Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH shall promptly notify SKYC in writing of: (i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied; (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 express written consent of SKYC) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied; (b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDH, as applicable, shall promptly deliver to SKYC an update to the FDH Disclosure Schedule specifying such change (a “Disclosure Schedule Update”). (c) It will promptly update any relevant and material information provided to SKYC after the date hereof pursuant to the terms of this Agreement.
Appears in 6 contracts
Samples: Share Exchange Agreement (Sky Digital Stores Corp.), Share Exchange Agreement (Sky Digital Stores Corp.), Share Exchange Agreement (Sky Digital Stores Corp.)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH the Seller or Underlying Asset shall promptly notify SKYC the Purchaser in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCthe Purchaser) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Seller or Underlying Asset Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Seller or Underlying Asset Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHthe Seller, as applicable, shall promptly deliver to SKYC the Purchaser an update to the FDH Seller or Underlying Asset Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC the Purchaser after the date hereof pursuant to the terms of this Agreement.
Appears in 3 contracts
Samples: Share Exchange Agreement, Share Exchange Agreement (Bonanza Goldfields Corp.), Share Exchange Agreement (Cosmos Group Holdings Inc.)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH the Company shall promptly notify SKYC Parent in writing of:
(i) the discovery by it the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by it the Company in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfiedAgreement;
(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 express written consent of SKYC) and that is contrary to would cause or constitute an inaccuracy in or breach of any representation or warranty made by it the Company in this AgreementAgreement 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 upon make the giving timely satisfaction of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI Section 6 or Article VII not to be satisfied;Section 7 impossible or unlikely.
(b) If any event, condition, fact or circumstances circumstance that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Company Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Company Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstancescircumstance, then FDH, as applicable, the Company shall promptly deliver to SKYC Parent an update to the FDH Company Disclosure Schedule specifying such change (a “change. No such update shall be deemed to supplement or amend the Company Disclosure Schedule Update”).
for the purpose of (ci) It will promptly update determining the accuracy of any relevant of the representations and material information provided to SKYC after warranties made by the date hereof Company in this Agreement, (ii) determining whether any of the conditions set forth in Section 6 has been satisfied, or (iii) indemnification pursuant to the terms of this AgreementSection 9.
Appears in 2 contracts
Samples: Merger Agreement (Poseida Therapeutics, Inc.), Merger Agreement (Poseida Therapeutics, Inc.)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH Buyippee shall promptly notify SKYC ENMI in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCENMI) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Buyippee Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Buyippee Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHBuyippee, as applicable, shall promptly deliver to SKYC ENMI an update to the FDH Buyippee Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC ENMI after the date hereof pursuant to the terms of this Agreement.
Appears in 2 contracts
Samples: Share Exchange Agreement (Dh Enchantment, Inc.), Share Exchange Agreement (Dh Enchantment, Inc.)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH Infinity Resources shall promptly notify SKYC Tap Resources in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCTap Resources) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Infinity Resources Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Infinity Resources Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHInfinity Resources, as applicable, shall promptly deliver to SKYC Tap Resources an update to the FDH Infinity Resources Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC Tap Resources after the date hereof pursuant to the terms of this Agreement.
Appears in 2 contracts
Samples: Share Exchange Agreement (Tap Resources, Inc.), Share Exchange Agreement (Tap Resources, Inc.)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH OOB HK shall promptly notify SKYC Sharing Economy in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCSharing Economy) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH OOB HK Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH OOB HK Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHOOB HK, as applicable, shall promptly deliver to SKYC Sharing Economy an update to the FDH OOB HK Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC Sharing Economy after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement (Sharing Economy International Inc.)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH the Seller and the Purchaser shall promptly notify SKYC the other party in writing of:
: (i) the discovery by it the Seller or the Purchaser, as applicable, of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to and that caused or constitutes a material breach of or an inaccuracy in any representation or warranty made by it the Seller or the Purchaser, as applicable, in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
Agreement; (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 express written consent of SKYC) and that is contrary to would cause or constitute a material breach of or an inaccuracy in any representation or warranty made by it the Seller or the Purchaser, as applicable, 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 Seller or the Purchaser, as applicable; and (iv) any event, condition, fact or circumstance that would upon make the giving timely satisfaction of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI Section 5 impossible or Article VII not to be satisfied;unlikely.
