Notification; Updates to Disclosure Schedule Clause Samples
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Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of:
(i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement;
(ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
(iii) any breach of any covenant or obligation of the Company; and
(iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, the Seller shall promptly notify the Purchaser in writing of: (a) the discovery by the Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach of any representation or warranty made by the Seller in this Agreement; (b) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach of any representation or warranty made by the Seller in this Agreement if (i) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (c) any Breach of any covenant or obligation of the Seller; and (d) any event, condition, fact or circumstance that may make the
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Parent and Merger Sub shall promptly notify the Company in writing of:
(i) the discovery by the Parent or Merger Sub of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach of any representation or warranty made by the Parent or Merger Sub in this Agreement;
(ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement discovered by the Parent or Merger Sub that would likely cause or constitute a Breach of any representation or warranty made by the Parent or Merger Sub in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
(iii) any Breach of any covenant or obligation of the Parent or Merger Sub; and
(iv) any event, condition, fact or circumstance discovered by the Parent or Merger Sub that would likely make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 5.4(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Parent and Merger Sub shall promptly deliver to the Company an update to the Disclosure Schedule
Notification; Updates to Disclosure Schedule. From the date hereof through the Closing Date, the parties shall use reasonable best efforts to promptly notify the other parties in writing of: (a) the discovery by any Shareholder or the Purchaser (as applicable) of any event, condition, fact or circumstance that occurred or existed on the date of this Agreement and that caused or constitutes a Breach in any material respect of any representation or warranty made by the Shareholders or by the Purchaser, as the case may be, in this Agreement; (b) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach in any material respect of any representation or warranty made by the Shareholders or by the Purchaser, as the case may be, in this Agreement; (c) any Breach in any material respect of any covenant or obligation of the Shareholders or the Purchaser, as the case may be; and (d) any event, condition, fact or circumstance that would reasonably be expected to make the timely satisfaction of any of the conditions set forth in Sections 8.2 and 8.3, as the case may be, impossible or unlikely. No such notification shall be deemed to supplement or amend the Target Disclosure Schedule or Purchaser Disclosure Schedule, as the case may be, for the purpose of (a) determining the accuracy of any representation or warranty made by the Shareholders or the Purchaser in this Agreement or (b) determining whether any of the conditions set forth in Sections 8.2 or 8.3 have been satisfied.
Notification; Updates to Disclosure Schedule. Company and Sellers shall promptly notify Purchaser in writing of: (a) the discovery by Company or any Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a breach of any representation or warranty made by Company or Sellers in this Agreement; (b) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material breach of any representation or warranty made by the Company or the Sellers in this Agreement if (i) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (c) any breach of any covenant or obligation of the Company or Sellers set forth in this Agreement; and (d) any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Section 6 impossible or unlikely. Any such notification shall not have the effect of amending the Disclosure Schedules or constitute of waiver of any rights of Purchaser.
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of:
(i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement;
(ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event,
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that
Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, Buyer shall promptly notify Seller in writing of the discovery by Buyer of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach of any representation or warranty made by Buyer in this Agreement. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.2(b) requires any change in the Buyer Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Buyer Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Buyer shall promptly deliver to Seller an update to the Buyer Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Buyer Disclosure Schedule for the purpose of determining whether any of the conditions set forth in Section 5.4 has been satisfied.
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Seller shall promptly notify BackWeb in writing of:
(i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in or breach of any representation or warranty made by the Seller in this Agreement;
(ii) any breach of any covenant or obligation of the Company; and
(iii) the discovery by the Seller of any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7.1 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 5.2(a) requires any change in the Disclosure Schedule attached hereto, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to BackWeb an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Seller in this Agreement, or (ii) determining whether any of the conditions set forth in Section 7.1 has been satisfied.
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, PickAx and the Named PickAx Stockholder shall promptly notify Omnis in writing of:
(i) The discovery by PickAx or the Named PickAx Stockholder of any event, matter, condition, fact or circumstance that constitutes a material breach of any representation or warranty of PickAx or any PickAx stockholder in this Agreement or in any of the other Transactional Agreements;
(ii) The discovery of any material breach of any covenant or obligation of PickAx or any PickAx stockholder; and
(iii) Any event, matter, condition, fact or circumstance known to PickAx or any PickAx stockholder that may make the timely satisfaction of any of the conditions set forth in Section 4.1 hereof impossible or unlikely.
(b) If any event, matter, condition, fact or circumstance that is required to be disclosed pursuant to Section 7.5(a) requires any change in the Disclosure Schedule, or if any such event, matter, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, matter, condition, fact or circumstance, then PickAx and the Named PickAx Stockholder shall promptly deliver to Omnis an update to the Disclosure Schedule (a "Disclosure Schedule Update") specifying such change. Such Disclosure Schedule Update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by PickAx or the Named PickAx Stockholder in this Agreement as of the Closing, or (ii) determining whether the conditions set forth in Section 4.1 have been satisfied, unless objected to in writing by Omnis.