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.
Appears in 6 contracts
Samples: Merger Agreement (Patient Infosystems Inc), Merger Agreement (Micronetics Inc), Merger Agreement (Boole & Babbage Inc)
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 Company Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Company 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 Company Disclosure Schedule specifying such change. No such update pursuant to Section 4.3(a)(i) shall be deemed to supplement or amend the Company Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this AgreementAgreement for the purposes of Section 9, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied. Each such update pursuant to Section 4.3(a)(ii) shall be deemed to supplement or amend the Company Disclosure Schedule for the purpose of determining the accuracy of any of the representations and warranties made by the Company in this Agreement for the purposes of Section 9, but not for the purpose of determining whether any of the conditions set forth in Section 6 has been satisfied.
(c) During the Pre-Closing Period, Parent shall promptly notify Company in writing of:
(i) the discovery by Parent 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 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 and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by Parent 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 Parent; 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.
(d) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(c) requires any change in the Parent Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Parent Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Parent shall promptly deliver to the Company an update to the Parent Disclosure Schedule specifying such change. No such update pursuant to Section 4.3(c)(i) shall be deemed to supplement or amend the Parent Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by Parent and Merger Sub in this Agreement for the purposes of Section 9, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied. Each such update pursuant to Section 4.3(c)(ii) shall be deemed to supplement or amend the Parent Disclosure Schedule for the purpose of determining the accuracy of any of the representations and warranties made by Parent in this Agreement for the purposes of Section 9, but not for the purpose of determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Entropic Communications Inc), Agreement and Plan of Merger and Reorganization (Entropic Communications Inc), Merger Agreement (Entropic Communications Inc)
Notification; Updates to Disclosure Schedule. (aA) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of:
(iI) 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 a material inaccuracy in or material breach of any representation or warranty made by the Company or the Shareholder in this Agreement;
(iiII) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an a material inaccuracy in or breach of any representation or warranty made by the Company or the Shareholder 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;
(iiiIII) any breach of any material covenant or obligation of the CompanyCompany or the Shareholder; and
(ivIV) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section SECTION 6 or Section SECTION 7 impossible or unlikely.
(bB) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(aSECTION 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.Disclosure
Appears in 3 contracts
Samples: Merger Agreement (Award Software International Inc), Merger Agreement (Award Software International Inc), Merger Agreement (Award Software International Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Ibex shall promptly notify Parent Castelle in writing of:
(i) the discovery by the Company Ibex 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 a material inaccuracy in or breach of any representation or warranty made by Ibex or any of the Company Designated Shareholders 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 a material inaccuracy in or breach of any representation or warranty made by Ibex or any of the Company Designated Shareholders 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 Ibex or any of the CompanyDesignated Shareholders; 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 Ibex shall promptly deliver to Parent Castelle 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.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Castelle \Ca\), Agreement and Plan of Reorganization and Merger (Castelle \Ca\)
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 condition 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 Company Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Company 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 Company Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Company 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 condition set forth in Section 6 has been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Aurora Biosciences Corp), Merger Agreement (Egain Communications Corp)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Assist and the Company Selling Shareholders shall promptly notify Parent Cayenta in writing of:
(i) the discovery by Assist or any of the Company Selling Shareholders 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 a Breach of any representation or warranty made by Assist or any of the Company Selling Shareholders 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 a Breach of any representation or warranty made by Assist or any of the Company Selling Shareholders 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 Breach of any covenant or obligation of Assist or any of the CompanySelling Shareholders; and
(iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 8 or Section 7 9 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a6.4(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 Assist and the Company Selling Shareholders shall promptly deliver to Parent Cayenta 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 Assist or any of the Company Selling Shareholders in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 8 has been satisfiedsatisfied unless Cayenta and Assist agree that such supplement or update shall constitute an amendment to this Agreement; provided, however, that if Cayenta agrees to close the Transactions notwithstanding any Breach disclosed through any 39.
(a) if the Breach existed as of the date of this Agreement, then Cayenta shall be entitled to be reimbursed for its direct out of pocket professional fees for the Transactions; (b) if the Breach is the result of any event, circumstance, or condition occurring or arising after the date of execution and prior to the Closing, then Cayenta's sole remedy shall be termination of this Agreement.
Appears in 2 contracts
Samples: Stock Exchange and Stock Purchase Agreement (Cayenta Inc), Stock Exchange and Stock Purchase Agreement (Titan Corp)
Notification; Updates to Disclosure Schedule. (aA) During the Pre-Closing Period, the Company shall Seller will promptly notify Parent Buyer in writing of:
(i1) the discovery by the Company 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 an inaccuracy in or breach Breach of any representation or warranty made by the Company Seller in this Agreement;
(ii2) 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 Breach of any representation or warranty made by the Company Seller in this Agreement if (Ai) 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 (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
(iii3) any breach Breach of any covenant or obligation of the CompanySeller; andor
(iv4) 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 5 impossible or unlikely.
(bB) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.7(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 Seller will promptly deliver to Parent Buyer an update to the Disclosure Schedule specifying such change. No such update shall will 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 Seller in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 5 has been satisfiedsatisfied or waived unless and until the Closing has occurred.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Overland Storage Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of:
: (i) the discovery by any of the Company Acquired Corporations 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 or 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 a breach of or 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 any of the CompanyAcquired Corporations; and
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 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.
Appears in 2 contracts
Samples: Merger Agreement (Siebel Systems Inc), Merger Agreement (Siebel Systems Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, SFG or each Selling Securityholder (severally as to itself), as the Company case may be, shall promptly notify Parent the Purchaser in writing of:
(i) the discovery by the Company SFG or such Selling Securityholder 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 a Breach of any representation or warranty made by the Company SFG or such Selling Securityholder 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 a Breach of any representation or warranty made by the Company SFG or such Selling Securityholder 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 Breach of any covenant or obligation of the CompanySFG or such Selling Securityholder; and
(iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 8 or Section 7 9 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a6.5(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 SFG and the Company Selling Securityholders shall promptly deliver to Parent the Purchaser 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 SFG or any of the Company Selling Securityholders in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 8 has been satisfied.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Titan Corp), Stock Purchase Agreement (Cayenta Inc)
Notification; Updates to Disclosure Schedule. (a) During the period subsequent to the execution of this Agreement and prior to the Effective Time (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 Sections 6.1, 6.2 or Section 7 6.3 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.2(a) requires any change in the Company Disclosure ScheduleSchedules, or if any such event, condition, fact or circumstance would require such a change assuming the Company Disclosure Schedule Schedules 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 Company Disclosure Schedule Schedules specifying such change. No such update shall be deemed to supplement or amend the Company Disclosure Schedule Schedules 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 Sections 6.1, 6.2 or 6.3 has been satisfied.
Appears in 2 contracts
Samples: Merger Agreement (Lightpath Technologies Inc), Merger Agreement (Lightpath Technologies Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company each party shall promptly notify Parent the other party in writing of:
: (i) the discovery by the Company first party 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 a material inaccuracy in or breach of any representation or warranty made by of the Company first party contained 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 a material inaccuracy in or breach of any representation or warranty made by of the Company first party contained 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;
; and (iii) any material breach of any covenant or obligation of the Company; and
(iv) first party. In addition, during the Pre-Closing Period, each of the Company and Parent shall promptly notify the other in writing of 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 unlikelyunlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effect.
(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 may deliver to Parent an update to the Disclosure Schedule specifying such change. No such update other than any update to Part 2.9 or Part 2.10 of the Disclosure Schedule permitted hereby shall be deemed to supplement or amend the Disclosure Schedule for the purpose of purposes of: (i) determining the accuracy of any of the representations and warranties made by the in this Agreement or in any certificate or other Acquired Company Contract referred to in this Agreement, or ; (ii) determining whether any of the conditions condition set forth in Section 6 has been satisfied; or (iii) determining compliance with any covenant set forth in this Agreement; provided, however, that any update to Part 2.9 or Part 2.10 of the Disclosure Schedule permitted hereby for the purpose of adding to Part 2.9 or Part 2.10 of the Disclosure Schedule a list of any Material Contracts or licenses of Intellectual Property entered into after the execution of this Agreement of the type described in Section 4.2(b)(ix) or 4.2(b)(x) shall be deemed to supplement the Disclosure Schedule, but solely for the purposes of determining whether the representations and warranties of the Company set forth in this Agreement are inaccurate or have been breached as of the Closing Date (as if such representations and warranties had been made on and as of the Closing Date) as a result of the matters described in this proviso.
