by Buyer in Article V at or prior to the Closing, and (ii) a failure of Buyer or Seller to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by Xxxxx or Seller hereunder prior to Closing. The delivery of any notice pursuant to this Section 6.6 shall not be deemed to (x) modify the representations or warranties hereunder of the party in breach, (y) modify the conditions set forth in Section 4.01 Article VIII, or (other than those conditions related z) limit or otherwise affect the remedies available hereunder to the bring-down party not in breach. If any of Buyer’s or Seller’s representations or warranties are materially untrue or shall become materially untrue between the date of execution of this Agreement and warranties) the Closing Date, or if any of Buyer’s or Seller’s covenants or agreements to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination performed or observed prior to Seller within ten (10) Business Days of its receipt of or on the Closing Date Schedule Supplementshall not have been materially performed or observed, and if such breach of representation, warranty, covenant or agreement shall (if curable) be cured by the Closing (or extended Closing as applicable; provided that or, if Purchaser the Closing does not deliver such notice within such ten (10) Business Day periodoccur, by the date set forth in Section 9.1), then Purchaser such material breach shall be deemed considered not to have irrevocably waived its occurred for all purposes of this Agreement. In the event a party to this Agreement makes a disclosure pursuant to this Section 6.6 and the effect of such disclosure would reasonably be expected to constitute a matter which would excuse a party from Closing pursuant to Article IX, such disclosure shall not affect a party’s right to terminate this Agreement with pursuant to Article VIII. Except when Seller’s gross negligence and willful misconduct caused a breach or failure in any material respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document representation, warranty or covenant under this Agreement, Seller shall have no liability to Buyer in the event that Buyer closes pursuant to and in accordance with Section 5.12).Article IX or terminates this Agreement pursuant to Article VIII by reason of any matter disclosed by Seller pursuant to this
Appears in 1 contract
Samples: Agreement of Sale and Purchase
Notification of Certain Matters. (a) Each of Seller shall have and Acquiror will give prompt written notice to the right 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 transactions contemplated hereby and (ii) any Action commenced or threatened in writing against, relating to deliver or involving or otherwise affecting it or any of its Affiliates that relate to Purchaser, not later than ten the consummation of the transactions contemplated hereby.
(10b) Business Days prior to From the date hereof until the Closing Date, a supplement Seller will give prompt notice to Acquiror of (i) the Disclosure Schedules (the “Closing Date Schedule Supplement”) occurrence, or failure to disclose occur, of any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of event that has caused any representation or warranty of Seller contained in this Agreement for purposes to be untrue or inaccurate in any material respect, (ii) the failure of Article 6. If Seller to comply with or satisfy in any item set forth material respect any covenant to be complied with by it hereunder, (iii) any Foxtail Business MAE, (iv) any action, suit, claim, investigation or proceeding commenced or threatened against, relating to or involving or otherwise affecting the Foxtail Business that, if pending on the date hereof, would have been required to have been disclosed pursuant to this Agreement, and (v) any notice or communication from a customer or supplier listed on Section 2.21(a) of the Seller Disclosure Letter that would have been disclosed on Section 2.21(b) or Section 2.21(c) of the Seller Disclosure Letter if such notice or communication was received on or prior to the date hereof; provided, however, in the Closing Date Schedule Supplement discloses event that Seller fails to provide notice pursuant to Section 4.04(b)(i), any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent claim for indemnification by any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement Acquiror Indemnitee with respect to such item representation being untrue or inaccurate in any material respect must be made pursuant to Section 8.02(c) and its right subject to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions limitations set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to Article VIII. No such item (provided that updates shall not give rise to notification will cure any right of indemnification to the extent such updates are solely to reflect the execution breach of any Tax Equity Document pursuant representation, warranty or covenant contained herein or relieve any Seller of any obligations hereunder or under any Ancillary Agreement unless specifically agreed to and in accordance with Section 5.12)by Acquiror.
Appears in 1 contract
Notification of Certain Matters. Seller (a) Through the Management Date, the Company and the Principal, as the case may be, shall have give prompt written notice to Parent of: (i) the right occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to deliver cause any representation or warranty of the Company or any of the Principals, respectively and as the case may be, contained in this Agreement to Purchaser, not later than ten (10) Business Days be untrue or inaccurate in any material respect at or prior to the Closing Effective Date; and (ii) any failure of the Company or the Principal, a supplement as the case may be, to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose comply with or satisfy any matter arising after the date hereofcovenant, that, if existing at condition or arising prior to the date hereof, would have been required agreement to be set forth in complied with or satisfied by it hereunder; provided, however, that the Disclosure Schedules for delivery of any notice pursuant to this Section 4.08(a) shall not constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the representations and warranties of Seller set forth herein Company or the Principal pursuant to be true and correct as of the date hereof, and the Disclosure Schedules this Section 4.08(a) shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure have cured any breach or inaccuracy of any representation or warranty of Seller contained made in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance determining whether or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of not the conditions set forth in Section 4.01 Article V have been satisfied, or be deemed to have cured any such breach of a representation or warranty in this Agreement and to have been disclosed as of the date of this Agreement for purposes of Article VI hereof.
(other than those conditions related b) The Parent and Subsidiary shall give prompt written notice to the bringCompany of: (i) the occurrence or non-down occurrence of representations any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Parent and warranties) Subsidiary contained in this Agreement to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination untrue or inaccurate in any material respect at or prior to Seller within ten the Effective Time; and (10ii) Business Days of its receipt any failure of the Closing Date Schedule SupplementParent and Subsidiary to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided provided, however, that if Purchaser does the delivery of any notice pursuant to this Section 4.08(b) shall not deliver such notice within such ten (10constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Parent or Subsidiary pursuant to this Section 4.08(b) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate cured any breach of any representation or warranty made in this Agreement with respect to such item and its right to for purposes of determining whether or not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01Article VI have been satisfied, but shall not or be deemed to have irrevocably waived its right cured any such breach of a representation or warranty in this Agreement and to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right have been disclosed as of indemnification to the extent such updates are solely to reflect the execution date of any Tax Equity Document pursuant to and in accordance with Section 5.12)this Agreement for purposes of Article VI hereof.
Appears in 1 contract
Samples: Merger Agreement (Xfone Inc)
Notification of Certain Matters. Seller (a) The Company shall have give prompt notice to Parent of (i) the right Company becoming aware that any representation or warranty made by it in this Agreement is or would be untrue or inaccurate in any material respect, or (ii) any failure of the Company to deliver comply in any material respect with or satisfy in any material respect any covenant or agreement to Purchaser, be complied with or satisfied by it hereunder. The Company shall give prompt notice to Parent of any written notice or other communication from any person alleging that the consent of such person is or may be required in connection with any of the Transactions. The Company shall give prompt notice to Parent if the representation contained in Section 3.15(b) (without regard to the date limitation therein) does not later than ten (10) Business Days prior continue to be true during the period from the date hereof through the Closing Date, a supplement . Notwithstanding anything to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be contrary set forth in this Agreement, (i) the Disclosure Schedules for delivery of any notice pursuant to this Section 6.7(a) shall not limit, or otherwise affect, the representations remedies available hereunder to the party receiving such notice and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall not affect or be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of modify any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item the Company set forth in the Closing Date Schedule Supplement discloses any event, circumstance herein or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down obligations of representations and warranties) Parent or Merger Sub to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby hereby, including the Merger, and (ii) the failure to give any notice required by this Section 6.7(a) shall not be treated as a breach of covenant for the purposes of Section 7.2(b). Table of Contents (b) Parent shall give prompt notice to the Company of (i) Parent becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement is or would be untrue or inaccurate in any material respect, or (ii) any failure of Parent or Merger Sub to comply in any material respect with or satisfy in any material respect any covenant or agreement to such item, in each case, after giving effect be complied with or satisfied by it hereunder. Notwithstanding anything to such item under any of the conditions contrary set forth in this Agreement, (i) the delivery of any notice pursuant to this Section 4.016.7(b) shall not limit, but or otherwise affect, the remedies available hereunder to the party receiving such notice and shall not affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth herein or the conditions to the obligations of the Company to consummate the transactions contemplated hereby, including the Merger, and (ii) the failure to give any such notice shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right treated as a breach of indemnification to covenant for the extent such updates are solely to reflect the execution purposes of any Tax Equity Document pursuant to and in accordance with Section 5.127.3(b).