(b) If any event, condition, fact or circumstances circumstance that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Seller Disclosure Schedule or the Purchaser Disclosure Schedule, as applicable, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Seller Disclosure Schedule or the Purchaser Disclosure Schedule, as applicable, were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstancescircumstance, then FDHprior to the fifth business day prior to the Closing Date, the Seller or the Purchaser, as applicable, shall promptly deliver to SKYC the other party an update to the FDH Seller Disclosure Schedule or the Purchaser Disclosure Schedule, as applicable, specifying such change (a “change. No such update shall be deemed to supplement or amend the Seller Disclosure Schedule Update”).
or the Purchaser Disclosure Schedule, as applicable, for the purpose of: (ci) It will promptly update determining the accuracy of any relevant of the representations and material information provided to SKYC after warranties made by the date hereof pursuant to Seller or the terms of Purchaser, as applicable, in this Agreement; or (ii) determining whether any of the conditions set forth in Section 5 has been satisfied.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH Trendmark shall promptly notify SKYC Evil Empire Designs in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCEvil Empire Designs) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Trendmark Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Trendmark Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHTrendmark, as applicable, shall promptly deliver to SKYC Evil Empire Designs an update to the FDH Trendmark Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC Evil Empire Designs after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement (Evil Empire Designs, Inc.)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH TGD shall promptly notify SKYC UTVG in writing of:
(i) the discovery by it or any Shareholder of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional AgreementsAgreement, or that would upon the giving of notice or lapse of time, result in cause any of its the representations and warranties set forth in this agreement Agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCUTVG) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in cause any of its the representations and warranties set forth in this agreement Agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If The occurrence of any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) or that otherwise requires any material change in the FDH TGD Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH TGD Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHTGD, as applicable, shall promptly deliver to SKYC UTVG an update to the FDH TGD Disclosure Schedule specifying such change (a “"Disclosure Schedule Update”").
(c) It TGD will promptly update any relevant and material information provided to SKYC UTVG after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH each of UPE and ZHUO TONG shall promptly notify SKYC CHID in writing of:
(i) the discovery by it of discoverx xx xx xf any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCCHID) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH UPE and ZHUO TONG Disclosure Schedule, or if any such event, condition, fact or circumstance xx xxxxxxstance would require such a change assuming the FDH UPE and ZHUO TONG Disclosure Schedule were dated as of the date of the occurrenceoccurrxxxx, existence xxxstence or discovery of such event, condition, fact or circumstances, then FDHUPE or ZHUO TONG, as applicable, shall promptly deliver to SKYC CHID an update to the FDH xxx XXX and ZHUO TONG Disclosure Schedule specifying such change (a “Disclosure Schedule Update”"DISCLOSURE SXXXXXXX XPDATE").
(c) It will promptly update any relevant and material information provided to SKYC CHID after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement (China Digital Communication Group)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH each of GALAXY VIEW INTERNATIONAL LTD and SONO shall promptly notify SKYC CHID in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCCHID) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH GALAXY VIEW INTERNATIONAL LTD and SONO Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH GALAXY VIEW INTERNATIONAL LTD and SONO Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHGALAXY VIEW INTERNATIONAL LTD or SUNO, as applicable, shall promptly deliver to SKYC CHID an update to the FDH GALAXY VIEW INTERNATIONAL LTD and SONO Disclosure Schedule specifying such change (a “Disclosure Schedule Update”"DISCLOSURE SCHEDULE UPDATE").
(c) It will promptly update any relevant and material information provided to SKYC CHID after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement (China Digital Communication Group)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH each of Billion and E'JINIE shall promptly notify SKYC CDCG in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCCDCG) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Billion and E'JINIE Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Billion and E'JINIE Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHBillion or E'JINIE, as applicable, shall promptly deliver to SKYC CDCG an update to the FDH Billion and E'JINIE Disclosure Schedule specifying such change (a “Disclosure Schedule Update”"DISCLOSURE SCHEDULE UPDATE").