Appears in 2 contracts
Samples: Merger Agreement (Acquicor Technology Inc), Merger Agreement (Conexant Systems Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company each party shall promptly notify Parent the other parties in writing of:
(i) the discovery by the Company such party 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 such party 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 such party 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 Companysuch party; 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 ETI or the Company Shareholders shall promptly deliver to Parent VSI 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 ETI or any of the Company Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 2 contracts
Samples: Merger Agreement (Vsi Enterprises Inc), Merger Agreement (Munro Mark E)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Vendors shall promptly notify Parent the Purchaser 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 a Breach of any representation or warranty made by the Company Vendors 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 a Breach of any representation or warranty made by the Company Vendors 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 Breach of any covenant or obligation of the CompanyVendors; and
(iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 5 or Section 7 6 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.4(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 Company Vendors shall promptly deliver to Parent the Purchaser 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 Vendors in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 5 has been satisfied.
Appears in 2 contracts
Samples: Share Purchase and Subscription Agreement (Asia Online LTD), Share Sale and Purchase Agreement (Asia Online LTD)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Seller shall promptly notify Parent the Purchaser in writing of:
: (ia) the discovery by the Company Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused causes or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company Seller in this Agreement;
; (iib) 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 a Breach of any representation or warranty made by the Company Seller in this Agreement if (Ai) 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 (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
; (iiic) any breach Breach of any covenant or obligation of the CompanySeller; and
and (ivd) any event, condition, fact or circumstance that would may 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 this Section 4.3(a) 4.4 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 Seller shall promptly deliver to Parent the Purchaser 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 representation or warranty made by the Company Seller in this AgreementAgreement or in the Seller Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Electric Tractor Corp.), Asset Purchase Agreement (Electric Tractor Corp.)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, each of the Company Selling Shareholders shall promptly notify Parent the Purchaser in writing of:
: (ia) the discovery by any of the Company Acquired Companies or the Selling Shareholders 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 or an inaccuracy in or breach of any representation or warranty made by any of the Company Selling Shareholders or by the Purchaser in this Agreement;
; (iib) 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 or an inaccuracy in or breach of any representation or warranty made by any of the Company Selling Shareholders or the Purchaser in this Agreement if if: (Ai) such representation or warranty had been made as of at the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, ; or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
; and (iiic) any breach of any covenant or obligation of any of the Selling Shareholders (it being understood that the failure of the Selling Shareholders to perform any obligations set forth in this sentence as such obligations relate to inaccuracies or breaches by the Purchaser shall: (x) not provide the Purchaser with any rights or remedies under this Agreement, including under Section 7.2 or Section 9.1; and (y) not limit or otherwise affect any rights or remedies available to the Selling Shareholders, including under Section 10). During the Pre-Closing Period, the Purchaser shall promptly notify the Selling Shareholders in writing of: (A) the discovery by the Purchaser 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 or an inaccuracy in any representation or warranty made by the Purchaser or by any of the Selling Shareholders 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 or an inaccuracy in any representation or warranty made by the Purchaser or by any of the Selling Shareholders in this Agreement if: (1) such representation or warranty had been made as at the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; or (2) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (C) any breach of any covenant or obligation of the CompanyPurchaser (it being understood that the failure of the Purchaser to perform any obligations set forth in this sentence as such obligations relate to inaccuracies or breaches by any of the Selling Shareholders shall: (x) not provide the Selling Shareholders with any rights or remedies under this Agreement, including under Section 8.2 or Section 9.1; and
and (ivy) not limit or otherwise affect any rights or remedies available to the Purchaser, including under Section 10). Each Party shall promptly notify the other Party of the discovery by such Party of any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 7 or Section 7 8 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed . No notification given pursuant to this 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 5.3 shall be deemed to supplement or amend the Disclosure Schedule for the purpose of of: (ix) determining the accuracy of any of the representations and warranties made by any of the Company Selling Shareholders in this Agreement, ; or (iiy) determining whether any of the conditions set forth in Section 6 7 has been satisfied.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Applied Materials Inc /De)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Seller shall promptly notify Parent and the Purchaser in writing of:
: (ia) the discovery by the Company Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused causes or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company Seller in this Agreement;
; (iib) 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 a Breach of any representation or warranty made by the Company Seller in this Agreement if (Ai) 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 (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
; (iiic) any breach Breach of any covenant or obligation of the CompanySeller; and
and (ivd) any event, condition, fact or circumstance that would may 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 this Section 4.3(a) 4.4 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 Seller shall promptly deliver to Parent and the Purchaser 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 representation or warranty made by the Company Seller in this AgreementAgreement or in the Seller Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Globetel Communications Corp), Asset Purchase Agreement (Nvidia Corp/Ca)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company and the Selling Shareholders shall promptly notify Parent and Purchaser in writing of:
: (i) the discovery by the Company or any Selling Shareholder 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 contained in Section 2, in the Company case of the Company, or Section 3, in this Agreement;
the case of the Selling Shareholders; (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 contained in Section 2, in the Company case of the Company, or Section 3, in this Agreement the case of the Selling Shareholders, 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 CompanyCompany or any of the Selling Shareholders, as the case may be; and
and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 7 or Section 7 8 impossible or unlikelyunlikely or that has had or could reasonably be expected to have or result in a Material Adverse Effect.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.3(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 and Purchaser 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 in any certificate or other Contract referred to in this Agreement, or (ii) determining whether any of the conditions condition set forth in Section 6 7 has been satisfied.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Sellers and/or the Company shall promptly notify Parent Terayon in writing of:
(i) the discovery by the Sellers and/or 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 material breach of any material covenant or obligation of the Sellers and/or 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 Terayon 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.
Appears in 1 contract
Samples: Share Purchase Agreement (Terayon Communication Systems)
Notification; Updates to Disclosure Schedule. (a) During Prior to the Pre-Closing PeriodClosing, the Company and the Stockholder shall promptly notify Parent Buyer in writing of:
: (i) the discovery by the Company or the Stockholder 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 in any material respect an inaccuracy in or breach of any representation or warranty made by the Company or the Stockholder 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 in any material respect an inaccuracy in or breach of any representation or warranty made by the Company or the Stockholder 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, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
; and (iii) any material breach of any covenant or obligation of the Company; and
(iv) any event, condition, fact Company or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikelyStockholder.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a6.5(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 and the Stockholder shall promptly deliver to Parent Buyer an update to the Disclosure Schedule specifying such change. No ; provided that, no such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of determining whether any of the conditions set forth in Section 9.2 have been satisfied and (iii) no update made pursuant to Section 6.5(a)(i) shall be deemed to supplement or amend the Disclosure Schedule for the purpose of determining the accuracy of any of the representations and warranties made by the Company or the Stockholder in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Samples: Stock Purchase Agreement (Charles River Laboratories International Inc)
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 CompanyCompany in this Agreement; 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.
Appears in 1 contract
Samples: Merger Agreement (Yelp Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, PRN and the Company Shareholder shall promptly notify Parent HALIS in writing of:
(i) the discovery by PRN or the Company Shareholder 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 PRN or the Company Shareholder 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 PRN or the Company Shareholder 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 PRN or the CompanyShareholder; 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 PRN or the Company Shareholder shall promptly deliver to Parent HALIS 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 PRN or the Company Shareholder in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Halis Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Vendors shall promptly notify Parent the Purchaser 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 a Breach of any representation or warranty made by the Company Vendors 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 a Breach of any representation or warranty made by the Company Vendors 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 Breach of any covenant or obligation of the CompanyVendors; and
(iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 5 or Section 7 6 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.4(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 Company Vendors shall promptly deliver to Parent the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the 36 41 purpose of (i) determining the accuracy of any of the representations and warranties made by the Company Vendors in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 5 has been satisfied.
