Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Seller shall promptly notify the Purchaser in writing of: (i) the discovery by Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach of any representation or warranty made by 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 any representation or warranty made by 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 Breach of any covenant or obligation of Seller: and (iv) any event, condition, fact or circumstance that may 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: Asset Purchase Agreement (Integrated Surgical Systems Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Periodperiod between the date hereof and the Closing, Seller Sellers shall promptly notify the Purchaser in writing of: (ia) the discovery by Seller Sellers 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 breach of any representation or warranty made by Seller 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 a Breach breach of any representation or warranty made by Seller Sellers 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 Seller: and Sellers; or (ivd) any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Section 6 9.1 or Section 7 impossible or unlikely.9.2
Appears in 1 contract
Samples: Interest Purchase Agreement (Envision Healthcare Corp)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Seller Ezlogin shall promptly notify the Purchaser 724 Solutions in writing of: (i) the discovery by Seller Ezlogin of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this the Original Merger Agreement and that caused or constitutes a Breach material breach of any representation or warranty made by Seller Ezlogin in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this the Original Merger Agreement and that would cause or constitute a Breach material breach of any representation or warranty made by Seller Ezlogin in this Agreement if (A1) 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 (B2) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this the Original Merger Agreement; (iii) any Breach material breach of any covenant or obligation of Seller: Ezlogin; and (iv) any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 Article VI impossible or unlikely.
Appears in 1 contract
Samples: Non Employee Shareholders' Agreement (724 Solutions Inc)
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Seller shall promptly notify the Purchaser in writing of: (ia) the discovery by the Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach of any representation or warranty made by the Seller in this Agreement; (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 any representation or warranty made by 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 of any covenant or obligation of the Seller: ; and (ivd) any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely.the
Appears in 1 contract