Supplemental Disclosure. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.12 shall not have any effect for the purpose of determining the satisfaction of the conditions set forth in Article VIII of this Agreement or otherwise limit or affect the remedies available hereunder to any party.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Schein Henry Inc), Agreement and Plan of Merger (Schein Henry Inc), Agreement and Plan of Merger (Micro Bio Medics Inc)
Supplemental Disclosure. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of of: (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause cause: (xA) any representation or warranty contained in this Agreement to be untrue or inaccurate or (yB) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.12 5.10 shall not have any effect for the purpose of determining the satisfaction of the conditions set forth in Article VIII 6 of this Agreement or otherwise limit or affect the remedies available hereunder to any party.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (DRS Technologies Inc), Agreement and Plan of Merger (DRS Technologies Inc), Agreement and Plan of Merger (DRS Technologies Inc)
Supplemental Disclosure. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.12 7.13 shall not have any effect for the purpose of determining the satisfaction of the conditions set forth in Article VIII of this Agreement or otherwise limit or affect the remedies available hereunder to any party.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Andrew Corp), Agreement and Plan of Merger (Healthplan Services Corp), Agreement and Plan of Merger (Allen Telecom Inc)
Supplemental Disclosure. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrencenonoccurrence, of which would be likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.12 6.12 shall not have any effect for the purpose of determining the satisfaction of the conditions set forth in Article VIII VII of this Agreement or otherwise limit or affect the remedies available hereunder to any party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conagra Inc /De/), Agreement and Plan of Merger (International Home Foods Inc)
Supplemental Disclosure. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.12 7.15 shall not have any effect for the purpose of determining the satisfaction of the conditions set forth in Article VIII of this Agreement or otherwise limit or affect the remedies available hereunder to any party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthplan Services Corp), Agreement and Plan of Merger (Uici)
Supplemental Disclosure. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of of: (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause cause: (xA) any representation or warranty contained in this Agreement to be untrue or inaccurate or (yB) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 7.12 5.10 shall not have any effect for the purpose of determining the satisfaction of the conditions set forth in Article VIII 6 of this Agreement or otherwise limit or affect the remedies available hereunder to any party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Integrated Defense Technologies Inc), Agreement and Plan of Merger (Integrated Defense Technologies Inc)
Supplemental Disclosure. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-non- occurrence, of which would be likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.12 6.13 shall not have any effect for the purpose of determining the satisfaction of the conditions set forth in Article VIII VII of this Agreement or otherwise limit or affect the remedies available hereunder to any party.
Appears in 1 contract
Supplemental Disclosure. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 7.12 7.13 shall not have any effect for the purpose of determining the satisfaction of the conditions set forth in Article VIII of this Agreement or otherwise limit or affect the remedies available hereunder to any party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Softkey International Inc)
Supplemental Disclosure. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, Company of (ia) the existence, nonexistence, occurrence, or non-occurrence, of any fact, circumstance or event the existence, nonexistence, occurrence, or non-occurrence, occurrence of which would be likely to cause (xi) any representation or warranty by any party contained in this Agreement to be untrue or inaccurate or (yii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (iib) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 7.12 6.4 shall not have any effect for the purpose of determining the satisfaction of the conditions set forth in Article VIII Section 7 of this Agreement or otherwise limit or affect the remedies available hereunder to any party.
Appears in 1 contract
Supplemental Disclosure. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.12 6.13 shall not have any effect for the purpose of determining the satisfaction of the conditions set forth in Article VIII VII of this Agreement or otherwise limit or affect the remedies available hereunder to any party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quintiles Transnational Corp)
Supplemental Disclosure. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrencenonoccurrence, of which would be likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.12 5.10 shall not have any effect for the purpose of determining the satisfaction of the conditions set forth in Article VIII VI of this Agreement or otherwise limit or affect the remedies available hereunder to any party.. 39 41
Appears in 1 contract
Supplemental Disclosure. The Company shall give prompt notice to ParentAcquisition, and Parent Acquisition shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (ii) any failure of the Company or ParentAcquisition, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.12 7.6 shall not have any effect for the purpose of determining the satisfaction of the conditions set forth in Article VIII of this Agreement or otherwise limit or affect the remedies available hereunder to any party.
Appears in 1 contract
Samples: Agreement for Purchase and Sale (Exigent International Inc)
Supplemental Disclosure. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section Sec tion 7.12 shall not have any effect for the purpose of determining the satisfaction of the conditions set forth in Article VIII of this Agreement or otherwise limit or affect the remedies available hereunder to any party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sullivan Dental Products Inc)