Appears in 1 contract
Samples: Share Sale and Purchase Agreement (Asia Online LTD)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company DocuMagix shall promptly notify Parent JetFax in writing of:
(i) the discovery by the Company DocuMagix 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 DocuMagix or any of the Company Designated Shareholders 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 DocuMagix or any of the Company Designated Shareholders in this Agreement if (A) such representation or warranty 31 28 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 CompanyDocuMagix; 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 DocuMagix shall promptly deliver to Parent JetFax 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 DocuMagix or any of the Company Designated Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Jetfax Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Pegasus and KFx shall promptly notify Parent Kennecott and KAF, and Kennecott and KAF shall promptly notify Pegasus and KFx, 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 a breach of any representation or warranty made by the Company any party 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 a breach of any representation or warranty made by the Company a party 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 party’s breach of any covenant or obligation of the Companyset forth in this Agreement; and
(iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 Article 7 or Section 7 Article 8 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a6.4(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 Company Pegasus and KFx shall promptly deliver to Parent Kennecott 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 Pegasus or KFx in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 Article 7 has been satisfied; provided, however, that they shall be deemed an amendment to the Disclosure Schedule for purposes of Article 9 hereof.
(c) Each Party and their respective Representatives shall provide each other Party and its Representatives with (i) any additional documents and information responsive to a reasonable request of a Party that becomes available subsequent to any response to such request and (ii) any documents or information that become available that modify, update or supplement any documents or other information already provided to the other Parties, in each case as promptly as reasonably practicable after such additional information, documents or materials become available.
Appears in 1 contract
Samples: Equity Exchange Agreement (KFX Inc)
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, 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
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 Except as expressly set forth in this Agreement, 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, Agreement or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Acuson Corp)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, PhySource and the Company Shareholders shall promptly notify Parent in writing of:
(i) the discovery by PhySource or the Company Shareholders 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 PhySource or any of the Company Shareholders 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 PhySource or any of the Company Shareholders 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 PhySource or any of the CompanyShareholders; 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 PhySource or the Company Shareholders shall promptly deliver to Parent HALIS 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 PhySource or any of the Company Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Halis Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company and KFx shall promptly notify Parent the Purchaser, and the Purchaser shall promptly notify the Company and KFx, 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 a Breach of any representation or warranty made by the Company any party 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 a Breach of any representation or warranty made by the Company a party 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 party's Breach of any covenant or obligation of the Companyset forth in this Agreement; and
(iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section Article 7 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a6.04(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 and KFx shall promptly deliver to Parent the Purchaser 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 or KFx in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 Article 7 has been satisfied; provided, however, that they shall be deemed an amendment to the Disclosure Schedule for purposes of Article 9 hereof. In addition, the Company and KFx and their respective Representatives shall provide the Purchaser and its Representatives with (i) any additional documents and information responsive to a request of the Purchaser that becomes available subsequent to the Company's or KFx's response to such request and (ii) any documents or information that become available that modify, update or supplement any documents or other information already provided to the Purchaser , in each case as promptly as reasonably practicable after such additional information, documents or materials become available.
Appears in 1 contract
Samples: Common Stock and Series a Preferred Stock Purchase Agreement (KFX Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Seller shall promptly notify Parent the Purchasers in writing of:
: (ia) the discovery by the Company 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 an inaccuracy in or breach a Breach of any representation or warranty made by the Company Seller in this Agreement;
; (iib) 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 a Breach of any representation or warranty made by the Company Seller in this Agreement if (Ai) 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 (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
; (iiic) any breach Breach of any covenant or obligation of the CompanySeller; and
and (ivd) any event, condition, fact or circumstance that would may 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 this Section 4.3(a) 4.5 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 Seller shall promptly deliver to Parent the Purchasers 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 representation or warranty made by the Company Seller in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company each party shall promptly notify Parent the other parties hereto in writing of:
(i) the discovery by the Company party 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 a party to 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 that party or another party hereunder 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 Companya party hereto; 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 Scheduledisclosure , or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule disclosure 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 updated disclosure, including in the case of the Company, an update to the Disclosure Schedule specifying such change, shall be delivered to the other parties hereto. No such update shall be deemed to supplement or amend the Disclosure Schedule or other disclosure for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in a party to this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
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 could cause or constitutes constitute 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 material breach of any covenant or obligation of the Company;
(iii) any claims by One Stop under the One Stop Agreement; 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) During the Pre-Closing Period, Parent shall promptly notify the Company in writing of:
(i) the discovery by Parent of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that could cause or constitute an inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement;
(ii) any material breach of any covenant or obligation of Parent or Merger Sub; and
(iii) 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.
(c) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.11(a) requires any change in the Company Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Company 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 Company Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Company 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 or Section 7 has been satisfied.
(d) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 5.11(b) requires any change in the Parent Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Parent Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Parent shall promptly deliver to the Company an update to the Parent Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Parent Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by Parent in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 or Section 7 has been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Sbe Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of:
(ia) 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 a material inaccuracy in or material breach of any representation or warranty made by the Company in this Agreement;; 26
(iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an a material inaccuracy in or material 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;
(iiic) any material breach of any covenant or obligation of the Company; and
(ivd) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 7 or Section 7 8 impossible or unlikely.
(b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) 5.3 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 7 has been satisfied; or (iii) determining whether Parent is entitled to any indemnification under Section 10.
Appears in 1 contract
Samples: Merger Agreement
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of:
(i) : the discovery by any of the Company Acquired Corporations 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 a breach of or a material 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 a breach of or a material 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 material breach of any covenant or obligation of any of the CompanyAcquired Corporations; and
(iv) and 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(a3.3(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 Except as set forth in Sections 9.2(a)(i) and (ii), 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.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company and the Selling Shareholders shall promptly notify Parent the Purchaser in writing of:
(i) the discovery by the Company or the Selling Shareholders 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 a material breach of any representation or warranty made by the Company or the Selling Shareholders in this Agreement;Agreement or in any of the other Transactional Agreements; and
(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 may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 4.1, impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a7.5(a) requires any change in the Disclosure ScheduleSchedule or Information Statement, 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 and the Selling Shareholders shall promptly deliver to Parent the Purchaser an update to the Disclosure Schedule or Information Statement (a "Disclosure Schedule Update") specifying such change. No such update -------------------------- Such Disclosure Schedule Update shall be deemed to supplement or amend the Disclosure Schedule or Information Statement for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company or the Selling Shareholders in this AgreementAgreement as of the Closing, or (ii) determining whether any of the conditions set forth in Section 6 has 4.1 have been satisfied, unless objected to in writing by Purchaser.
Appears in 1 contract
Samples: Merger Agreement (Xoom Inc)
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 or any of the Designated Shareholders 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 or, to its knowledge, any of the Designated Shareholders 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 CompanyCompany or, to its knowledge, any of the Designated Shareholders; 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 (except to the extent consented to in writing by Parent) 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 or any of the Designated Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Samples: Merger Agreement (FVC Com Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Stockholder and the Seller shall promptly notify Parent the Purchaser in writing of:
: (ia) the discovery by the Company Stockholder or 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 an inaccuracy in or breach a Breach of any representation or warranty made by the Company Stockholder or the Seller in this Agreement;
; (iib) 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 a Breach of any representation or warranty made by the Company Stockholder or the Seller in this Agreement if (Ai) 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 (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
; (iiic) any breach Breach of any covenant or obligation of the CompanyStockholder or the Seller; and
and (ivd) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 5 impossible or unlikely.
(b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 4.4 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 Stockholder and the Seller shall promptly deliver to Parent the Purchaser 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 representation or warranty made by any of the representations and warranties made by Stockholder or the Company Seller in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Vendors shall promptly notify Parent the Purchaser 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 a Breach of any representation or warranty made by the Company Vendors 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 a Breach of any representation or warranty made by the Company Vendors in this Agreement if 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 ; 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 Breach of any covenant or obligation of the CompanyVendors; and
(iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 5 or Section 7 6 impossible or unlikely.. -38- 43
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.4(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 Company Vendors shall promptly deliver to Parent the Purchaser 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 of:
(i) determining the accuracy of any of the representations and warranties made by the Company Vendors in this Agreement, Agreement or in the Closing Certificate; or
(ii) determining whether any of the conditions set forth in Section 6 5 has been satisfied.
Appears in 1 contract
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 in any material respect 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 in any material respect an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (Aa) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (Bb) 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
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 unlikelyunlikely prior to February 15, 2000.
(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 Except as expressly set forth in this Agreement, 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, Agreement or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Ask Jeeves Inc)
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 or any of the Key Shareholders 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 or any of the Key Shareholders 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 this Agreement by the CompanyCompany or any of the Key Shareholders; 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(a5.3(a) requires any change in the Company Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Company 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 a notice specifying such change. In addition, at the Closing, the Company shall deliver an updated Company Disclosure Schedule setting forth any required changes to the Company Disclosure Schedule (the "Updated Company Disclosure Schedule"). No such update notice or Updated Disclosure shall be deemed to supplement or amend the Company 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.