Appears in 1 contract
Samples: Merger Agreement (Intel Corp)
Notification of Certain Matters. Seller shall have the right (a) From time to deliver to Purchaser, not later than ten (10) Business Days time prior to the Closing DateClosing, a the Sellers shall promptly supplement to or amend the Disclosure Schedules (the “Closing Date Schedule Supplement”) with respect to disclose any matter arising after the date hereof, delivery thereof pursuant hereto that, if existing at at, or arising prior to occurring on, the date hereofof this Agreement, would have been required to be set forth or described in the Disclosure Schedules for Schedule. No supplement 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 of or warranty made pursuant to this Agreement.
(b) The Sellers shall give notice to Purchaser promptly after becoming aware of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would be likely to cause either (A) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date or (B) any condition set forth in Article VI to be unsatisfied in any material respect at any time from the date hereof to the Closing Date and (ii) any failure of the Sellers 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; PROVIDED, HOWEVER, that the delivery of any notice pursuant to this section shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
(c) The Sellers shall deliver to Purchaser copies of (i) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity relating to the United States federal, state, local or foreign Taxes due from or with respect to the Targeted Businesses or any Target Subsidiary and (ii) any closing agreements entered into by or on behalf of the Sellers relating to the Targeted Businesses or any Target Subsidiary with any taxing authority, which come into the possession of the Sellers after the date hereof.
(d) The Sellers shall use their reasonable best efforts to assist Purchaser in connection with financing matters related to the consummation of the Transactions.
(e) If, after the date hereof, Apollo obtains actual knowledge of a breach of any of the representations and warranties of Seller set forth herein the Sellers other than information obtained from the Sellers in writing, Purchaser shall notify the Sellers of such breach prior to be true and correct as of the date hereofClosing Date. If Purchaser has delivered such a notice, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related shall not occur prior to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) 10th Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to following the delivery of such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)notice.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sylvan Learning Systems Inc)
Notification of Certain Matters. Seller (a) The Company shall have give ------------------------------- prompt notice to the right Parent of (i) the occurrence or non-occurrence of any event known to deliver the Company the occurrence or non-occurrence of which would be likely to Purchaser, not later than ten (10) Business Days cause any representation or warranty contained in Article 5 to be untrue or inaccurate in any material respect at or prior to the Closing DateDate or the Effective Time and (ii) any material failure of the Company to comply with or satisfy any covenant, a supplement condition or agreement to be complied with or satisfied by the Company hereunder.
(b) The Principal Shareholders shall give prompt notice to the Disclosure Schedules Parent of (i) the “Closing Date Schedule Supplement”) to disclose occurrence or non-occurrence of any matter arising after the date hereof, that, if existing at or arising prior event known to the date hereof, Principal Shareholders the occurrence or non-occurrence of which would have been required be likely to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If 4 to be untrue or inaccurate in any item set forth in material respect at or prior to the Closing Date Schedule Supplement discloses or the Effective Time and (ii) any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any material failure of the conditions set forth in Section 4.01 Principal Shareholders to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the applicable Principal Shareholder hereunder.
(other than those conditions related c) The Parent shall give prompt notice to the bringCompany of (i) the occurrence or non-down occurrence of representations and warranties) any event known to the Parent or Newco the occurrence of non-occurrence of which would be likely to cause any representation or warranty contained in Article 6 to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination untrue or inaccurate in any material respect at or prior to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does or the Effective Time and (ii) any material failure of the Parent or Newco to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.
(d) The delivery of any notice pursuant to this Section 8.11 shall not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to (i) modify the representations or warranties hereunder of the party delivering such item and its right to not consummate the transactions contemplated hereby with respect to such itemnotice, in each case, after giving effect to such item under any of (ii) modify the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item 9 or (provided that updates shall not give rise to any right of indemnification iii) limit or otherwise affect the remedies available hereunder to the extent party receiving such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)notice.
Appears in 1 contract
Samples: Merger Agreement (Verticalnet Inc)
Notification of Certain Matters. Seller The CSC Parties shall have give prompt notice to the right Buyer of (i) any event the occurrence or non-occurrence of which causes or is reasonably likely to deliver cause any representation or warranty of any of the CSC Parties contained herein to Purchaser, not later than ten (10) Business Days be untrue or inaccurate in any material respect at or prior to the Closing Dateand (ii) any failure of any CSC Party to comply with or satisfy any covenant, a supplement condition or agreement to be complied with or satisfied by any CSC Party hereunder. During the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising period after the date hereof, that, if existing at or arising hereof but prior to the date hereofClosing, CSC Parties will from time to time to supplement, modify or update their disclosure schedules if as a result of any matter, change, fact, circumstance, occurrence, development or event occurring or arising during the period after the execution of this Agreement any representation or warranty made herein would have been required no longer be correct without the disclosure of such exception (such schedule, as so supplemented, modified or updated and accompanied by a summary specifying, in reasonable detail, the changes made to be referred to collectively, an “Updated Seller Party Disclosure Schedule”). Any such supplements, modifications and updates set forth in the Updated Seller Party Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules Schedule shall not be deemed to be modifieda failure to satisfy any closing condition to this Agreement or give Buyer the right to terminate this Agreement unless such supplements, supplemented modifications and amended to include the items listed updates, in the Closing Date Schedule Supplement for all purposes hereunderaggregate, other than result in a Material Adverse Effect, and Buyer shall consummate the transactions contemplated hereby; provided, however, that following the consummation of the transactions contemplated hereby, such supplements, modifications and updates shall not be deemed to cure have cured any respective breach or inaccuracy of any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt CSC Parties made as of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day periodfor purposes of seeking indemnification remedies under Article IX, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, Buyer may seek indemnification for items in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification Updated Seller Party Disclosure Schedules pursuant to the extent such updates are solely to reflect the execution provisions of any Tax Equity Document pursuant to and in accordance with Section 5.12)Article IX.