(c) It will promptly update any relevant and material information provided to SKYC CDCG after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH Period the Company shall promptly notify SKYC in writing Parent of:
(i) the discovery by it the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by it the Company in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfiedAgreement;
(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 express written consent of SKYC) and that is contrary to would cause or constitute an inaccuracy in or breach of any representation or warranty made by it the Company in this AgreementAgreement as 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 contained herein by the Company; and
(iv) any event, condition, fact or circumstance that would upon make the giving timely satisfaction of notice or lapse of time, result in any of its representations and warranties condition set forth in this agreement to become untrue Agreement impossible or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;unlikely.
(b) If any event, condition, fact or circumstances circumstance that is required to be disclosed pursuant to Section 4.4(a4.3(a) requires any material change in the FDH Disclosure ScheduleCompany Disclosure, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Company Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstancescircumstance, then FDH, as applicable, the Company shall promptly deliver to SKYC Parent an update to the FDH Company Disclosure Schedule specifying such change (a “change. No such update shall be deemed to supplement or amend the Company Disclosure Schedule Update”).
for the purpose of (ci) It will promptly update determining the accuracy of any relevant of the representations and material information provided to SKYC after the date hereof pursuant to the terms of warranties made in this Agreement, or (ii) determining whether any condition set forth in Sections 6, 7 or 8 has been satisfied.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH each of CFDL and Shanghai shall promptly notify SKYC CHCG in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCCHCG) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH CFDL and Shanghai Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH CFDL and Shanghai Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHCFDL or Shanghai, as applicable, shall promptly deliver to SKYC CHCG an update to the FDH CFDL and Shanghai Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC CHCG after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH Jebe Production shall promptly notify SKYC Sharing Economy in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCSharing Economy) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Jebe Production Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Jebe Production Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHJebe Production, as applicable, shall promptly deliver to SKYC Sharing Economy an update to the FDH Jebe Production Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC Sharing Economy after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement (Sharing Economy International Inc.)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH Gold Shiny shall promptly notify SKYC Fovea Jewelry in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCFovea Jewelry) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Gold Shiny Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Gold Shiny Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHGold Shiny, as applicable, shall promptly deliver to SKYC Fovea Jewelry an update to the FDH Gold Shiny Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC Fovea Jewelry after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement (Fovea Jewelry Holdings Ltd.)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH Edible Garden shall promptly notify SKYC Terra Tech in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI VII or Article VII VIII not to be satisfied;
(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 express written consent of SKYCTerra Tech) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI VII or Article VII VIII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Edible Garden Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Edible Garden Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHEdible Garden, as applicable, shall promptly deliver to SKYC Terra Tech an update to the FDH Edible Garden Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC Terra Tech after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH Powertech shall promptly notify SKYC Folkup Development in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCFolkup Development) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Powertech Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Powertech Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHPowertech, as applicable, shall promptly deliver to SKYC Folkup Development an update to the FDH Powertech Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC Folkup Development after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH SHV Corp. shall promptly notify SKYC Stony Hill in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCStony Hill) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH SHV Corp. Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH SHV Corp. Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHSHV Corp., as applicable, shall promptly deliver to SKYC Stony Hill an update to the FDH SHV Corp. Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC Stony Hill after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH the Seller and the Purchaser Entities shall promptly notify SKYC the other party in writing of:
: (i) the discovery by it the Seller or the Purchaser Entities, as applicable, of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to and that caused or constitutes a material breach of or an inaccuracy in any representation or warranty made by it the Seller or the Purchaser Entities, as applicable, in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
Agreement; (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 express written consent of SKYC) and that is contrary to would cause or constitute a material breach of or an inaccuracy in any representation or warranty made by it the Seller or the Purchaser Entities, as applicable, 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 Seller or the Purchaser Entities, as applicable; and (iv) any event, condition, fact or circumstance that would upon make the giving timely satisfaction of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI Section 5 impossible or Article VII not to be satisfied;unlikely.
