Common use of Update Disclosure; Breaches Clause in Contracts

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing of (i) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target or Acquiror, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.21 shall not cure any breach of any representations or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing party, by written update to its Disclosure Schedule, of (ia) the occurrence, occurrence or non-occurrence, occurrence of any event that which would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (iib) the failure of Target or Acquiror, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the . The delivery of any notice pursuant to this Section 6.21 5.8 shall not cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing party, by written update to its Disclosure Letter, of (i) the occurrence, occurrence or non-occurrence, occurrence of any event that would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target or Acquiror, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which that would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the satisfied in any material respect. The delivery of any notice pursuant to this Section 6.21 5.8 shall not cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing by written update to its Disclosure Schedule of (i) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target the Company or AcquirorParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.21 6.7 shall not cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing party, by written update to its Disclosure Schedule, of (i) the occurrence, occurrence or non-occurrence, occurrence of any event that which would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target or Acquiror, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the . The delivery of any notice pursuant to this Section 6.21 5.8 shall not cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing by written update to its Disclosure Schedule of (i) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target the Company or AcquirorParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.21 6.08 shall not cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing by written update to its Disclosure Schedule of (i) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target Halter Marine or AcquirorFriede Goldman, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.21 6.09 shall not cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing party, by written update to its Disclosure Letter, of (i) the occurrence, occurrence or non-occurrence, occurrence of any event that which would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target Company or AcquirorParent, as the case may be, to comply with or satisfy any representation, warranty, covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the . The delivery of any notice pursuant to this Section 6.21 5.8 shall not cure any breach of any representations representation, warranty or warranty covenant requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing party, by written update to its Disclosure Schedule, of (i) the occurrence, occurrence or non-occurrence, occurrence of any event that which would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target or Acquiror, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the . The delivery of any notice pursuant to this Section 6.21 5.10 shall not cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this --------------------------- Agreement until the Effective TimeClosing, each party hereto the Sellers on the one hand, and Purchaser on the other hand, shall promptly notify the other party hereto in writing by written update to the Exhibits of (i) the occurrence, occurrence or non-occurrence, occurrence of any event that the occurrence or non- occurrence of which would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target or Acquiror, as the case may be, a party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.21 7.4 shall not be deemed to cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement Agreement, or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing of (i) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target or Acquiror, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.21 6.13 shall not cure any breach of any representations or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing of (i) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Offer, the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target Cidco or AcquirorEarthLink, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Offer, the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.21 5.11 shall not cure any breach of any representations or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after At least three business days prior to the date of this Agreement until the Effective Time--------------------------- Closing Date, each party hereto shall promptly notify the other party hereto in writing party, by written update to its Disclosure Schedule, of (i) the occurrence, occurrence or non-occurrence, non- occurrence of any event that which would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target or Acquiror, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the . The delivery of any notice pursuant to this Section 6.21 5.8 shall not cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing party, by written update to its Disclosure Schedule, of (i) the occurrence, occurrence or non-occurrence, occurrence of any event that which would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target Xxxxxxx or Acquiror, as the case may be, LECG to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the . The delivery of any notice pursuant to this Section 6.21 6.11 shall not cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice, provided that such party, within ten (10) Business Days after receipt of such notice, advises the other party of its objection to the matter disclosed in such notice and the nature of such objection.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing party, by written update to its Disclosure Schedule, of (i) the occurrence, occurrence or non-occurrence, occurrence of any event that which would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target or Acquiror, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the . The delivery of any notice pursuant to this Section 6.21 5.7 shall not cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this --------------------------- Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing party, by written update to its Disclosure Letter, of (i) the occurrence, occurrence or non-occurrence, occurrence of any event that which would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target or Acquiror, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the . The delivery of any notice pursuant to this Section 6.21 5.8 shall not cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this --------------------------- Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing party, by written update to its Disclosure Letter, of (i) the occurrence, occurrence or non-occurrence, occurrence of any event that would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target or Acquiror, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which that would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the . The delivery of any notice pursuant to this Section 6.21 5.9 shall not cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective TimeClosing Date, each party hereto shall promptly notify the other party hereto in writing of (i) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Merger Offer, the Preferred Stock Purchase and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target Katy or AcquirorPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger Offer, the Preferred Stock Purchase and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.21 5.13 ------------ shall not cure any breach of any representations or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective TimeClosing Date, each party hereto Seller or Buyer shall promptly notify the other party hereto Party in writing of (ia) the occurrence, occurrence or non-occurrence, occurrence of any event that would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by representation or warranty contained in this Agreement not to be satisfied, untrue or inaccurate in any Material respect; (iib) the any failure of Target Seller or AcquirorBuyer, as the case may be, to comply with or satisfy any covenant, condition condition, or agreement to be complied with or satisfied by it them pursuant to this Agreement which would be likely to result in any condition to Material respect; and (c) any other Material matter that may occur from and after the obligations date of any party to effect this Agreement, which, if existing on the Merger and the other transactions contemplated by -27- 32 date of this Agreement not Agreement, would have been required to be satisfieddescribed herein; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 6.21 8.4 shall not cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party Party receiving such notice. Such written notice shall be delivered within five (5) business days after the notifying Party obtains knowledge of such matter.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing party, by update to its Disclosure Schedule, of (i) the occurrence, occurrence or non-occurrence, occurrence of any event that would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target or Acquiror, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which that would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the . The delivery of any notice pursuant to this Section 6.21 5.6 shall not cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing by written update to its Disclosure Schedule of (i) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target PSI or AcquirorPMR, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.21 5.9 shall not cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing party, by written update to its Disclosure Schedule, of (ia) the occurrence, occurrence or non-occurrence, occurrence of any event that which would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (iib) the failure of Target or Acquiror, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the . The delivery of any notice pursuant to this Section 6.21 SECTION 5.8 shall not cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date ------------------------------------------ of this Agreement until the Effective TimeClosing, each party hereto shall promptly notify the other party hereto in writing by written update to its Disclosure Schedule of (ia) the occurrence, occurrence or non-occurrence, occurrence of any event that the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (iib) the failure of Target Seller or AcquirorBuyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the . The delivery of any notice pursuant to this Section 6.21 5.02 shall not cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing party, by written update to its Disclosure Letter, of (i) the occurrence, occurrence or non-occurrence, occurrence of any event that would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target or Acquiror, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which that would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the . The delivery of any notice pursuant to this Section 6.21 5.7 shall not cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto in writing party, by written update to its Disclosure Schedule, of (i) the occurrence, occurrence or non-occurrence, occurrence of any event that which would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target or Acquiror, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by -27- 32 this Agreement not to be satisfied; provided, however, that the . The delivery of any notice pursuant to this Section 6.21 5.8 shall not cure any breach of any representations representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice, provided that such party, within ten days after receipt of such notice, advises the other party of its objection to the matter disclosed in such notice and the nature of such objection.