Appears in 1 contract
Notification of Certain Matters. Seller shall have From the right to deliver to Purchaser, not later than ten (10) Business Days prior to date hereof until the Closing Date, a supplement Parent shall promptly notify the Company if to the Disclosure Schedules actual knowledge of Parent’s executive officers:
(a) There exists any inaccuracy in, or any breach of, any representation or warranty of Parent set forth in Article 3 of this Agreement, or any breach in any material respect of any covenant or obligation of Parent set forth in this Agreement, in either case that would cause or result in a failure of the “condition to Closing Date Schedule Supplement”set forth in Section 7.2(a) hereof to disclose be satisfied;
(b) Any written or express notice or other communication from any matter arising after Person alleging that the date hereofconsent of such Person is or may be required in connection with the transactions contemplated hereby;
(c) Any written or express notice or other communication received from any Government in connection with the transactions contemplated hereby; and
(d) Any action, suit, or proceeding commenced against Parent or its Subsidiaries that, if existing at or arising prior to pending on the date hereof, would have been required to be set forth in have been disclosed pursuant to this Agreement. Parent hereby acknowledges that the Disclosure Company does not and shall not (and the Securityholders do not and will not) waive any right it or they may have hereunder (or under applicable law) as a result of such notifications and any notification given pursuant to this Section 5.1 (including any supplement to the Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereofthis Agreement), and the Disclosure Schedules that such notifications shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure (i) not have any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement effect for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any determining satisfaction of the conditions set forth in Section 4.017.2 of this Agreement, but and (ii) not in any way limit the Company’s exercise of its rights hereunder (including its rights to indemnification hereunder) or under applicable Law (or the Securityholders’ exercise of their rights hereunder (including their rights to indemnification hereunder) or under applicable Law. In addition, no such notification shall not be deemed to have irrevocably waived its avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement (including for purposes of determining the fulfillment of the condition precedent in Section 7.2(a)) or negate any right to indemnification hereunder or other rights under Section 6.01 with respect to such item applicable law (provided it being understood that updates shall not give rise to any right the Shareholder Indemnified Persons are being indemnified under Section 8.2 as if none of indemnification the disclosures or exceptions to the extent such updates are solely to reflect representations and warranties of Parent made herein on the execution date hereof have changed on and as of any Tax Equity Document pursuant to and in accordance with Section 5.12the Closing Date).. 77 CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION
Appears in 1 contract
Samples: Merger Agreement
Notification of Certain Matters. Seller shall have the right to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, The Company and the Disclosure Schedules Founders shall ------------------------------- give prompt notice to LifeMinders of (a) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be deemed reasonably likely to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller the Company or the Stockholders contained herein to be untrue or inaccurate in this Agreement for purposes of Article 6. If any item set forth in material respect at or prior to the Closing Date Schedule Supplement discloses and (b) any eventmaterial failure of the Company or the Stockholders to comply with or satisfy any covenant, circumstance condition or development thatagreement to be complied with or satisfied by the Company or the Stockholders hereunder. The delivery of any notice pursuant to this Section 6.5 shall not, individually without the express written consent of LifeMinders, be deemed to (x) modify the representations or in warranties hereunder of the aggregate when taken together with other previously disclosed eventsCompany or the Stockholders, circumstances or developments, would prevent any of (y) modify the conditions set forth in Section 4.01 Article VII or (other than those conditions related z) limit or otherwise affect the remedies available hereunder to LifeMinders. LifeMinders will promptly advise the Company in writing of (x) any event occurring subsequent to the bring-down date of representations and warrantiesthis Agreement which would render any representation or warranty of LifeMinders contained in this Agreement, if made on or as of the date of such event or the Effective Time, untrue or inaccurate in any material respect at or prior to the Closing, (y) any material failure of the Company or the Stockholders to comply with or satisfy any covenant, condition or agreement to be satisfiedcomplied with or satisfied by the Company or the Stockholders hereunder. The delivery of any notice pursuant to this Section 6.5 shall not, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt without the express written consent of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day periodStockholders' Representative, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate (x) modify the transactions contemplated hereby with respect to such itemrepresentations or warranties hereunder of LifeMinders or Acquisition Corp., in each case, after giving effect to such item under any of (y) modify the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item Article VIII or (provided that updates shall not give rise to any right of indemnification z) limit or otherwise affect the remedies available hereunder to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)Stockholders.
Appears in 1 contract
Samples: Merger Agreement (Lifeminders Inc)
Notification of Certain Matters. Seller (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company shall have give prompt notice to Parent and Acquisition Sub upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the right Company to deliver to Purchasercomply with or satisfy in any material respect any covenant, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at condition or arising prior to the date hereof, would have been required agreement to be set forth in complied with or satisfied by it under this Agreement; provided, however, that the Disclosure Schedules for the representations and warranties Company’s unintentional failure to give notice with respect to a breach of Seller set forth herein to a representation or warranty under this Section 7.5 shall not be true and correct as deemed a covenant breach, but instead shall constitute only a breach of the date hereofunderlying representation or warranty, and the Disclosure Schedules that no such notification shall affect or be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of modify any representation or warranty of Seller contained the Company set forth in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down obligations of representations Parent and warranties) Acquisition Sub to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 7.5(a).
(b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Acquisition Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Acquisition Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the unintentional failure of Parent or Acquisition Sub to give notice with respect to such item, in each case, after giving effect to such item a breach of a representation or warranty under any of the conditions set forth in this Section 4.01, but 7.5 shall not be deemed a covenant breach, but instead shall constitute only a breach of the underlying representation or warranty, and that no such notification shall affect or be deemed to have irrevocably waived its right modify any representation or warranty of Parent or Acquisition Sub set forth in this Agreement or the conditions to indemnification under Section 6.01 with respect the obligations of the Company to such item (provided consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that updates the terms and conditions of the Confidentiality Agreement shall not give rise apply to any right of indemnification information provided to the extent such updates are solely to reflect the execution of any Tax Equity Document Company pursuant to and in accordance with this Section 5.127.5(b).
Appears in 1 contract
Samples: Merger Agreement (infoGROUP Inc.)
Notification of Certain Matters. Seller shall have the right (a) From time to deliver to Purchaser, not later than ten (10) Business Days time prior to the Closing DateClosing, a Seller and Seller Subsidiary shall promptly supplement or amend the Disclosure Schedule with respect to any matter existing or occurring as of or prior to the date of this Agreement that was required to be set forth or described in the Disclosure Schedules Schedule in order to make any representation or warranty in the Agreement true and complete. No supplement or amendment of the Disclosure Schedule made after the execution hereof by Seller or Seller Subsidiary pursuant to this section 5.6(a) or otherwise shall, except as set forth in Section 5.6(b), be deemed to cure any breach of any representation of or warranty made pursuant to this Agreement.
(b) From time to time prior to the “Closing Date Closing, Seller and Seller Subsidiary shall promptly supplement or amend the Disclosure Schedule Supplement”) with respect to disclose any matter arising after the date hereof, of this Agreement that, if existing at at, or arising prior to occurring on, the date hereofof this Agreement, would have been required to be set forth or described in the Disclosure Schedules for the representations and warranties of Seller set forth herein Schedule in order to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of make any representation or warranty in the Agreement true and correct. Should Seller or Seller Subsidiary supplement the Disclosure Schedule in respect of Seller contained in this Agreement for purposes of Article 6. If any item circumstances set forth in this Section 5.6(b), Purchaser shall have the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or right in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related its sole discretion to the bring-down of representations and warranties) terminate this Agreement. Should Purchaser elect not to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination under these circumstances but rather to consummate the Transactions, then, unless Purchaser and Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day periodagree otherwise in writing, then Purchaser shall be deemed to have irrevocably waived its right the breach to terminate the extent disclosure was required and made pursuant to this Section 5.6(b).
(c) Seller and Seller Subsidiary shall give notice to Purchaser promptly after becoming aware of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would be likely to cause either (A) any representation or warranty contained in this Agreement with to be untrue or inaccurate in any material respect at any time from the date hereof to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under Closing Date or (B) any of the conditions condition set forth in Section 4.01ARTICLE VI to be unsatisfied in any material respect at any time from the date hereof to the Closing Date and (ii) any failure of Seller and Seller Subsidiary or any officer, but director, employee or agent thereof, 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 shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification limit or otherwise affect the remedies available hereunder to the extent party receiving such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)notice.
Appears in 1 contract
Samples: Asset Purchase Agreement (Spatializer Audio Laboratories Inc)
Notification of Certain Matters. Seller (a) Each party shall have the right to deliver to Purchaser, not later than ten (10) Business Days prior give prompt notice to the Closing Dateother parties of (i) the occurrence or failure to occur of any event or the discovery of any information, a supplement which occurrence, failure or discovery would be likely to cause any representation or warranty made by such party in this Agreement on its part contained in this Agreement to be no longer re-certifiable under the Disclosure Schedules (standards in Sections 8.1(a) and 8.2(a) above with respect to Buyer or Bancorp, as the “Closing Date Schedule Supplement”) to disclose any matter arising case may be, after the date hereofhereof or, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy case of any representation or warranty given as of Seller contained a specific date, would be likely to cause any such warranty or representation made by such party in this Agreement for purposes to be no longer re-certifiable under the standards in Sections 8.1(a) and 8.2(a) above with respect to Buyer or Bancorp, as the case may be, as of Article 6. If such specific date and (ii) any item set forth material failure of such party to comply with or satisfy any material covenant or agreement to be complied with or satisfied by it hereunder.