(b) If any event, condition, fact or circumstances circumstance that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Seller Disclosure Schedule or the Purchaser Disclosure Schedule, as applicable, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Seller Disclosure Schedule or the Purchaser Disclosure Schedule, as applicable, were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstancescircumstance, then FDHprior to the fifth business day prior to the Closing Date, the Seller or the Purchaser Entities, as applicable, shall promptly deliver to SKYC the other party an update to the FDH Seller Disclosure Schedule or the Purchaser Disclosure Schedule, as applicable, specifying such change (a “change. No such update shall be deemed to supplement or amend the Seller Disclosure Schedule Update”).
or the Purchaser Disclosure Schedule, as applicable, for the purpose of: (ci) It will promptly update determining the accuracy of any relevant of the representations and material information provided to SKYC after warranties made by the date hereof pursuant to Seller or the terms of Purchaser Entities, as applicable, in this Agreement; or (ii) determining whether any of the conditions set forth in Section 5 has been satisfied.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH the Company and the Major Member shall promptly notify SKYC Parent in writing of:
(i) the discovery by it the Company or the Major Member of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by it the Company or the Major Member in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfiedAgreement;
(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 express written consent of SKYC) and that is contrary to would cause or constitute an inaccuracy in or breach of any representation or warranty made by it the Company or the Major Member in this AgreementAgreement 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 or the Major Member; and
(iv) any event, condition, fact or circumstance that would upon make the giving timely satisfaction of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI Section 5 or Article VII not Section 6 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 be satisfiedthe 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 or Merger Sub in this Agreement if (a) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (b) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;
(iii) any breach of any covenant or obligation of Parent or Merger Sub; 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.
(c) If any event, condition, fact or circumstances circumstance that is required to be disclosed pursuant to Section Sections 4.4(a) or 4.4(b) requires any material change in the FDH Company's or Parent's Disclosure Schedule, as the case may be, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Company Disclosure Schedule or Parent Disclosure Schedule, as applicable, were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstancescircumstance, then FDHthe Company or Parent, as applicable, shall promptly deliver to SKYC Parent or the Company, as applicable, an update to the FDH Company Disclosure Schedule or Parent Disclosure Schedule specifying such change (a “change. No such update shall be deemed to supplement or amend the Company Disclosure Schedule Update”).
or Parent Disclosure Schedule for the purpose of (ci) It will promptly update determining the accuracy of any relevant of the representations and material information provided to SKYC after warranties made by the date hereof pursuant to Company or the terms of Major Member or Parent or Merger Sub in this Agreement, or (ii) determining whether any of the conditions set forth in Sections 5 or 6 have been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Medibuy Com Inc)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH each of HOLY (H.K) LIMITED AND OCEANIC WELL PROFIT INC shall promptly notify SKYC HOME SYSTEM GROUP in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCHOME SYSTEM GROUP) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH HOLY (H.K) LIMITED AND OCEANIC WELL PROFIT INC Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH HOLY (H.K) LIMITED AND OCEANIC WELL PROFIT INC Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHHOLY (H.K) LIMITED AND OCEANIC WELL PROFIT INC, as applicable, shall promptly deliver to SKYC HOME SYSTEM GROUP an update to the FDH HOLY (H.K) LIMITED AND OCEANIC WELL PROFIT INC Disclosure Schedule specifying such change (a “Disclosure Schedule Update”"DISCLOSURE SCHEDULE UPDATE").
(c) It will promptly update any relevant and material information provided to SKYC HOME SYSTEM GROUP after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement (Supreme Realty Investments, Inc.)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH SLB shall promptly notify SKYC UTVG in writing of:
(i) the discovery by it or any Shareholder of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional AgreementsAgreement, or that would upon the giving of notice or lapse of time, result in cause any of its the representations and warranties set forth in this agreement Agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCUTVG) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in cause any of its the representations and warranties set forth in this agreement Agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If The occurrence of any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) or that otherwise requires any material change in the FDH SLB Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH SLB Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHSLB, as applicable, shall promptly deliver to SKYC UTVG an update to the FDH SLB Disclosure Schedule specifying such change (a “"Disclosure Schedule Update”").