Appears in 1 contract
Samples: Merger Agreement (Placeware Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, SMG and the Company Shareholders shall promptly notify Parent HALIS in writing of:
(i) the discovery by SMG or any of the Company Shareholders 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 SMG or any of the Company Shareholders 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 SMG or any of the Company Shareholders 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 SMG or any of the CompanyShareholders; 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 SMG or the Company Shareholders shall promptly deliver to Parent HALIS 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 SMG or any of the Company Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Halis Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Companies and the Shareholders shall promptly notify Parent HALIS in writing of:
(i) the discovery by either of the Company Companies or the Shareholders 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 Companies or any of the Shareholders 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 Companies or any of the Shareholders 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 CompanyCompanies or any of the Shareholders; 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 Companies or the Shareholders shall promptly deliver to Parent HALIS 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 Companies or any of the Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied; provided, however, that if any such update contains information -------- not known to the Companies or the Shareholders on the date of execution hereof, and if HALIS accepts such update and elects to close the Merger notwithstanding any rights it may have under Section 6, HALIS and the Subsidiary shall be deemed to have waived any rights either or both of them may have had to indemnification under Section 9.2 solely with respect to the matters disclosed in such update.
Appears in 1 contract
Samples: Merger Agreement (Halis Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Seller shall promptly notify Parent and the Purchaser in writing of:
: (ia) the discovery by the Company Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused causes or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company Seller in this Agreement;
; (iib) 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 a Breach of any representation or warranty made by the Company Seller in this Agreement if (Ai) 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 (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
; (iiic) any breach Breach of any covenant or obligation of the CompanySeller; and
and (ivd) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 7 or Section 7 8 hereof impossible or unlikely.
(b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 5.6 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 Seller shall promptly deliver to Parent and the Purchaser 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 representation or warranty made by the Company Seller in this AgreementAgreement or in the Seller Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 7 hereof has been satisfied.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Companies, the Parent and the Designated Persons shall promptly notify Parent in Fishxx xx writing of:
(i) the discovery by the Company Companies the Parent or the Designated Persons 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 Companies, the Parent or any of the Designated Persons 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 Companies, the Parent or any of the Designated Persons 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 CompanyCompanies, the Parent or any of the Designated Persons; and
(iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 7 or Section 7 8 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 Companies, the Parent or the Designated Persons shall promptly deliver to Parent an Fishxx xx update to the Disclosure Schedule specifying such change. No Upon receipt of any such update updated Disclosure Schedule from the Companies, the Parent or the Designated Persons, Fishxx xxxll have the right to terminate this Agreement in accordance with Section 9.1(h) by giving notice in accordance with Section 9.2 within 7 days following delivery of such updated Disclosure Schedule to Fishxx. Xf Fishxx xxxls to give such notice within such 7 day period, the Disclosure Schedule shall be deemed amended to supplement or amend include the Disclosure Schedule updated information for the purpose of (i) determining the accuracy of any all purposes hereunder. The parties acknowledge that as of the representations and warranties made by the Company in date of this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.Companies have not yet delivered a complete
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Seller and the Company Key Stockholder shall promptly notify Parent Purchaser in writing of:
(i) the discovery by Seller or the Company Key Stockholder 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 a Breach of any representation or warranty made by Seller or any of the Company Stockholders 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 a material Breach of any representation or warranty made by Seller or any of the Company Stockholders 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 Breach of any covenant or obligation of Seller or any of the CompanyStockholders; and
(iv) any event, condition, fact or circumstance that would may 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(a4.4(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 Seller and the Company Stockholders shall promptly deliver to Parent Purchaser 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 Seller or any of the Company Stockholders in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfiedsatisfied or (iii) for the purpose of liability under Section 9.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company and/or IDP shall promptly notify Parent in writing of:
(i) the discovery by the Company or IDP 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 Company, IDP or any of the Designated Shareholders 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 Company, IDP or any of the Designated Shareholders 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, IDP or any of the Designated Shareholders; 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.
Appears in 1 contract
Samples: Merger Agreement (Imaginon Inc /De/)
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 or any of the Insider Shareholders 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 or any of the Insider Shareholders 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 CompanyCompany or any of the Insider Shareholders; and
(iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 7 or Section 7 8 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.3(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 or any of the Insider Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Titan Corp)
Notification; Updates to Disclosure Schedule. (a) During From the Pre-Closing Perioddate of this Agreement until the Closing, the Company and Sellers shall promptly notify Parent the Buyer in writing of:
: (ia) the discovery by the 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 an inaccuracy in or a breach of any representation or warranty made by the Company or Seller in this Agreement;
; (iib) 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 a breach of any representation or warranty made by the Company or Seller in this Agreement if (Ai) 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 (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
; (iiic) any breach of any covenant or obligation of the CompanyCompany or Seller; and
and (ivd) any event, condition, fact or circumstance that would may 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 this Section 4.3(a) 5.10 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 Seller shall promptly deliver to Parent the Buyer 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 representation or warranty made by the Company or Sellers in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Dry Creek shall promptly notify Parent PUMATECH in writing of:
: (i) the discovery by the Company Dry Creek 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 Dry Creek 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 Dry Creek 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, 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 CompanyDry Creek; and
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. Notification in accordance with this Section 5.3(a) shall not affect Dry Creek's liability for breach of any such representation, warranty or covenant under this Agreement.
(b) If During the Pre-Closing Period, PUMATECH shall promptly notify Dry Creek in writing of: (i) the discovery by PUMATECH of any event, condition, fact or circumstance that is required occurred or existed on or prior to be disclosed pursuant to Section 4.3(athe date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by PUMATECH in this Agreement; (ii) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would require cause or constitute an inaccuracy in or breach of any representation or warranty made by PUMATECH in this Agreement if (A) such a change assuming the Disclosure Schedule were dated representation or warranty had been made as of the date time of the occurrence, existence or discovery of such event, condition, fact or circumstancecircumstance or (B) such event, then the Company shall promptly deliver to Parent an update condition, fact or circumstance had occurred, arisen or existed on or prior to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose date of this Agreement; (iiii) determining the accuracy any breach of any covenant or obligation of PUMATECH; and (iv) any event, condition, fact or circumstance that would make the representations and warranties made by the Company in this Agreement, or (ii) determining whether timely satisfaction of any of the conditions set forth in Section 6 has been satisfied8 impossible or unlikely. Notification in accordance with this Section 5.3(b) shall not affect PUMATECH's liability for breach of any such representation, warranty or covenant under this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Companies shall promptly notify Parent in writing of:
: (i) the discovery by any of the Company Companies 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 any of the Company Companies or any of the Selling Stockholders 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 any of the Company Companies or any of the Selling Stockholders 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 any of the CompanyCompanies or any of the Selling Stockholders; and
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 Companies shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No Except as expressly set forth in this Agreement, 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 any of the Company Companies or any of the Selling Stockholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Ebay Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Parent and Merger Sub shall promptly notify Parent the Company in writing of:
(i) the discovery by the Company 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 an inaccuracy in or breach a Breach of any representation or warranty made by the Company 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 and discovered by the Parent or Merger Sub that would likely cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company 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 Breach of any covenant or obligation of the CompanyParent 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 4.3(a5.4(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 Company Parent and Merger Sub shall promptly deliver to Parent the Company 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.Schedule
Appears in 1 contract
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 material inaccuracy in or material breach of any representation or warranty made by the Company or the Designated Officer 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 material inaccuracy in or material breach of any representation or warranty made by the Company or the Designated Officer 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 material breach of any covenant or obligation of the CompanyCompany or Xxxxxx ; 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 or the Designated officer in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
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 a material inaccuracy in or breach of any representation or warranty made by the Company contained in this Agreement;
Section 2; (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 a material inaccuracy in or breach of any representation or warranty made by the Company contained in this Agreement Section 2 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 material breach of any covenant or obligation of the Company; and
and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 7 or Section 7 8 impossible or unlikelyunlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effect.
(b) During the Pre-Closing Period, each Key Stockholder shall promptly notify Parent in writing of: (i) the discovery by such Key Stockholder 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 of such Key Stockholder contained in Section 3; (ii) 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 inaccuracy in or breach of any representation or warranty of such Key Stockholder contained in Section 3 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 material breach of any covenant or obligation of such Key Stockholder; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 impossible or unlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effect.
