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: Merger Agreement (Micro Bio Medics Inc), Merger Agreement (Schein Henry Inc), Merger Agreement (Schein Henry 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), Merger Agreement (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-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: Merger Agreement (International Home Foods Inc), Merger Agreement (Conagra Inc /De/)
Supplemental Disclosure. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, occurrence or non-occurrence, of any event of which such party is aware the occurrence, or non-occurrence, of which would be likely to cause result in the breach of (x) any representation or warranty by such party contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement by such party 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 2 contracts
Samples: Merger Agreement (Cerplex Group Inc), Merger Agreement (Aurora Electronics 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: Merger Agreement (Healthplan Services Corp), Merger Agreement (Uici)
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
Samples: Merger Agreement (Hudson James T)
Supplemental Disclosure. The Company RBI shall give prompt notice to Parent, and Parent shall give prompt notice to the CompanyRBI, 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 RBI 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 6.6 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: Merger Agreement (Schein Henry 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 5.13 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 1 contract
Supplemental Disclosure. The Company Sellers shall give prompt notice to Parent, and Parent shall give prompt notice to the CompanySellers, 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 Sellers 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 5.5 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.
Appears in 1 contract
Supplemental Disclosure. The Company CG shall give prompt notice to Parent, and Parent shall give prompt notice to the CompanyCG, of (i) the occurrence, or non-occurrence, of any event of which they gain knowledge, 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 CG 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 6.6 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 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 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 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.in
Appears in 1 contract
Samples: Agreement and Plan of Merger (Uici)
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.
Appears in 1 contract
Samples: Merger Agreement (Pharmaceutical Marketing Services Inc)