(c) It SLB will promptly update any relevant and material information provided to SKYC UTVG after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH GSL Healthcare shall promptly notify SKYC Agentix in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCAgentix) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH GSL Healthcare Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH GSL Healthcare Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHGSL Healthcare, as applicable, shall promptly deliver to SKYC Agentix an update to the FDH GSL Healthcare Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC Agentix after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH AZATEL shall promptly notify SKYC VOCALSCAPE in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCVOCALSCAPE) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Disclosure ScheduleAZATEL DISCLOSURE SCHEDULE, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Disclosure Schedule AZATEL DISCLOSURE SCHEDULE were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHAZATEL, as applicable, shall promptly deliver to SKYC VOCALSCAPE an update to the FDH Disclosure Schedule AZATEL DISCLOSURE SCHEDULE specifying such change (a “Disclosure Schedule Update”"DISCLOSURE SCHEDULE UPDATE").
(c) It will promptly update any relevant and material information provided to SKYC VOCALSCAPE after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement (Vocalscape Networks, Inc.)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH Powertech shall promptly notify SKYC KRFG in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCKRFG) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Powertech Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Powertech Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHPowertech, as applicable, shall promptly deliver to SKYC KRFG an update to the FDH Powertech Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC KRFG after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH Nemo Holding shall promptly notify SKYC Xxxxx in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCXxxxx) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Nemo Holding Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Nemo Holding Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHNemo Holding, as applicable, shall promptly deliver to SKYC Xxxxx an update to the FDH Nemo Holding Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC Xxxxx after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH UWMC shall promptly notify SKYC MVNC in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCMVNC) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH UWMC Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH UWMC Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHUWMC, as applicable, shall promptly deliver to SKYC MVNC an update to the FDH UWMC Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC MVNC after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH each of BTS shall promptly notify SKYC CTTG in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCCTTG) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH BTS Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH BTS Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHBTS, as applicable, shall promptly deliver to SKYC CTTG an update to the FDH BTS Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC CTTG after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement (Claremont Technologies Corp)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH Ever Harvest shall promptly notify SKYC Totally Green in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCTotally Green) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Ever Harvest Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Ever Harvest Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHEver Harvest, as applicable, shall promptly deliver to SKYC Totally Green an update to the FDH Ever Harvest Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC Totally Green after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement (Ever Harvest International Group Inc.)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH each of Anytone International and Anytone shall promptly notify SKYC NEWN in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCNEWN) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Anytone International and Anytone Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Anytone International and Anytone Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHAnytone International or Anytone, as applicable, shall promptly deliver to SKYC NEWN an update to the FDH Anytone International and Anytone Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC NEWN after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement (New Energy Systems Group)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH The Pulse Network shall promptly notify SKYC TPN Nevada in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCTPN Nevada) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH The Pulse Network Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH The Pulse Network Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHThe Pulse Network, as applicable, shall promptly deliver to SKYC TPN Nevada an update to the FDH The Pulse Network Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC TPN Nevada after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH AIVtech shall promptly notify SKYC ECOH in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCECOH) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH AIVtech Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH AIVtech Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHAIVtech, as applicable, shall promptly deliver to SKYC ECOH an update to the FDH AIVtech Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC ECOH after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH Xinghe shall promptly notify SKYC Jingbo in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCJingbo) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Xinghe Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Xinghe Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHXinghe, as applicable, shall promptly deliver to SKYC Jingbo an update to the FDH Xinghe Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC Jingbo after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH Nitec shall notify Horizon and Holdco in writing, promptly notify SKYC in writing upon obtaining knowledge thereof, of:
: (i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to and that caused or constitutes a material breach of or an inaccuracy in any representation or warranty made by it Nitec in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement (except as that would cause or constitute a result material breach of actions taken pursuant to the express written consent of SKYC) and that is contrary to or an inaccuracy in any representation or warranty made by it Nitec in this Agreement, ; (iii) any material breach of any covenant or that would upon the giving obligation of notice or lapse of time, result in any of its representations and warranties set forth Nitec in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
Agreement; and (biv) If any event, condition, fact or circumstances circumstance that is required would make the timely satisfaction of any of the conditions set forth in Section 9 impossible or unlikely. No notification given to Horizon and Holdco pursuant to this Section 7.4(a) shall be disclosed deemed to supplement or amend the Nitec Disclosure Schedule for the purpose of: (x) determining the accuracy of any of the representations and warranties made by Nitec in this Agreement; (y) determining whether any of the conditions set forth in Section 9 has been satisfied; or (z) indemnification pursuant to Section 4.4(a12.