(c) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.3(a) or 5.3(b) 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.such
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company each party shall promptly notify Parent the others in writing of:
(i) the discovery by the Company such party 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 such party 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 such party 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 Companysuch party; and
(iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions condition 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(a5.3(a) above requires any change in the Company Disclosure Schedule or the Parent Disclosure Schedule, as the case may be, or if any such event, condition, fact or circumstance would require such a change assuming the Company Disclosure Schedule or the Parent Disclosure Schedule, as the case may be, 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 Company Disclosure Schedule Schedule, or Parent shall deliver to the Company an update to the Parent Disclosure Schedule, as the case may be, specifying such change. No such update shall be deemed to supplement or amend the Company Disclosure Schedule or the Parent Disclosure Schedule, as the case may be, for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company or Parent, as the case may be, in this Agreement, or (ii) determining whether any of the conditions condition set forth in Section 6 or 7, as the case may be, has been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Qualcomm Inc/De)
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 a 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 a 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, 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
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, Agreement or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Ipass Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Companies shall promptly notify Parent ADAC in writing of:
(i) the discovery by the any 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 any Company or any of the Company Shareholders 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 Companies or any of the Shareholders 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 CompanyCompanies or any of the Shareholders; and
(iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 Articles 7 or Section 7 8 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a6.3(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 Companies shall promptly deliver to Parent ADAC 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 Companies or any of the Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has Article 8 have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Adac Laboratories)
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 Acquired Companies 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 Acquired Companies 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 CompanyAcquired Companies; 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(a4.4(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 Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No If such update(s), individually or in the aggregate, (x) relates to an event, condition, fact or circumstance first occurring or existing on or prior to the date hereof or (y) relates to an event, condition, fact or circumstance of which the Acquired Companies had Knowledge of or should reasonably have had Knowledge of on or prior to the date hereof, then 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 Acquired Companies in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied, or (iii) indemnification pursuant to Section 9. If such update(s), individually or in the aggregate, relates to an event, condition, fact or circumstance first occurring or existing subsequent to the date hereof, then no such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of determining the accuracy of any of the representations and warranties made by the Acquired Companies in this Agreement for the purposes of determining whether any of the conditions set forth in Section 6 has been satisfied; provided, however, that such update(s) shall be deemed to supplement and amend the Disclosure Schedules for the purposes of determining whether a breach of such representation and warranty has occurred as of the Closing and for the indemnification related thereto if the Acquired Companies did not have Knowledge of or should not reasonably have had Knowledge of such event, condition, fact or circumstance, on or prior to the date hereof, except (x) to the extent that the breach of such representation and warranty is material, individually or in the aggregate and (y) no such update shall be deemed to supplement and amend the Disclosure Schedules for the purposes of determining whether a breach of Section 2.14(i), (k) or (l) has occurred as of the Closing and for the indemnification related thereto.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Principal Shareholder, Parent and the Seller shall promptly notify Parent the Purchaser in writing of:
: (ia) the discovery by any Shareholder or the Company 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 an inaccuracy in or breach a Breach of any representation or warranty made by the Company Principal Shareholder, Parent or the Seller in this Agreement;
; (iib) 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 a Breach of any representation or warranty made by the Company Principal Shareholder, Parent or the Seller in this Agreement if (Ai) 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 (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
; (iiic) any breach Breach of any covenant or obligation of the CompanyPrincipal Shareholder, the Parent or the Seller; and
and (ivd) any event, condition, fact or circumstance that would may 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 this Section 4.3(a) 4.4 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 Principal Shareholder, Parent and the Seller shall promptly deliver to Parent the Purchaser 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 representation or warranty made by any of the representations and warranties made by Principal Shareholder, Parent or the Company Seller in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Samples: Asset Purchase Agreement (Medical Transcription Billing, Corp)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company QSG shall promptly notify Parent in writing of:
(i) the discovery by the Company QSG 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 QSG or the Company Shareholders 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 QSG or the Company Shareholders 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 QSG or the CompanyShareholders; and
(iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the covenants or conditions set forth in Section 6 or Section 7 impossible or unlikely.
(bv) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.5(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 QSG 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 QSG or the Company Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Zamba Corp)
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 or the Subsidiary 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 in any material respect 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 in any material respect 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, 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 material breach of any covenant or obligation of the Company; and
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 unlikelyunlikely prior to November 30, 1999.
(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 Except as expressly set forth in this Agreement, 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.by
Appears in 1 contract
Samples: Merger Agreement (Ask Jeeves Inc)
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 or a Subsidiary 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 in any material respect 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 in any material respect 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, 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 material breach of any covenant or obligation of the Company; and
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 unlikelyunlikely prior to August 31, 2000.
(b) During the Pre-Closing Period, Parent shall promptly notify the Company in writing of: (i) the discovery by Parent 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 in any material respect an inaccuracy in or breach of any representation or warranty made by Parent 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 in any material respect an inaccuracy in or breach of any representation or warranty made by Parent 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 material breach of any covenant or obligation of Parent; and (iv) any event, condition, fact or circumstance that would make the satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely prior to August 31, 2000.
(c) 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 Except as expressly set forth in this Agreement, 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, Agreement or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Internap Network Services Corp/Wa)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Seller shall promptly notify Parent the Purchaser in writing of:
: (ia) the discovery by the Company 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 an inaccuracy in or breach a Breach of any representation or warranty made by the Company Seller in this Agreement;
; (iib) 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 a Breach of any representation or warranty made by the Company Seller in this Agreement if (Ai) 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 (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
; (iiic) any breach Breach of any covenant or obligation of the CompanySeller; and
and (ivd) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 5 impossible or unlikely.
(b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 4.3 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 Seller shall promptly deliver to Parent the Purchaser 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 representation or warranty made by the Company Seller in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 5 has been satisfied.
Appears in 1 contract
Samples: Asset Purchase Agreement (Shaman Pharmaceuticals Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Havoc and the Company Selling Shareholders shall promptly notify Parent AEND in writing of:
(i) the discovery by Havoc or any of the Company Selling Shareholders 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 a Breach of any representation or warranty made by Havoc or any of the Company Selling Shareholders 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 a Breach of any representation or warranty made by Havoc or any of the Company Selling Shareholders 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 Breach of any covenant or obligation of Havoc or any of the CompanySelling Shareholders; and
(iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 8 or Section 7 9 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a6.4(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 Havoc and the Company Selling Shareholders shall promptly deliver to Parent AEND 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 Havoc or any of the Company Selling Shareholders in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 8 has been satisfiedsatisfied unless AEND and Havoc agree that
(a) if the Breach existed as of the date of this Agreement, then AEND shall be entitled to be reimbursed for its direct out of pocket professional fees for the Transactions; (b) if the Breach is the result of any event, circumstance, or condition occurring or arising after the date of execution and prior to the Closing, then AEND's sole remedy shall be termination of this Agreement.
Appears in 1 contract
Samples: Stock Exchange Agreement (American Enterprise Development Corp)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company and Sellers shall promptly notify Parent Purchaser in writing of:
, any of the following: (ia) the discovery by the 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 an inaccuracy in or a breach of any representation or warranty made by the Company or Sellers in this Agreement;
; (iib) 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 a material breach of any representation or warranty made by the Company or the Sellers 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 Closing Date; (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
(iiic) any breach of any covenant or obligation of the CompanyCompany or Sellers set forth in this Agreement; and
and (ivd) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely.