(b) From and after the date hereof to the Effective Time, and at and as of the Effective Time, Bancorp shall supplement or amend any of its representations and warranties which apply to the period after the date hereof by delivering monthly updates to the Bancorp Disclosure Schedule ("Disclosure Schedule Updates") to Buyer with respect to any matter hereafter arising which, in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developmentsgood faith judgment of Bancorp, would prevent render any such representation or warranty after the date of this Agreement materially inaccurate or incomplete as a result of such matter arising. The Disclosure Schedule Updates shall be provided to Buyer on or before the conditions set forth in Section 4.01 (other than those conditions related to the bring-down 25th day of representations and warranties) each calendar month. A Disclosure Schedule Update that causes any warranty or representation made by Bancorp to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does breached shall not deliver such notice within such ten (10) Business Day period, then Purchaser shall cure or be deemed to have irrevocably waived cure such breach. Buyer may exercise its right to terminate this Agreement with respect pursuant to such item and its right to not consummate Section 9.1(d) hereof any time after the transactions contemplated hereby with respect to such item, in each case, thirtieth (30th) day after giving effect to such item under any receipt of the conditions Disclosure Statement Update, if the information in such Disclosure Schedule Update together with the information in any or all of the Disclosure Schedule Updates previously provided by the Bancorp indicates that Bancorp is reasonably likely to fail to satisfy the closing condition set forth in Section 4.018.1(a) hereof.
(c) From and after the date hereof to the Effective Time, but and at and as of the Effective Time, Buyer shall amend any of its representations and warranties which apply to the period after the date hereof by delivering monthly updates to Bancorp ("Buyer Updates") with respect to any matter hereafter arising which, in the good faith judgment of Buyer, would render any such representation or warranty after the date of this Agreement materially inaccurate or incomplete as a result of such matter arising. Buyer Updates, to the extent one is required, shall be provided to Bancorp on or before the 25th day of each calendar month. A Buyer Update that causes any warranty or representation made by Buyer to be breached shall not cure or be deemed to have irrevocably waived cure such breach. Bancorp may exercise its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document terminate this Agreement pursuant to and Section 9.1(d) hereof any time after the thirtieth (30th) day after receipt of the Buyer Updates, if the information in accordance such Buyer Update together with the information in any or all of the Buyer Updates previously provided by Buyer indicates that Buyer is reasonably likely to fail to satisfy the closing condition set forth in Section 5.12)8.2(a) hereof.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Success Bancshares Inc)
Notification of Certain Matters. Seller shall have the right to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.125.12(a)).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Clearway Energy LLC)
Notification of Certain Matters. (a) The Seller Parties shall have give prompt notice to the right Buyer of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which could reasonably be expected to deliver cause any representation or warranty of any of the Seller Parties contained herein to Purchaser, not later than ten (10) Business Days be untrue or inaccurate in any material respect at or prior to the Closing Dateand (ii) any failure of any Seller Party to comply in any material respect with or satisfy any covenant, a supplement condition or agreement to be complied with or satisfied by any Seller Party hereunder. The delivery of any notice pursuant to this Section 6.4(a) shall not be deemed to (x) modify the representations or warranties hereunder of any Seller Party, (y) modify the conditions set forth in ARTICLE VII or (z) limit or otherwise affect the remedies available hereunder to the Buyer.
(b) The Company may supplement the Company Disclosure Schedules and the Stockholders may supplement the Stockholders Disclosure Schedules (and the “Closing Date Schedule Supplement”Buyer may supplement the Buyer Disclosure Schedules) (i) from time to disclose time between the date hereof and the Closing, with respect to matters that occur following the date hereof in the Ordinary Course of Business, which disclosure shall be effective for all purposes under this Agreement for any matter arising after representation or warranty provided by the Parties following the date hereof, that, if existing at or arising prior to ; provided that the date hereof, would have been required to disclosure provided in any such supplemented schedule shall in no way be effective for purposes of the conditions set forth in the Disclosure Schedules for the representations ARTICLES VI and warranties VII or limit or cure any misrepresentation or breach of Seller set forth herein to be true and correct warranty made as of the date hereof, (ii) on or before June 15, 2015, to revise the items set forth on Schedule 3.3 to reflect the list of Material Contracts which are violated, breached, conflicted, constitute a default under, accelerated or permit the acceleration of the performance as a result of the execution, delivery and performance by the Company of this Agreement and the Disclosure Schedules shall be deemed to be modified, supplemented other documents contemplated hereby and amended to include the items listed in consummation by the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy Company of any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such itemand thereby; provided, that in each case, after giving effect to such item under any of event that the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document Company supplements Schedule 3.3 pursuant to this Section 6.4(b)(ii), the Buyer may add to Schedule 7.7(i) any Contracts so added to Schedule 3.3 that it believes in its reasonable discretion are required in connection with the Closing and in accordance with (iii) on or before June 15, 2015, to add to Schedule 3.15(a) additional Government Contracts or descriptions thereof required pursuant to Section 5.123.15(a).
Appears in 1 contract
Samples: Stock Purchase Agreement (Global Defense & National Security Systems, Inc.)
Notification of Certain Matters. (a) All exhibits and schedules and the Disclosure Schedules attached hereto are hereby incorporated herein by reference and made a part hereof.
(b) Neither the specification of any dollar amount in any representation nor the mere inclusion of any item in a schedule or in the Disclosure Schedules as an exception to a representation or warranty shall be deemed an admission by a Party that such item represents a material fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect on, HoldCo the Project Company or Purchaser.
(c) Seller shall have the right (but not the obligation) to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Seller Disclosure Schedules Schedule (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Seller Disclosure Schedules Schedule for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Seller Disclosure Schedules Schedule shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement for purposes of Article 611. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) 7.01 to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the such Closing Date Schedule Supplement; provided provided, that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01Section 7.01, but shall not be deemed to have irrevocably waived its their right to indemnification under Section 6.01 11.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)item.
Appears in 1 contract
Notification of Certain Matters. Seller shall have the right (a) The Sellers will give prompt notice to deliver to PurchaserPurchaser of, not later than ten (10) Business Days and prior to the Closing Date, a supplement to will update the applicable section or sections of the Disclosure Schedules to describe (including the “Closing Date Schedule Supplement”underlying event, condition, fact or circumstance that causes, caused, constitutes or constituted):
(i) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as Knowledge of the date hereofSellers, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure existence of any breach or inaccuracy breaches of any representation or warranty in ARTICLE II or ARTICLE III of Seller this Agreement, if such breach or breaches individually or in the aggregate, would reasonably be expected to result in Purchaser Indemnified Losses in excess of the Minimum Loss Amount; and
(ii) to the Knowledge of the Sellers, the failure by any of the Sellers to comply with or satisfy, or the failure by any of the Sellers to cause the Companies and the Company Subsidiaries to comply with or satisfy, in any material respect any covenants to be complied with by the Sellers, the Companies or the Company Subsidiaries hereunder as a condition to Purchaser’s obligation to close the transactions contemplated hereunder. No such notification will affect the representations or warranties of the Sellers or the conditions to Purchaser’s obligation to close hereunder, and for purposes of determining the accuracy of the representations and warranties contained in this Agreement for purposes and determination of Article 6. If the amount of Purchaser Indemnified Losses related thereto, any item set forth update of or modification to the Disclosure Schedules made or purported to have been made by the Sellers after the date of this Agreement shall be disregarded.
(b) Purchaser will give prompt notice to the Sellers of:
(i) to the Knowledge of Purchaser, the existence of any breach or breaches of any representation or warranty in the Closing Date Schedule Supplement discloses any eventARTICLE IV of this Agreement, circumstance if such breach or development that, breaches individually or in the aggregate when taken together with other previously disclosed events, circumstances or developmentsaggregate, would prevent any reasonably be expected to result in Seller Indemnified Losses in excess of the conditions set forth in Section 4.01 Minimum Loss Amount; and
(other than those conditions related ii) to the bring-down Knowledge of representations and warranties) Purchaser, the failure of Purchaser to comply with or satisfy in any material respect any covenants to be satisfied, then complied with by Purchaser may terminate this Agreement by delivering notice of termination hereunder as a condition to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed Sellers’ obligation to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate close the transactions contemplated hereby with respect hereunder. No such notification will affect the representations or warranties of Purchaser or the conditions to such itemthe Sellers’ obligation to close hereunder, in each case, after giving effect to such item under any and for purposes of determining the accuracy of the conditions set forth representations and warranties contained in Section 4.01this Agreement and determination of the amount of Seller Indemnified Losses related thereto, but shall not be deemed any update of or modification to the Disclosure Schedules made or purported to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates been made by Purchaser after the date of this Agreement shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)be disregarded.