(b) requires During the Pre-Closing Period, Horizon and Holdco shall notify Nitec in writing, promptly upon obtaining knowledge thereof, of: (i) any material change in the FDH Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Disclosure Schedule were dated as of that occurred or existed on or prior to the date of the occurrence, existence this Agreement and that caused or discovery constitutes a material breach of such or an inaccuracy in any representation or warranty made by Horizon or Holdco in this Agreement; (ii) any event, condition, fact or circumstancescircumstance that occurs, then FDH, as applicable, shall promptly deliver to SKYC an update to the FDH Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC arises or exists after the date hereof of this Agreement that would cause or constitute a material breach of or an inaccuracy in any representation or warranty made by Horizon or Holdco in this Agreement; (iii) any material breach of any covenant or obligation of Horizon or Holdco 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 9 impossible or unlikely. No notification given to Nitec pursuant to this Section 7.4(b) shall be deemed to supplement or amend the terms Horizon Disclosure Schedule for the purpose of: (x) determining the accuracy of any of the representations and warranties made by Horizon or Holdco in this Agreement; (y) determining whether any of the conditions set forth in Section 9 has been satisfied; or (z) indemnification pursuant to Section 12.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH FOI shall promptly notify SKYC UTVG in writing of:
(i) the discovery by it or any Shareholder of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional AgreementsAgreement, or that would upon the giving of notice or lapse of time, result in cause any of its the representations and warranties set forth in this agreement Agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCUTVG) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in cause any of its the representations and warranties set forth in this agreement Agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If The occurrence of any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) or that otherwise requires any material change in the FDH FOI Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH FOI Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHFOI, as applicable, shall promptly deliver to SKYC UTVG an update to the FDH FOI Disclosure Schedule specifying such change (a “"Disclosure Schedule Update”").
(c) It FOI will promptly update any relevant and material information provided to SKYC UTVG after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH each of HSET shall promptly notify SKYC CHCG in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCCHCG) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH HSET Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH HSET Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHHSET, as applicable, shall promptly deliver to SKYC CHCG an update to the FDH HSET Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC CHCG after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH XGN shall promptly notify SKYC UTVG in writing of:
(i) the discovery by it or any Shareholder of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional AgreementsAgreement, or that would upon the giving of notice or lapse of time, result in cause any of its the representations and warranties set forth in this agreement Agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCUTVG) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in cause any of its the representations and warranties set forth in this agreement Agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If The occurrence of any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) or that otherwise requires any material change in the FDH XGN Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH XGN Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHXGN, as applicable, shall promptly deliver to SKYC UTVG an update to the FDH XGN Disclosure Schedule specifying such change (a “"Disclosure Schedule Update”").
(c) It XGN will promptly update any relevant and material information provided to SKYC UTVG after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH FTZ shall promptly notify SKYC CNOA in writing of:
(i) the discovery by it or any Shareholder of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional AgreementsAgreement, or that would upon the giving of notice or lapse of time, result in cause any of its the representations and warranties set forth in this agreement Agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCCNOA) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in cause any of its the representations and warranties set forth in this agreement Agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If The occurrence of any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) or that otherwise requires any material change in the FDH FTZ Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH FTZ Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHFTZ, as applicable, shall promptly deliver to SKYC CNOA an update to the FDH FTZ Disclosure Schedule specifying such change (a “"Disclosure Schedule Update”").