(b) If . Any such notification shall not have the effect of amending the Disclosure Schedules or constitute of waiver of any eventrights of Purchaser. On or before the Closing Date, conditionCompany and Sellers may amend the Disclosure Schedules to reflect any matter that arises or is discovered after the date hereof that, fact if existing or circumstance that is known on the date hereof, would have been required to be disclosed pursuant to Section 4.3(a) requires in such Disclosure Schedules, provided that no such amendment shall cure any change in the Disclosure Schedule, breach 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 inaccuracy of any of the representations and warranties representation or warranty made by the Company in this Agreement, or (ii) determining whether any of the conditions Sellers on the date hereof or be considered in determining whether the condition set forth in Section 6 6.1 has been satisfiedmet.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company and the Selling Stockholder shall promptly notify Parent the Purchaser in writing of:
(i) the discovery by the Company or the Selling Stockholder 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 a Breach of any representation or warranty made by the Company or any of the Selling Stockholder 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 a Breach of any representation or warranty made by the Company or the Selling Stockholder 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 Breach of any covenant or obligation of the CompanyCompany or any of the Selling Stockholder; and
(iv) any event, condition, fact or circumstance that would may 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(a4.4(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 Company and the Selling Stockholder shall promptly deliver to Parent the Purchaser 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 or any of the Selling Stockholder in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Periodperiod prior to each Closing, the Company Company, on the one hand, and each of the Purchasers, on the other hand, shall promptly notify Parent the other parties in writing of:
(i) the discovery by the Company any of them 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 a breach of any representation or warranty made by the Company them 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 a breach of any representation or warranty made by the Company any of them 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 Companyany of them; andor
(iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 5 or Section 7 6 impossible or unlikely.
(b) If any eventThe Company may, conditionno later than five business days prior to a Closing, fact or circumstance that is required deliver to be disclosed pursuant the Purchasers a written update to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such Schedule of Exceptions attached hereto as Exhibit C specifying a change assuming the Disclosure to such Schedule were dated of Exceptions arising as a result of developments occurring after 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 this Agreement. No later than one business day prior to the Disclosure Schedule specifying applicable Closing, the Purchasers shall provide written notice to the Company, which written notice shall specify whether the Purchasers have, in their sole discretion, accepted or rejected such changeupdate. No In the event such update is accepted, such update shall be deemed to supplement and amend the Schedule of Exceptions attached hereto as Exhibit C. Notwithstanding anything therein to the contrary, no such update that is not otherwise accepted by the Purchasers in the manner described above shall be deemed to supplement or amend the Disclosure Schedule of Exceptions attached hereto as Exhibit C for the purpose of (iA) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (iiB) determining whether any of the conditions set forth in Section 6 has 5 hereof have been satisfiedsatisfied unless the parties agree to proceed with the Closing, in which case the update shall be deemed to supplement or amend the Schedule of Exceptions attached hereto.
Appears in 1 contract
Samples: Series E Preferred Stock Purchase Agreement (Insweb Corp)
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 in any material respect 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 in any material respect 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, 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 material breach of any covenant or obligation of the Company; and
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 unlikelyunlikely prior to August 31, 2000.
(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 Except as expressly set forth in this Agreement 30. or otherwise agreed to by Parent, 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, Agreement or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Internap Network Services Corp/Wa)
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 a material 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 a material 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, 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
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 to the Disclosure Schedule 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, Agreement or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied, unless Parent and the Company mutually agree in writing that such update shall supplement or amend the Disclosure Schedule for such purposes. Parent and the Company agree to act reasonably and in good faith in determining whether, as a result of the information contained in any update to the Disclosure Schedule, the condition set forth in Section 6.1 has been satisfied (it being understood that (A) if the Company and Parent, acting reasonably and in good faith, agree that as a result of the information contained in any update to the Disclosure Schedule, the condition set forth in Section 6.1 has not been satisfied, and Parent proceeds with the Closing, then Parent will be deemed to have waived its rights to obtain indemnification under Section 9 with respect to such information, and (B) if the Company and Parent, acting reasonably and in good faith, do not agree as to whether as a result of the information contained in any update to the Disclosure Schedule, the condition set forth in Section 6.1 has been satisfied, and Parent proceeds with the Closing, then Parent will not be deemed to have waived its rights to obtain indemnification under Section 9 with respect to such information).
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Seller shall promptly notify Parent the Purchaser in writing of:
: (ia) the discovery by the Company 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 an inaccuracy in or breach a Breach of any representation or warranty made by the Company Seller in this Agreement;
; (iib) 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 a Breach of any representation or warranty made by the Company Seller in this Agreement if (Ai) 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 (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
; (iiic) any breach Breach of any covenant or obligation of the CompanySeller; and
and (ivd) any event, condition, fact or circumstance that would reasonably be expected to 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 this Section 4.3(a) 4.4 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 Seller shall promptly deliver to Parent the Purchaser, at least one week prior to the Closing Date, 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 (iA) determining the accuracy of any of the representations and warranties representation or warranty made by the Company Seller in this AgreementAgreement or in the Closing Certificate, or (iiB) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, TGM and the Company Shareholder shall promptly notify Parent HALIS in writing of:
(i) the discovery by TGM or the Company Shareholder 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 TGM or the Company Shareholder 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 TGM or the Company Shareholder 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 TGM or the CompanyShareholder; 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 TGM or the Company Shareholder shall promptly deliver to Parent HALIS 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 TGM or the Company Shareholder in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Halis Inc)
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 26 33 (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 CompanyCompany or any of the Signing Shareholders; and
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 Company Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Company 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 Company Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Company 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Caere Corp)
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, 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, Agreement or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Graphon Corp/De)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, each of the Sellers and/or the Company shall promptly notify Parent Terayon in writing of:
(i) the discovery by any of the Sellers and/or 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 (Ax) 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 (By) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
(iii) any material breach of any material covenant or obligation of the Sellers and/or 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 Terayon 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.
Appears in 1 contract
Samples: Share Purchase Agreement (Terayon Communication Systems)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company and ECI shall promptly notify Parent Alvarion in writing of:
(i) the discovery by the Company or any Subsidiary 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 a 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 a breach of any representation or warranty made by the Company in this Agreement Agreement, if (Ax) 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 (By) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
(iii) any material breach of any material covenant or obligation of ECI or 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 and ECI shall promptly prior to the Closing deliver to Parent Alvarion an update to the Disclosure Schedule specifying such change. No , but no such update disclosure shall be deemed to supplement cure any breach of any representation or amend the Disclosure Schedule for the purpose of warranty which is inaccurate; provided, however, that (i) determining if, in light of such event, fact, condition or circumstance, Alvarion has decided not to consummate the accuracy of any of the representations and warranties made by the Company in Closing pursuant to this Agreement, or it shall not be entitled to be indemnified for such breach; and (ii) determining whether any of if, despite such event, fact, condition or circumstance, Alvarion has decided to consummate the conditions set forth Closing pursuant to this Agreement, it shall not be entitled to make a claim in Section 6 has been satisfiedan amount exceeding $1,000,000 with respect to such breach.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Seller shall promptly notify Parent the Purchaser in writing of:
: (i) the discovery by the Company 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 or an inaccuracy in or breach of any representation or warranty made by the Company Seller 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 a breach of or an inaccuracy in or breach of any representation or warranty made by the Company Seller in this Agreement if 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 CompanySeller; and
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 Article VI impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.9(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 Seller shall promptly deliver to Parent the Purchaser 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 Article VI has been satisfied.
Appears in 1 contract
Samples: Framework Agreement (Clearone Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Parent and Company shall each promptly notify Parent the other party in writing of:
(i) the discovery by the Parent or 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 Parent or Company, respectively, 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 Parent or 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 CompanyParent or Company pursuant to this Agreement; 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 this Section 4.3(a) 5.18 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, ,
38. 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.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the period subsequent to the execution of this Agreement and prior to the Effective Time (the "Pre-Closing Period"), the Company shall promptly notify Parent Wavetech and Wavetech shall promptly notify the Company in writing of:
(i) the discovery by either of the Company parties hereto 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 Wavetech in Article II or by the Company in Article III 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 such party 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 Companysuch party; and
(iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 Sections 6.1, 6.2 or Section 7 6.3 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.2(a) requires any change in either the Wavetech Disclosure ScheduleLetter or the DCI Disclosure Letter, as the case may be or if any such event, condition, fact or circumstance would require such a change assuming the Wavetech Disclosure Schedule Letter or the DCI Disclosure Letter were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company or Wavetech, as the case may be, shall promptly deliver to Parent the other party an update in writing to the Disclosure Schedule Letter specifying such changechange and disclosing all material facts related thereto. No such update shall be deemed to supplement or amend the respective Disclosure Schedule Letter 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 Sections 6.1, 6.2 or 6.3 has been satisfied.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Atcom shall promptly notify Parent CAIS in writing of:
(i) the discovery by the Company Atcom 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 a Breach of any representation or warranty made by the Company Atcom in this AgreementAgreement or in any of the other Transactional Agreements;
(ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement (except as a result of actions taken pursuant to the written consent of CAIS) and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company Atcom 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 eventextent, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
(iii) any breach Breach of any covenant or obligation of the CompanyAtcom; and
(iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 Article VII or Section 7 Article VIII impossible or unlikely.