Appears in 1 contract
Samples: Equity Interest Purchase Agreement (YRC Worldwide Inc.)
Notification of Certain Matters. Seller shall have the right (a) From time to deliver to Purchaser, not later than ten (10) Business Days time prior to the Closing DateClosing, a Seller shall promptly supplement to or amend the Disclosure Schedules (the “Closing Date Schedule Supplement”) with respect to disclose any matter arising after the date hereof, delivery thereof pursuant hereto that, if existing at at, or arising prior to occurring on, the date hereofof this Agreement, would have been required to be set forth or described in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as Schedule. No supplement or amendment of the date hereof, and Disclosure Schedule made after the Disclosure Schedules execution hereof by Purchaser pursuant to this section or otherwise shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach of any representation of or inaccuracy warranty made pursuant to this Agreement.
(b) Each party shall give notice to the other promptly after becoming aware of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would be likely to cause either (A) any representation or warranty of Seller made by the notifying party contained in this Agreement for purposes of Article 6. If to be untrue or inaccurate in any item material respect at any time from the date hereof to the Closing Date or (B) any condition set forth in Article VI to be satisfied by the notifying party to be unsatisfied in any material respect at any time from the date hereof to the Closing Date Schedule Supplement discloses and (ii) any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any failure of the conditions set forth in Section 4.01 notifying party 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; provided, however, that (other than those conditions related x) the delivery of any notice pursuant to this section shall not limit or otherwise affect the remedies available hereunder to the bring-down of representations party receiving such notice and warranties(y) such notice shall not be required from and after the time the party to whom such notice is to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt given has Knowledge of the Closing Date Schedule Supplement; provided that if information required to be included in such notice.
(c) Seller shall deliver to Purchaser does not deliver such notice within such ten copies of (10i) Business Day periodall audit reports, then Purchaser shall be deemed letter rulings, technical advice memoranda and similar documents issued by a Governmental Authority relating to have irrevocably waived its right to terminate this Agreement Taxes due from or with respect to such item the Business and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under (ii) any closing agreements entered into by or on behalf of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification Seller relating to the extent such updates are solely to reflect Business with any taxing authority, which come into the execution possession of any Tax Equity Document pursuant to and in accordance with Section 5.12)Seller after the date hereof.
Appears in 1 contract
Notification of Certain Matters. From the date hereof through the Closing, Seller shall have the right give prompt notice to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereofBuyer, and Buyer shall give prompt notice to Seller of (a) the Disclosure Schedules shall occurrence, or failure to occur, of any event which occurrence or failure would be deemed likely to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in any exhibit or schedule hereto and made by such party to be untrue or inaccurate in any respect and (b) any failure of Seller or Buyer, as the aggregate when taken together with other previously disclosed eventscase may be, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related their respective affiliates, shareholders or Representatives, to the bring-down of representations and warranties) comply with or satisfy any covenant, condition or agreement to be satisfied, then Purchaser may terminate complied with or satisfied by it under this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplementor any exhibit or schedule hereto; provided provided, however, that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but disclosure shall not be deemed to have irrevocably cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition. Seller shall promptly notify Buyer of any Default by such party, the threat or commencement of any Action, or any development that occurs before the Closing that could in any way affect Seller, the Assets or the Business. Further, if at any time during the term of this Agreement, Buyer shall learn that any representation or warranty contained in this Agreement or in any exhibit or schedule hereto and made by Seller to be untrue or inaccurate in any respect, then Buyer shall notify Seller thereof and, if Buyer has not waived its right such untruth or inaccuracy, Seller shall cure the inaccuracy, without any obligation so to indemnification under Section 6.01 with respect to such item (provided do, except that updates if the inaccuracy can be cured by the payment of a monetary amount, then Seller shall so do, but Seller shall not give rise be obligated to expend more than $1.0 million (when aggregated with all amounts spent pursuant to Section 6.10 of this Agreement and Sections 6.10 and 6.13 of the Roses, Inc. Agreement to cure all such inaccuracies. If Seller is not required to cure the untruth or inaccuracy as set forth in the preceding sentence then Buyer may (a) waive such untruth or inaccuracy, or (b) terminate this Agreement and the Roses, Inc. Agreement and, in the latter instance, the Letter of Credit (or the LOC Payment, as the case may be) and the No Shop Payment shall be returned to Buyer and no party hereto (or any of its directors or officers) shall have any liability or further obligation to any right of indemnification other party to this Agreement or the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)Roses, Inc. Agreement.
Appears in 1 contract
Notification of Certain Matters. Seller The Company shall have the right to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules give prompt notice (the “Closing Date Schedule Supplement”"Company Notice") to disclose AppNet of (a) the occurrence or non-occurrence of any matter arising after event the date hereof, that, if existing at occurrence or arising prior non-occurrence of which would be likely to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller the Company or the Stockholders contained herein to be untrue or inaccurate in this Agreement for purposes of Article 6. If any item set forth in material respect at or prior to the Closing Date Schedule Supplement discloses and (b) any eventmaterial failure of the Company or the Stockholders to comply with or satisfy any covenant, circumstance condition or development thatagreement to be complied with or satisfied by the Company or the Stockholders hereunder. AppNet shall give prompt notice to the Company 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 AppNet contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (b) any material failure of AppNet to comply with or satisfy any covenant, individually condition or in agreement to be complied with or satisfied by AppNet hereunder. The delivery of any notice pursuant to this Section 6.5 shall not, without the aggregate when taken together with other previously disclosed eventsexpress written consent of the receiving party, circumstances be deemed to (A) modify the representations or developmentswarranties hereunder, would prevent any of (B) modify the conditions set forth in Section 4.01 Sections 7 or 8 hereof, as the case may be, or (other than those conditions related C) limit or otherwise affect the remedies available hereunder to any party hereto; provided, however, that (i) a Company Notice shall modify the representation or warranty to which it relates to the bring-down extent that the aggregate amount of representations and warranties) Damages attributable to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser events or failure disclosed in such Company Notice does not deliver such notice within such ten exceed the Indemnity Basket (10) Business Day periodas defined in Section 9.1(d)), then Purchaser in which case the Indemnity Basket shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to reduced by the amount of such item Damages resulting from the change in the representation or warranty disclosed in the Company Notice; and its right to not consummate (ii) the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but Company Notice shall not be deemed to have irrevocably waived its right modify the representation or warranty to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification which it relates to the extent the aggregate amount of Damages attributable to the events or failure disclosed in such updates are solely Company Notice exceeds the Indemnity Basket, in which case the Buyer may, in its sole discretion, (a) proceed with Closing, reduce the Indemnity Basket by the amount of such Damages resulting from the change in the representation or warranty disclosed in the Company Notice and waive the breach of such representation or warranty and all claims for Damages related thereto in excess of the Indemnity Basket or (b) not consummate the transactions in this Agreement based on the Company's and the Stockholders' failure to reflect meet the execution of any Tax Equity Document pursuant to and condition precedent in accordance with Section 5.12)7.1.
Appears in 1 contract
Notification of Certain Matters. Seller (a) SMI shall have the right give prompt notice to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as Feiya of the date hereofoccurrence or non-occurrence of any event, and the Disclosure Schedules shall be deemed occurrence or non-occurrence of which is likely to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller SMI contained in this Agreement for purposes to be untrue or inaccurate or any failure of Article 6. If SMI to comply with or satisfy any item set forth covenant, condition or agreement to be complied with or satisfied by it hereunder, in the Closing Date Schedule Supplement discloses any eventeach case, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of such that the conditions set forth in Section 4.01 Sections 9.2(a)(ix), or 9.2(a)(xiii) would not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 8.9 shall not (other than those conditions related a) limit or otherwise affect any remedies available to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver party receiving such notice within such ten or (10b) Business Day periodconstitute an acknowledgment or admission of a breach of this Agreement. No disclosure by SMI pursuant to this Section 8.9, then Purchaser however, shall be deemed to have irrevocably waived its right amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.
