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Common use of Notification; Updates to Disclosure Schedule Clause in Contracts

Notification; Updates to Disclosure Schedule. (a) Notification by the Company. During the Pre-Closing Period, the Company shall promptly notify Purchaser in writing of: (i) the discovery by any Acquired Company of any event, condition, fact or circumstance that occurred or existed on or before the Agreement Date and that caused or constitutes a breach of or an inaccuracy in any representation or warranty made by the Company in this Agreement such that the condition in Section 6.1 would not be satisfied; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the Agreement Date and that would cause or constitute a material breach of or an inaccuracy in 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 before the Agreement Date such 39

Appears in 1 contract

Samples: Share Issuance and Acquisition Agreement (Walmart Inc.)

Notification; Updates to Disclosure Schedule. (a) Notification by the Company. During the Pre-Closing Period, the Company shall will promptly notify Purchaser Parent in writing of: : (i) the discovery by any Acquired the Company of any event, condition, fact or circumstance that occurred or existed on or before prior to the date of this Agreement Date 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 such that the condition in Section 6.1 would not be satisfied; Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement Date and that would cause or constitute a material 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 circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or before prior to the Agreement Date such 39date of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Quokka Sports Inc)

Notification; Updates to Disclosure Schedule. (a) Notification by the Company. During the Pre-Closing Period, the Company Parent shall promptly notify Purchaser the Company in writing of: (i) the discovery by any Acquired Company Parent of any event, condition, fact or circumstance that occurred or existed on or before prior to the date of this Agreement Date and that caused or constitutes a breach of or an inaccuracy in or breach of any representation or warranty made by the Company Parent in this Agreement such that the condition in Section 6.1 would not be satisfiedAgreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement Date and that would cause or constitute a material breach of or an inaccuracy in or breach of any representation or warranty made by the Company 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 circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or before prior to the Agreement Date such 39date 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Caere Corp)

Notification; Updates to Disclosure Schedule. (a) Notification by the Company. During the Pre-Closing Period, the Company shall promptly notify Purchaser Parent in writing of: : (i) the discovery by any Acquired the Company of any event, condition, fact or circumstance that occurred or existed on or before prior to the date of this Agreement Date 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 such that the condition in Section 6.1 would not be satisfied; Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement Date and that would cause or constitute a material 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 circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or before prior to the Agreement Date such 39date of this Agreement; (iii) any breach of any covenant or obligation of the Company; and

Appears in 1 contract

Samples: Merger Agreement (Boole & Babbage Inc)

Notification; Updates to Disclosure Schedule. (a) Notification by the Company. During the Pre-Closing Period, the Company Seller shall promptly notify the Purchaser in writing of: (ia) the discovery by any Acquired Company the Seller of any event, condition, fact or circumstance that occurred or existed on or before prior to the date of this Agreement Date and that caused or constitutes a breach Breach of or an inaccuracy in any representation or warranty made by the Company Seller in this Agreement such that the condition in Section 6.1 would not be satisfiedAgreement; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement Date and that would cause or constitute a material breach Breach of or an inaccuracy in 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 circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or before prior to the Agreement Date such 39date of this Agreement; (c) any Breach of any covenant or obligation of the Seller; and (d) any event, condition, fact or circumstance that may make the

Appears in 1 contract

Samples: Asset Purchase Agreement (Endwave Corp)