(b) If any event, condition, fact or circumstance circumstances that is required to be disclosed pursuant to Section 4.3(a5.4(a) requires any material change in the Atcom Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Atcom Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstancecircumstances, then the Company Atcom shall promptly deliver to Parent CAIS an update to the Atcom Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the change (a "Disclosure Schedule for Update").
(c) Atcom will promptly update any relevant and material information provided to CAIS after the purpose date hereof pursuant to the terms 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.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Seller and the Company shall promptly notify Parent Purchaser in writing of the discovery by Seller or the Company 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 a breach of any representation or warranty made by the Company Seller 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 a material breach of any representation or warranty made by the Company Seller 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 material breach of any covenant or obligation of Seller or the Company; and
(iv) any event, condition, fact or circumstance that would may 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(a4.4(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 Company Seller shall promptly deliver to Parent Purchaser an update to the Disclosure Schedule specifying such change. No such 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 Seller in this Agreement, or (ii) but not for determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
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 CompanyCompany or any of the Signing Shareholders; and
(iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 7 or Section 7 8 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.3(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 as of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any date of the conditions set forth in Section 6 has been satisfied.this
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Asyst Technologies Inc /Ca/)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Pre- Closing Period, Xenova and the Company Seller shall promptly notify Parent the Purchaser in writing of:
: (ia) the discovery by Xenova or the Company 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 an inaccuracy in or breach a Breach of any representation or warranty made by Xenova or the Company Seller in this Agreement;
; (iib) 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 a Breach of any representation or warranty made by Xenova or the Company Seller in this Agreement if (Ai) 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 (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
; (iiic) any breach Breach of any covenant or obligation of Xenova or the CompanySeller; and
and (ivd) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 8 impossible or unlikely.
(b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 6.5 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 Xenova and the Company Seller shall promptly deliver to Parent the Purchaser 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 8 has been satisfied. In the event any such change in the Disclosure Schedule results in a material change in the Seller's ability to make the representations and warranties made herein, then Purchaser shall be entitled not to conduct the Closing in view of such update or may request that Xenova and Seller agree in writing to negotiate with Purchaser in good faith an appropriate modification to the Purchase Price to take into account any such supplemental information, which request shall not be unreasonably denied.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company and each Seller, through the Sellers' Representative, as applicable, shall promptly notify Parent ADAC in writing of:
(i) the discovery by the Company or a 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 an inaccuracy in or breach of any representation or warranty made by the Company or the Sellers in this Agreement;
(ii) any event, condition, fact or circumstance known, or that becomes known, to the Company or any Seller 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 or the Sellers 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, 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 CompanyCompany or the Sellers; and
(iv) any event, condition, fact or circumstance known, or that becomes known, to the Company or any Seller that would make the timely satisfaction of any of the conditions set forth in Section Article 5 or Article 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 ADAC 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 or the Sellers in this Agreement, or (ii) determining whether any of the conditions set forth in Section Article 6 has been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Adac Laboratories)
Notification; Updates to Disclosure Schedule. (aA) During the Pre-Closing Period, the Company Seller shall promptly notify Parent Purchaser in writing of:
(iI) the discovery by the Company 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 an inaccuracy in or breach a Breach of any representation or warranty made by Seller or any of the Company Founders in this Agreement;
(iiII) 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 a material Breach of any representation or warranty made by Seller or any of the Company Founders 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;
(iiiIII) any breach Breach of any covenant or obligation of Seller or any of the CompanyFounders; and
(ivIV) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely.
(bB) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.4(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 Seller and the Company Founders shall promptly deliver to Parent Purchaser 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 Seller or any of the Company Stockholders in this AgreementAgreement or at the Closing except where such update or updates, individually or in the aggregate, would not have or could not reasonably be expected to have a Material Adverse Effect (ii) determining whether any of the conditions set forth in Section 6 has been satisfiedsatisfied or (iii) for the purpose of liability under Section 9.
Appears in 1 contract
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 or any of the Stockholders 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 or any of the Stockholders 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 this Agreement by the CompanyCompany or any of the Shareholders; 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(a5.3(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) except as provided in Section 9.2, determining the accuracy of any of the representations and warranties made by the Company or any of the Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall use reasonable commercial efforts to 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 or the Designated Shareholders in this Agreement;
(ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that the Company, in good faith believes, would cause or constitute an a material inaccuracy in or material breach of any representation or warranty made by the Company or the Designated Shareholders 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 CompanyCompany or the Signing Shareholders; 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 or the Designated Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Vendors shall promptly notify Parent the Purchaser 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 a Breach of any representation or warranty made by the Company Vendors 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 a Breach of any representation or warranty made by the Company Vendors 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 Breach of any covenant or obligation of the CompanyVendors; and
(iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 5 or Section 7 6 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.4(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 Company Vendors shall promptly deliver to Parent the Purchaser 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 Vendors in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 5 has been satisfied.
(c) During the Pre-Closing Period, the Purchaser shall promptly notify the Vendors in writing of the discovery 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 Vendors in this Agreement.
(d) The Purchasers and the Vendors shall meet and discuss in good faith any update to the Disclosure Schedule referred to in Section 4.4(b) or any notification given under Section 4.4(d).
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Preperiod subsequent to the execution of this Agreement and prior to the Effective Time (the "PRE-Closing PeriodCLOSING 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 Sections 6.1, 6.2 or Section 7 6.3 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.2(a) requires any change in the Company Disclosure ScheduleSchedules, or if any such event, condition, fact or circumstance would require such a change assuming the Company Disclosure Schedule Schedules 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 Company Disclosure Schedule Schedules specifying such change. No such update shall be deemed to supplement or amend the Company Disclosure Schedule Schedules 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 Sections 6.1, 6.2 or 6.3 has been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Vitrix Inc /Nv/)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Purchaser and Merger Sub shall promptly notify Parent Xxxxx in writing of:
(i) the discovery by the Company Purchaser 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 an inaccuracy in or breach a Breach of any representation or warranty made by the Company Purchaser, Merger Sub, Xxxxx or any Signing Stockholder in this Agreement;
(ii) the discovery by Purchaser or Merger Sub of 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 a Breach of any representation or warranty made by the Company Xxxxx, any Signing Stockholder Purchaser 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, circumstance (except for representations and warranties that expressly speak as of a specified date) or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
(iii) the discovery by Purchaser or Merger Sub of any breach Breach of any covenant or obligation of the CompanyPurchaser, Xxxxx any Signing Stockholder or Merger Sub; and
(iv) the discovery by Purchaser or Merger Sub of any event, condition, fact or circumstance that would make makes the timely satisfaction of any of the conditions set forth in Section 6 9 or Section 7 10 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a7.3(a) requires any change in the Purchaser Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Purchaser Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Purchaser and Merger Sub shall promptly deliver to Parent Xxxxx and the Signing Stockholders an update to the Purchaser Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Purchaser Disclosure Schedule for the purpose of (i) determining the accuracy as of the date of this Agreement of any of the representations and warranties made by the Company Purchaser or Merger Sub in this Agreement, Agreement or (ii) determining whether any of the conditions set forth in Section 6 10 has been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Metron Technology N V)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company and/or the Selling Shareholders shall promptly notify Parent the Purchaser in writing of:
(i) the discovery by the Company or the Selling Shareholders 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 a Breach of any representation or warranty made by the Company or any of the Selling Shareholders 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 a Breach of any representation or warranty made by the Company or any of the Selling Shareholders 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, 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 Breach of any covenant or obligation of the CompanyCompany or any of the Selling Shareholders; 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 Selling Shareholders shall promptly deliver to Parent the Purchaser 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.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During Prior to the Pre-Closing PeriodDate, the Company Beech shall as promptly as reasonably practicable notify Parent Buyer in writing of its Knowledge of:
(i) the discovery by the Company Beech 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 a breach of any representation or warranty made by the Company Beech in this Agreement;
(ii) any event, condition, fact or circumstance that occurs, arises or first exists after the date of this Agreement and that would cause or constitute an inaccuracy in or a breach of any representation or warranty made by the Company Beech 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 CompanyBeech; and
(iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 Article VIII impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a6.5(a) requires any change in the Disclosure Schedulea previously delivered disclosure schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule disclosure schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstancecircumstances, then the Company Beech shall as promptly as reasonably practicable deliver to Parent Buyer an update to the specifying such change (a “Disclosure Schedule specifying such changeUpdate”). No such notice or update shall affect the representations or warranties of the parties or the conditions to their respective obligations hereunder, and Buyer shall be deemed entitled to supplement seek post-closing indemnification for damages arising from such breach (even if disclosed pursuant to Section 6.5(a)) as provided in Section 10.1 hereunder. If the event, condition, fact or amend the Disclosure Schedule for the purpose of circumstance disclosed by Beech to Buyer hereunder (itogether with any other conditions, facts or circumstances previously disclosed by Beech to Buyer pursuant to this Section 6.5) determining the accuracy would cause or constitute a material breach of any of the representations and warranties representation or warranty made by the Company Beech in this Agreement, or Buyer shall have the right to terminate this Agreement within twenty (ii20) determining whether any days of the conditions set forth in Section 6 has been satisfiedreceipt of any such update.