(b) Feiya shall give prompt notice to terminate SMI of the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of Feiya contained in this Agreement to be untrue or inaccurate or any failure of Feiya to comply with respect or satisfy any covenant, condition or agreement to such item and its right to not consummate the transactions contemplated hereby be complied with respect to such itemor satisfied by it hereunder, in each case, after giving effect to such item under any of that the conditions set forth in Sections 9.3(a)(ii), or 9.3(a)(v) would not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 4.01, but 8.9 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 Feiya pursuant to this Section 8.9, however, shall be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to amend or supplement the Disclosure Schedule or prevent or cure any right misrepresentations, breach of indemnification to the extent such updates are solely to reflect the execution warranty or breach of any Tax Equity Document pursuant to and in accordance with Section 5.12)covenant.
Appears in 1 contract
Samples: Acquisition Agreement (Silicon Motion Technology CORP)
Notification of Certain Matters. Seller (i) The Company and each Stockholder shall have give prompt notice to NFP of (x) the right occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be expected to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller the Company or such Stockholder, as the case may be, contained in this Agreement for purposes of Article 6. If any item set forth in to be untrue or inaccurate at the Closing Date Schedule Supplement discloses such that any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related condition to the bring-down obligations of representations NFP to effect the Merger and warranties) the other transactions contemplated by this Agreement would fail to be satisfied; and (y) any failure of the Company or such Stockholder, then Purchaser as the case may terminate be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and which failure would reasonably be expected to result in any condition to the obligations of NFP to effect the Merger and the other transactions contemplated by this Agreement by delivering not to be satisfied.
(ii) NFP shall give prompt notice to the Company of termination (x) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be expected to Seller within ten (10) Business Days of its receipt of cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date Schedule Supplementsuch that any condition to the obligations of the Company and the Stockholders to effect the Merger and the other transactions contemplated by this Agreement would fail to be satisfied; provided that if Purchaser does and (y) any failure of NFP to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder and which failure would reasonably be expected to result in any condition to the obligations of the Company and the Stockholders to effect the Merger and the other transactions contemplated by this Agreement not deliver such to be satisfied.
(iii) The delivery of any notice within such ten (10pursuant to this Section 5.1(e) Business Day period, then Purchaser shall not limit or otherwise affect the remedies available hereunder to any party hereto. No disclosure pursuant to this Section 5.1(e) shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate amend or supplement the transactions contemplated hereby with respect to such itemCompany Disclosure Schedule or cure any misrepresentation, in each case, after giving effect to such item under breach of warranty or breach of covenant by any of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)party hereto.
Appears in 1 contract
Samples: Merger Agreement (National Financial Partners Corp)
Notification of Certain Matters. (a) All exhibits and schedules and the Disclosure Schedules attached hereto are hereby incorporated herein by reference and made a part hereof.
(b) Neither the specification of any dollar amount in any representation nor the mere inclusion of any item in a schedule or in the Disclosure Schedules as an exception to a representation or warranty shall be deemed an admission by a Party that such item represents a material fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect on, Holdco, the Subsidiaries or Purchaser.
(c) Seller shall have the right (but not the obligation) to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Seller Disclosure Schedules Schedule (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, Effective Date that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Seller Disclosure Schedules Schedule for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, Effective Date and the Seller Disclosure Schedules Schedule shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement for purposes of Article 611. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) 7.01 to be satisfiedsatisfied as of the Closing Date, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the such Closing Date Schedule Supplement; provided provided, that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01Section 7.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 11.01 with respect to such item item.
(provided that updates d) During the Interim Period, Seller shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution notify Purchaser of any Tax Equity Document pursuant to and in accordance with Section 5.12)Breach Notice, Noncompliance Notice or Permit Notice given or received by Seller, Holdco, or any Subsidiary after the Effective Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Clearway Energy, Inc.)
Notification of Certain Matters. Seller shall have the right to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, HBF and the Disclosure Schedules Shareholders shall be deemed give prompt notice to be modifiedPurchaser of (i) the occurrence or non-occurrence of any event, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach occurrence or inaccuracy non-occurrence of which would cause any representation or warranty of Seller HBF or the Shareholders contained in this Agreement for purposes of Article 6. If any item to be untrue or inaccurate, such that the condition set forth in Section 7.2(a) would not be satisfied and (ii) any failure of HBF or the Closing Date Schedule Supplement discloses Shareholders, as the case may be, to comply with or satisfy in all material respects any eventcovenant, circumstance condition or development thatagreement to be complied with or satisfied by it hereunder; provided, individually however, that the delivery of any notice pursuant to this Section 6.10 shall not limit or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent otherwise affect any of the conditions set forth in Section 4.01 (other than those conditions related remedies available to the bring-down of representations and warranties) party receiving such notice. No disclosure by HBF pursuant to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser Section 6.10 shall be deemed to have irrevocably waived its right amend or supplement the HBF Schedules or prevent or cure any misrepresentation, breach of warranty or breach of covenant. Purchaser shall give prompt notice to terminate HBF and the Shareholders of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of would cause any representation or warranty of Purchaser contained in this Agreement with respect to be untrue or inaccurate, such item and its right to not consummate that the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions condition set forth in Section 4.017.3(a) would not be satisfied and (ii) any failure of Purchaser to comply with or satisfy in all material respects any covenant, but condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.10 shall not limit or otherwise affect any remedies available to the party receiving such notice. No disclosure by Purchaser pursuant to this Section 6.10 shall be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to amend or supplement the Purchaser Schedules or prevent or cure any right misrepresentation, breach of indemnification to the extent such updates are solely to reflect the execution warranty or breach of any Tax Equity Document pursuant to and in accordance with Section 5.12)covenant.
Appears in 1 contract
Notification of Certain Matters. The Seller Parties shall have give prompt notice to the right Buyer of (i) any event the occurrence or non-occurrence of which causes or is reasonably likely to deliver cause any representation or warranty of any of the Seller Parties contained herein to Purchaser, not later than ten (10) Business Days be untrue or inaccurate in any material respect at or prior to the Closing Dateand (ii) any failure of any Seller Party to comply with or satisfy any covenant, a supplement condition or agreement to be complied with or satisfied by any Seller Party hereunder. During the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising period after the date hereof, that, if existing at or arising Signing Date but prior to the date hereofClosing, Seller Parties will from time to time to supplement, modify or update their disclosure schedules if as a result of any matter, change, fact, circumstance, occurrence, development or event occurring or arising during the period after the execution of this Agreement any representation or warranty made herein would have been required no longer be correct without the disclosure of such exception (such schedule, as so supplemented, modified or updated and accompanied by a summary specifying, in reasonable detail, the changes made to be referred to collectively, an “Updated Seller Party Disclosure Schedule”). Except as set forth in the Disclosure Schedules for the representations next sentence, any such supplements, modifications and warranties of Seller updates set forth herein in the Updated Seller Party Disclosure Schedule (i) shall not adversely affect the right of Buyer under this Agreement to consummate the transactions contemplated hereby and in particular shall not effect the closing conditions that are to be true and correct as of the date hereofsatisfied under Section 7.1, and the Disclosure Schedules (ii) shall not be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any Parties made as of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt Signing Date or as of the Closing Date Schedule Supplement; provided that if Purchaser does Closing, whether or not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under are nevertheless consummated and (iii) shall not otherwise affect or limit any of the conditions Buyer’s indemnity or other rights hereunder. Notwithstanding anything to contrary set forth herein, if any representation or warranty made by the Company or Member herein would no longer be correct due to any matter, change, fact, circumstance, occurrence, development or event occurring or arising during the period after the Signing Date and prior to the Closing, and the Member believes that such matter constitutes a Material Adverse Effect and so notifies the Buyer in Section 4.01writing, but shall and the Buyer elects not be deemed to terminate this Agreement, then the Buyer Indemnified Parties will not have irrevocably waived its any right to indemnification under Section 6.01 Section 9 solely with respect to the items that constitute such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Global Defense Technology & Systems, Inc.)