(c) It FTZ will promptly update any relevant and material information provided to SKYC CNOA after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (China Organic Agriculture, Inc.)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH Peak Equity shall promptly notify SKYC Sharing Economy in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCSharing Economy) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Peak Equity Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Peak Equity Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHPeak Equity, as applicable, shall promptly deliver to SKYC Sharing Economy an update to the FDH Peak Equity Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC Sharing Economy after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement (Sharing Economy International Inc.)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH Jade Affiliated shall promptly notify SKYC Evil Empire Designs in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCEvil Empire Designs) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Jade Affiliated Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Jade Affiliated Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHJade Affiliated, as applicable, shall promptly deliver to SKYC Evil Empire Designs an update to the FDH Jade Affiliated Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC Evil Empire Designs after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement (Evil Empire Designs, Inc.)
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH Massive Treasure shall promptly notify SKYC Cosmos in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCCosmos) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Massive Treasure Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Massive Treasure Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHMassive Treasure, as applicable, shall promptly deliver to SKYC Cosmos an update to the FDH Massive Treasure Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC Cosmos after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement (Cosmos Group Holdings Inc.)
Notification; Updates to Disclosure Schedules. During the period between the date hereof and the Closing, Principal Seller and the Company shall promptly notify Purchaser in writing if they have knowledge of (a) During the Pre-Closing Period, FDH shall promptly notify SKYC in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to and that caused or constitutes a breach of any representation or warranty made by it any Seller or the Company in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
Agreement; (iib) 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 express written consent of SKYC) and that is contrary to would cause or constitute a breach of any representation or warranty made by it any Seller or the Company in this Agreement, Agreement if such representation or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Disclosure Schedule were dated warranty had been made as of the date time of the occurrence, existence or discovery of such event, condition, fact or circumstancescircumstance; (c) any material breach of any covenant or obligation of any Seller or the Company; and (d) any event, condition, fact or circumstance that would be reasonably expected to make the timely satisfaction of any of the conditions set forth in Article VI impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.14 requires any change in the Seller Disclosure Schedule or the Company Disclosure Schedule, then FDH, as applicable, the Company and the Sellers shall promptly deliver to SKYC the Purchaser an update to the FDH applicable Disclosure Schedule specifying such change (a “change. Except as provided in Section 8.01(a), no such update shall be deemed to supplement or amend the Seller Disclosure Schedule Update”).
or the Company Disclosure Schedule for the purpose of (ci) It will promptly update determining the accuracy of any relevant and material information provided to SKYC after representation or warranty made by any Seller or the date hereof Company in this Agreement or in any certificate delivered at Closing, (ii) reducing the Sellers Obligations pursuant to Article VIII or (iii) determining whether any of the terms of this Agreementconditions set forth in Article VI have been satisfied.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH SYCI shall promptly notify SKYC DSFX in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCDSFX) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH SYCI Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH SYCI Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHSYCI, as applicable, shall promptly deliver to SKYC DSFX an update to the FDH SYCI Disclosure Schedule specifying such change (a “"Disclosure Schedule Update”").
(c) It will promptly update any relevant and material information provided to SKYC DSFX after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH Beyond Blue shall promptly notify SKYC NNAX in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCNNAX) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH Beyond Blue Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH Beyond Blue Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHBeyond Blue, as applicable, shall promptly deliver to SKYC NNAX an update to the FDH Beyond Blue Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC NNAX after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH SSD shall promptly notify SKYC UTVG in writing of:
(i) the discovery by it or any Shareholder of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in cause any of its the representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCUTVG) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its the representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If the occurrence of any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) or that otherwise requires any material change in the FDH SSD Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH SSD Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHSSD, as applicable, shall promptly deliver to SKYC UTVG an update to the FDH SSD Disclosure Schedule specifying such change (a “"Disclosure Schedule Update”").
(c) It will promptly update any relevant and material information provided to SKYC UTVG after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Notification; Updates to Disclosure Schedules. (a) During the Pre-Closing Period, FDH DH Group shall promptly notify SKYC ENMI in writing of:
(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(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 express written consent of SKYCENMI) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the FDH DH Group Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the FDH DH Group Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then FDHDH Group, as applicable, shall promptly deliver to SKYC ENMI an update to the FDH DH Group Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
(c) It will promptly update any relevant and material information provided to SKYC ENMI after the date hereof pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement (Energy Management International Inc)