Appears in 1 contract
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 CompanyCompany or the Selling Shareholders; 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 unlikelyunlikely .
(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 7 has been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Asyst Technologies Inc /Ca/)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Conduct shall promptly notify Parent Mercury in writing of:
: (i) the discovery by the Company Conduct or Subsidiary 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 Conduct or Subsidiary 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 Conduct or Subsidiary 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, 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 CompanyConduct or Subsidiary; and
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. Notification in accordance with this Section 5.3(a) shall not affect Conduct's or Subsidiary's liability for breach of any such representation, warranty or covenant under this Agreement.
(b) If During the Pre-Closing Period, Mercury shall promptly notify Conduct in writing of: (i) the discovery by Mercury of any event, condition, fact or circumstance that is required occurred or existed on or prior to be disclosed pursuant to Section 4.3(athe date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by Mercury in this Agreement; (ii) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would require cause or constitute an inaccuracy in or breach of any representation or warranty made by Mercury in this Agreement if (A) such a change assuming the Disclosure Schedule were dated representation or warranty had been made as of the date time of the occurrence, existence or discovery of such event, condition, fact or circumstancecircumstance or (B) such event, then the Company shall promptly deliver to Parent an update condition, fact or circumstance had occurred, arisen or existed on or prior to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose date of this Agreement; (iiii) determining the accuracy any breach of any covenant or obligation of Mercury; and (iv) any event, condition, fact or circumstance that would make the representations and warranties made by the Company in this Agreement, or (ii) determining whether timely satisfaction of any of the conditions set forth in Section 6 has been satisfied8 impossible or unlikely. Notification in accordance with this Section 5.3(b) shall not affect Mercury's liability for breach of any such representation, warranty or covenant under this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement (Mercury Interactive Corporation)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company and each Shareholder, through the Shareholders' Representative, as applicable, shall promptly notify Parent ADAC in writing of:
(i) the discovery by the Company or a Shareholder 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 or the Shareholders in this Agreement;
(ii) any event, condition, fact or circumstance known, or that becomes known, to the Company or any Shareholder 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 or the Shareholders 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, 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 CompanyCompany or the Shareholders; and
(iv) any event, condition, fact or circumstance known, or that becomes known, to the Company or any Shareholder that would make the timely satisfaction of any of the conditions set forth in Section Article 5 or Article 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 ADAC 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 or the Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section Article 6 has been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Adac Laboratories)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Periodperiod from the date of this Agreement through the Closing, the Company shall Seller and the Acquired Companies will promptly notify Parent the Purchaser in writing of:
if they become aware 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 causes or constitutes an inaccuracy in or breach of any representation or warranty made by the Company Seller or any of the Acquired Companies 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 Seller or any of the Acquired Companies 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 CompanySeller or the Acquired Companies under this Agreement; and
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 Article VI impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.04(a) requires any material change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a material 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 Seller and the Acquired Companies will promptly deliver to Parent the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall will 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 Seller or any of the Acquired Companies in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 Article VI has been satisfied, but all such updates will be deemed to supplement and amend the Disclosure Schedule for the purpose of the indemnification provisions set forth in Article IX.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Parent, Subsidiary, the Company shall Selling Shareholders and the Principal HYP Shareholders will promptly notify Parent Purchaser in writing of:
(i1) the discovery by the Company any of them 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 a Breach of any representation or warranty made by the Company any of them in this Agreement;
(ii2) 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 a Breach of any representation or warranty made by the Company any of them 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;
(iii3) any breach Breach of any covenant or obligation contained in this Agreement by any of the Companythem; and
(iv4) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section Sections 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(a4.4(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 Parent, Subsidiary, the Company shall Selling Shareholders and the Principal HYP Shareholders will promptly deliver to Parent Purchaser an update to the Disclosure Schedule specifying such change. No such update shall will be deemed to supplement or amend the Disclosure Schedule for the purpose of (i1) determining the accuracy of any of the representations and warranties made by Parent, Subsidiary, the Company Selling Shareholders and the Principal HYP Shareholders in this AgreementAgreement or in the Closing Certificate, or (ii2) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
Samples: Exchange Agreement (Zindart LTD)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent Terayon 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 a material inaccuracy in or breach of any representation or warranty made by the Company in this Agreement;
(ii) the discovery by the Company of any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an a material 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) the discovery by the Company of 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 Terayon 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Terayon Communication Systems)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company each party shall promptly notify Parent the others in writing of the discovery by such party 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 such party 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 such party 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 Companysuch party; and
(iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 7 or Section 7 8 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.9(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 7 has been satisfied.
Appears in 1 contract
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 condition set forth in Section 6 7 or Section 7 8 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 condition set forth in Section 6 has been satisfied.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of:
(i) the discovery by any of the Company Acquired Companies 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 in any material respect an inaccuracy in or 29. breach of any representation or warranty made by the Company in this Agreement, as modified by the Disclosure Schedule;
(ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute in any material respect 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 material 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.
Appears in 1 contract
Samples: Merger Agreement (Ditech Corp)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Parties shall promptly notify Parent the each other in writing of:
: (ia) the discovery by the Company any party hereto 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 a Breach of any representation or warranty made by the Company other party hereto in this Agreement;
; (iib) 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 a Breach of any representation or warranty made by the Company in this Agreement other party if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
; (iiic) any breach Breach of any covenant or obligation of the Companysuch other party; and
and (ivd) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 7 or Section 7 8 impossible or unlikely.
(b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 4.4 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 Seller shall promptly deliver to Parent the Purchaser 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 representation or warranty made by the Company Seller in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 7 has been satisfiedsatisfied or (iii) determining whether any of the Indemnitees is entitled to indemnification pursuant to Section 10.
Appears in 1 contract
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company UniMark, ICMOSA and FoodsSub shall promptly notify Parent Purchaser in writing of:
: (i) the discovery by the Company UniMark, ICMOSA or FoodsSub 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 a breach of any representation or warranty made by the Company UniMark, ICMOSA or FoodsSub 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 a breach of any representation or warranty made by the Company UniMark, ICMOSA or FoodsSub 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, 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 CompanyUniMark, ICMOSA or FoodsSub; and
and (iv) any event, condition, fact or circumstance that would make may interfere with the timely satisfaction of any of the conditions set forth in Section 6 5. Without limiting the generality of the foregoing, UniMark, ICMOSA and FoodsSub shall promptly advise Purchaser in writing of any Legal Proceeding or material claim threatened, commenced or asserted against or with respect to ICMOSA or FoodsSub or any of the assets of ICMOSA or FoodsSub. No notification given to Purchaser pursuant to this Section 7 impossible 4.6(a) shall limit or unlikelyotherwise affect any of the representations, warranties, covenants or obligations of the parties contained in this Agreement.
(b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.6(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 UniMark, ICMOSA and FoodsSub shall promptly deliver cause to Parent be delivered to Purchaser 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 UniMark, ICMOSA or FoodsSub in this Agreement, Agreement or in the Closing Certificate or (ii) determining whether any of the conditions set forth in Section 6 has 5 have been satisfied.
Appears in 1 contract
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 or any of the Stockholders 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 or any of the Stockholders 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 CompanyCompany or any of the Stockholders; 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) except as provided in Section 9.2, determining the accuracy of any of the representations and warranties made by the Company or any of the Stockholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.
Appears in 1 contract