Notification of Certain Matters. (a) Between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, the Seller Representative shall have the right to deliver to Purchaser, not later than ten (10) Business Days prior give prompt notice to the Acquiror of: (i) any fact, condition, information or discovery that any representation or warranty of the Seller or the Beneficial Owners made on the date hereof was untrue or inaccurate in any respect; and (ii) any failure of the Seller or the Beneficial Owners to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Person hereunder. The delivery of any notice pursuant to this Section 4.5(a) shall not be deemed to: (a) modify the representations or warranties as made on the date hereof by the Seller or the Beneficial Owners; (b) modify the conditions set forth in Article V or (c) limit or otherwise affect the remedies available hereunder to the Acquiror.
(b) Between the date of this Agreement and the Closing DateDate or the earlier termination of this Agreement, the Seller Representative shall give prompt notice to the Acquiror of the occurrence or nonoccurrence of any event which would cause any representation or warranty of the Seller or the Beneficial Owners made on the date hereof to be untrue or inaccurate in any material respect at the Closing when such representations and warranties are required to be made again. It is understood and agreed that the Seller has a continuing obligation until the Closing Date to amend or supplement to promptly the Disclosure Schedules (the “Closing Date Schedule Supplement”) with respect to disclose any matter hereafter arising after the date hereof, thator discovered which, if existing at or arising prior to known as of the date hereofof this Agreement, would have been required to be set forth or described in the such Disclosure Schedules for the representations and warranties of Seller set forth herein or that is necessary to be true and complete or correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed any information in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of the Seller and the Beneficial Owners contained in this Agreement. The disclosure provided by the Seller and the Beneficial Owners in any such amended, supplemented or revised Disclosure Schedule (collectively, “Supplemental Disclosures”) shall in no way affect or be deemed to limit the Acquiror’s right and option, exercisable at any time prior to the Closing, to provide written notice to the Seller Representative that the Acquiror has elected to terminate this Agreement for purposes if, in the exercise of Article 6the Acquiror’s commercially reasonable good faith judgment, items identified in the Supplemental Disclosures, that were not included in the Disclosure Schedules in the form attached to this Agreement at the time of execution, disclose that matters exist which may reasonably have a Material Adverse Effect; provided, that, Acquiror may only terminate this Agreement pursuant to foregoing clause after Macquarie FBO Holdings LLC or any of its Affiliates includes financial information about the Jet Center Entities in a public filing if the items identified in the Supplemental Disclosures, that were not included in the Disclosure Schedules, in the form attached to this Agreement at the time of execution, disclose matters that existed at the time of execution and such matters have or have had a Material Adverse Effect. If the Acquiror does not elect to terminate this Agreement as provided above, this Agreement shall remain in full force and effect subject to the express provisions hereof and such changes or additional items shall (i) not constitute or be deemed to constitute a breach of the representations and warranties made by the Seller and the Beneficial Owners, and (ii) such Supplemental Disclosures shall upon the Closing be deemed to amend the Disclosure Schedules as of the date of this Agreement and thereby cure any item breach which would have resulted from Seller and Beneficial Owners failure to disclose the matters set forth in the Supplemental Disclosures.
(c) Between the date of this Agreement and the Closing Date Schedule Supplement discloses or the earlier termination of this Agreement, the Acquiror shall give prompt notice to the Seller Representative of: (a) any eventfact, circumstance condition, information or development thatdiscovery that any representation or warranty of the Acquiror made on the date hereof was untrue or inaccurate in any respect; and (b) any failure of the Acquiror to comply with or satisfy any covenant, individually condition or in agreement to be complied with or satisfied by such Person hereunder. The delivery of any notice pursuant to this Section 4.5(c) shall not be deemed to: (i) modify the aggregate when taken together with other previously disclosed events, circumstances representations or developments, would prevent any of warranties as made on the date hereof by the Acquiror; (ii) modify the conditions set forth in Section 4.01 Article V; or (other than those conditions related iii) limit or otherwise affect the remedies available hereunder to the bring-down Seller.
(d) Between the date of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of and the Closing Date Schedule Supplement; provided that if Purchaser does or the earlier termination of this Agreement, the Acquiror shall give prompt notice to the Seller Representative of the occurrence or nonoccurrence of any event which would cause any representation or warranty of the Acquiror made on the date hereof to be untrue or inaccurate in any respect at the Closing when such representations and warranties are required to be made again. The Acquiror shall prepare updated Disclosure Schedules for delivery to the Seller Representative on or before the Closing Date. If the events disclosed on the updated Disclosure Schedules occurred after the date hereof, such additional items shall not deliver such notice within such ten (10) Business Day period, then Purchaser shall constitute or be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any constitute a breach of the conditions set forth in Section 4.01, but shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to representations and warranties made by the extent such updates are solely to reflect Acquiror on the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)date hereof.
Appears in 1 contract
Samples: Purchase Agreement (Macquarie Infrastructure CO LLC)
Notification of Certain Matters. (a) On the Execution Date, Seller shall have has no knowledge of any fact that would cause Buyer to be in breach of any of Buyer's representations, warranties, covenants, undertakings or other agreements contained in this Agreement. At any time from the right to deliver to Purchaser, not later than ten (10) Business Days prior Execution Date to the Closing Date, a supplement Seller shall give prompt written notice to Buyer of (i) the Disclosure Schedules (the “Closing Date Schedule Supplement”) occurrence, or failure to disclose occur, of any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of event that has caused any representation or warranty of Seller contained in this Agreement for purposes to be untrue in any material respect and (ii) any failure of Article 6Seller to comply with or satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. If Such notice shall provide a reasonably detailed description of the relevant circumstances. In addition, at any item set forth in time from the Execution Date to the Closing Date Schedule Supplement discloses any eventDate, circumstance or development that, individually or in Seller shall give prompt written notice to Buyer if Seller becomes aware of the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent breach by Buyer of any of the conditions set forth Buyer's representations, warranties, covenants, undertakings or other agreements contained in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01Agreement, but Seller's knowledge shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to affect any right of Seller to possible indemnification hereunder.
(b) On the Execution Date, Buyer has no knowledge of any fact that would cause Seller to be in breach of any of Seller's representations, warranties, covenants, undertakings or other agreements contained in this Agreement. At any time from the Execution Date to the extent such updates are solely Closing Date, Buyer shall give prompt written notice to reflect Seller of (i) the execution occurrence or failure to occur, of any Tax Equity Document pursuant event that has caused any representation or warranty of Buyer contained in this Agreement to be untrue in any material respect and (ii) any failure of Buyer to comply with or satisfy, in accordance any material respect, any covenant, condition or agreement to be complied with Section 5.12)or satisfied by it under this Agreement. Such notice shall provide a reasonably detailed description of the relevant circumstances. In addition, at any time from the Execution Date to the Closing Date, Buyer shall give prompt written notice to Seller if Buyer becomes aware of the breach by Seller of any of Seller's representations, warranties, covenants, undertakings or other agreements contained in this Agreement, but Buyer's knowledge shall not affect any right of Buyer to possible indemnification hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ardent Health Services LLC)
Notification of Certain Matters. (a) Seller shall have give prompt written notice to Buyer of (i) the right occurrence or nonoccurrence of any event or circumstance which would be reasonably likely to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of cause any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in 3 to be untrue or inaccurate on the Closing Date Schedule Supplement discloses and (ii) any eventfailure of Seller to comply in any material respect with any covenant or agreement to be complied with at or prior to Closing.
(b) Buyer shall give prompt written notice to Seller of (i) the occurrence or nonoccurrence of any event or circumstance which would be reasonably likely to cause any representation or warranty contained in Article 4 to be untrue or inaccurate on the Closing Date and (ii) any failure of Buyer to comply in any material respect with any covenant or agreement to be complied with at or prior to Closing.
(c) Buyer shall give prompt written notice to Seller if the Buyer obtains Knowledge after the date of this Agreement of (i) the occurrence or nonoccurrence of any event or circumstance which would cause any representation or warranty contained in Article 3 to be untrue or inaccurate on the Closing Date or (ii) any failure of Seller to comply in any material respect with any covenant or agreement to be complied with at or prior to Closing, the effect of which in each case under the preceding clauses (i) and (ii) would cause a condition to Closing in Article 6 to not be satisfied. The Buyer shall not have any obligation to provide notice under this Section 5.7(c) unless the occurrence, nonoccurrence or failure in question (y) clearly and demonstrably, without the requirement of any independent investigation, constitutes a breach of an express term of this Agreement and (z) relates to or arises out of an act, event or circumstance or development that, individually or in that occurs after the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent date of this Agreement. In no event shall Buyer's obligation under this Section 5.7(c) include any of the conditions set forth in Section 4.01 (other than those conditions obligation to provide notice under this Section 5.7(c) related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt contents of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such Schedules to this Agreement.
(d) The delivery of any notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate in accordance with this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01, but 5.7 shall not be deemed to have irrevocably waived its right (i) modify the representations or warranties hereunder of either party, (ii) modify any condition to indemnification under Section 6.01 with respect closing set forth in Article 6 or (iii) limit or otherwise affect the remedies available hereunder to such item (provided that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)either party.
Appears in 1 contract
Notification of Certain Matters. Seller shall have promptly notify Buyer ------------------------------- of (i) any fact, event, circumstances or action the right to deliver to Purchaserexistence or occurrence of which would cause any of Seller's representations or warranties under this Agreement, or the disclosures in any schedules or exhibits attached hereto, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true in any material respect and correct as (ii) any failure on its part to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. Seller shall promptly notify buyer in writing of the date hereofassertion, commencement or threat of any claim, litigation, proceeding or investigation in which Seller is a party or in which the Assets or Business may be affected and the Disclosure Schedules shall which could reasonably be deemed expected to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach material or inaccuracy of any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related which relates to the bring-down of representations and warranties) transactions contemplated hereby. Prior to be satisfiedthe Closing, then Purchaser the Seller may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of modify, supplement or amend the Closing Date Schedule Supplement; provided Schedules. The parties agree that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser Buyer shall be deemed to have irrevocably waived its right waived, and Seller shall have no obligation to indemnify Buyer with respect to, any breach by Seller of any warranties and representations of Seller under this Agreement disclosed in any modification, supplement or amendment in the Schedules made pursuant hereto, except for such breaches of representations and warranties which are the result of a breach or default by Seller with respect to any covenant of Seller made in Section 4 of this Agreement, unless the Buyer shall notify Seller within three (3) days of receipt thereof or at Closing, whichever is earlier, of Buyer's election to terminate this Agreement, in which case Buyer shall be permitted to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth as provided in Section 4.018.3 without either party having any liability to the other party for indemnification or otherwise. If Buyer does not so notify Seller, but the Schedules shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to modified by the information disclosed in any such item (provided that updates supplement or amendment and the same shall not give rise to any right of indemnification to be incorporated in the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)Schedules by reference.
Appears in 1 contract
Notification of Certain Matters. Seller (a) The Company shall have give prompt notice to Parent of (i) the right Company becoming aware that any representation or warranty made by it in this Agreement is or would be untrue or inaccurate in any material respect, or (ii) any failure of the Company to deliver comply in any material respect with or satisfy in any material respect any covenant or agreement to Purchaser, be complied with or satisfied by it hereunder. The Company shall give prompt notice to Parent of any written notice or other communication from any person alleging that the consent of such person is or may be required in connection with any of the Transactions. The Company shall give prompt notice to Parent if the representation contained in Section 3.15(b) (without regard to the date limitation therein) does not later than ten (10) Business Days prior continue to be true during the period from the date hereof through the Closing Date, a supplement . Notwithstanding anything to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be contrary set forth in this Agreement, (i) the Disclosure Schedules for delivery of any notice pursuant to this Section 6.7(a) shall not limit, or otherwise affect, the representations remedies available hereunder to the party receiving such notice and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall not affect or be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of modify any representation or warranty of Seller contained in this Agreement for purposes of Article 6. If any item the Company set forth in the Closing Date Schedule Supplement discloses any event, circumstance herein or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down obligations of representations and warranties) Parent or Merger Sub to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby hereby, including the Merger, and (ii) the failure to give any notice required by this Section 6.7(a) shall not be treated as a breach of covenant for the purposes of Section 7.2(b). Table of Contents
(b) Parent shall give prompt notice to the Company of (i) Parent becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement is or would be untrue or inaccurate in any material respect, or (ii) any failure of Parent or Merger Sub to comply in any material respect with or satisfy in any material respect any covenant or agreement to such item, in each case, after giving effect be complied with or satisfied by it hereunder. Notwithstanding anything to such item under any of the conditions contrary set forth in this Agreement, (i) the delivery of any notice pursuant to this Section 4.016.7(b) shall not limit, but or otherwise affect, the remedies available hereunder to the party receiving such notice and shall not affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth herein or the conditions to the obligations of the Company to consummate the transactions contemplated hereby, including the Merger, and (ii) the failure to give any such notice shall not be deemed to have irrevocably waived its right to indemnification under Section 6.01 with respect to such item (provided that updates shall not give rise to any right treated as a breach of indemnification to covenant for the extent such updates are solely to reflect the execution purposes of any Tax Equity Document pursuant to and in accordance with Section 5.127.3(b).
Appears in 1 contract
Samples: Merger Agreement
Notification of Certain Matters. (a) During the period from the date of this Agreement and continuing until the Closing, the Sellers shall give prompt written notice to the Buyer of (i) the occurrence or failure to occur of any event, or the obtaining of any knowledge with respect thereto, which occurrence or failure would cause or may cause any representation, warranty or covenant of any of the Sellers contained in this Agreement as made on the date of this Agreement, without regard to any subsequent amendment, modification or supplement of any of the Disclosure Schedules, to be untrue or inaccurate in any material respect at any time from the date hereof until the earlier of the termination of this Agreement or the Closing, and (ii) any failure of any Seller shall have or the right Company or any of its Subsidiaries to deliver materially comply with or satisfy any covenant, condition or agreement to Purchaser, not be complied with or satisfied by such Person hereunder.
(b) No later than ten two (102) Business Days business days prior to the Closing DateClosing, a supplement to the Sellers may furnish updated Disclosure Schedules (if the “Closing Date Schedule Supplement”) to disclose Sellers become aware of any matter arising or discovered by the Sellers after the date hereof, thathereof which, if existing existing, occurring or known at or arising prior to the date hereofof this Agreement, would have been required to be set forth or described in the such Disclosure Schedules for or which is otherwise necessary to correct any information in such Disclosure Schedules which has been rendered inaccurate thereby. For purposes of determining the accuracy of the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller Sellers contained in this Agreement Article III for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any determining satisfaction of the conditions set forth in Section 4.015.1 or whether the Buyer has a right to terminate this Agreement, but the Disclosure Schedules delivered by the Sellers shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any information contained in any subsequent supplement or amendment thereto.
(c) Notwithstanding anything to the contrary contained in this Agreement or any of the Disclosure Schedules, any information disclosed in one Schedule shall be deemed to be disclosed in all Schedules where such disclosure would be appropriate and its deemed inclusion is reasonably obvious from the nature of the disclosure made. The disclosure of any information shall not be deemed to have irrevocably waived its right constitute an acknowledgment that such information is required to indemnification under Section 6.01 be disclosed in connection with respect the representations and warranties made by the Sellers in this Agreement or that such information is material, nor shall such information be deemed to such item (provided that updates establish a standard of materiality, nor shall not give rise it be deemed an admission of any liability of, or concession as to any right of indemnification to defense available to, the extent such updates are solely to reflect the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12)Sellers.
Appears in 1 contract
Samples: Stock Purchase Agreement (Insurance Auto Auctions, Inc)
