Common use of Update Disclosure; Breaches Clause in Contracts

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, (a) each party hereto shall reasonably promptly notify the other party in writing of (i) the occurrence or non-occurrence of any event 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 a party hereto, 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 this Agreement not to be satisfied, and (b) each party shall reasonably promptly notify the other party, by written update to its Disclosure Schedule, of any event, change, effect, matter or state of facts occurring after the date of this Agreement, which would, if occurring prior to the date of this Agreement, have been required to have been disclosed in the Disclosure Schedules to make such party's representations and warranties true and correct. The delivery of any notice pursuant to this Section 5.8 shall not cure any breach of any 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.

Update Disclosure; Breaches. From and after the date of this Merger Agreement until the Effective Time, (a) each party hereto shall reasonably promptly notify the other party in writing parties hereto by written update to its Disclosure Schedule of (i) any representation or warranty made by it in connection with this Merger Agreement becoming untrue or inaccurate, (ii) the occurrence occurrence, or non-occurrence occurrence, of any event 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 Merger Agreement not to be satisfied, or (iiiii) the failure of a party heretothe Company, XxXxxx, Pubco or Pubco Sub, 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 Merger 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 this Merger Agreement not to be satisfied. The Company shall deliver to Pubco updated versions of Sections 3.10 and 3.14(a) of the Company Disclosure Schedule as of the Closing Date, and (b) each party shall reasonably promptly notify the other party, by written update solely to its Disclosure Schedule, of any event, change, effect, matter or state of facts reflect events occurring after between the date of this Agreement, which would, if occurring prior to the date of this Agreement, have been required to have been disclosed in the Disclosure Schedules to make such party's representations and warranties true and correct. The delivery of any notice pursuant to this Section 5.8 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Merger 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 Closing Date, or shall have notified Pubco that no changes to such Sections of such objectionthe Company Disclosure Schedule are required.

Update Disclosure; Breaches. From and after the date of this Merger Agreement until the Effective Time, (a) each party hereto shall reasonably promptly notify the other party in writing parties hereto by written update to its Disclosure Schedule of (i) any representation or warranty made by it in connection with this Merger Agreement becoming untrue or inaccurate, (ii) the occurrence occurrence, or non-occurrence occurrence, of any event 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 Merger Agreement not to be satisfied, or (iiiii) the failure of a party heretothe Company, XxXxxx or Pubco Sub, 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 Merger 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 this Merger Agreement not to be satisfied. The Company shall deliver to XxXxxx updated versions of Sections 3.10 and 3.14(a) of the Company Disclosure Schedule as of the Closing Date, and (b) each party shall reasonably promptly notify the other party, by written update solely to its Disclosure Schedule, of any event, change, effect, matter or state of facts reflect events occurring after between the date of this Agreement, which would, if occurring prior to the date of this Agreement, have been required to have been disclosed in the Disclosure Schedules to make such party's representations and warranties true and correct. The delivery of any notice pursuant to this Section 5.8 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Merger 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 Closing Date, or shall have notified XxXxxx that no changes to such Sections of such objectionthe Company Disclosure Schedule are required.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, (a) each party hereto shall reasonably promptly notify the other party in writing parties by written update of (ia) the occurrence or non-occurrence of any event 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 a party heretoCompany, IB3 or Merger Sub, 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 this Agreement not to be satisfied, (c) such additional information with respect to any matters or events discovered subsequent to the date hereof and prior to the Effective Time, which if existing and known on the date hereof would have rendered any representation or warranty made by any party, or any information contained in any Schedule hereto, then inaccurate or incomplete, and (bd) each party shall reasonably promptly notify the other party, by written update to its Disclosure Schedule, of any event, change, effect, matter or state of facts occurring development after the date of this Agreement, which would, if occurring hereof and prior to the date of this Agreement, have been required to have been disclosed in the Disclosure Schedules to make such party's representations and warranties true and correct. The delivery of any notice pursuant to this Section 5.8 shall not cure any Effective Time causing a breach of any representation or warranty requiring disclosure in Article IV, V or VI. Unless, in the case of such matter prior Article IV or V, IB3 elects to the date of terminate this Agreement or otherwise limit or affect pursuant to §10.01 within the remedies available hereunder to the party receiving period of five (5) business days following such notice, provided the written notice pursuant to this §8.02 will be deemed to have qualified the relevant provision of Article IV or V, and to have cured any misrepresentation or breach of warranty that such party, within ten days after receipt otherwise might have existed hereunder. Receipt of such notice, advises information by the other party parties hereto shall not operate as a waiver of its objection the non-disclosing party’s right to the matter disclosed in such notice and the nature of such objectionterminate this Agreement as provided herein.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, (a) each party hereto shall reasonably promptly notify the other party in writing parties hereto by written update to its disclosure schedules ("Update Schedule") of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be reasonably 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 a party heretothe Company 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 reasonably likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, and or (biii) each party shall reasonably promptly notify the other party, by written update to its Disclosure Schedule, of any event, change, effect, matter changes to the information contained in its disclosure schedule (including any change to any representations or state warranties herein as to which no schedule has been created as of facts occurring after the date of this Agreement, hereof but as to which would, if occurring prior to the date of this Agreement, a schedule would have been required hereunder to have been disclosed in created on or before the Disclosure Schedules to make date hereof if such party's representations and warranties true and correct. The change had existed on the date hereof); provided, however, that the delivery of any notice Update Schedule pursuant to this Section 5.8 section 6.04 shall not cure any breach of any 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.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, (a) each party hereto shall reasonably promptly notify the other party in writing parties by written update of (ia) the occurrence or non-occurrence of any event 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 a party heretoCompany, AKC or Merger Sub, 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 this Agreement not to be satisfied, (c) such additional information with respect to any matters or events discovered subsequent to the date hereof and prior to the Effective Time, which if existing and known on the date hereof would have rendered any representation or warranty made by any party, or any information contained in any Schedule hereto, then inaccurate or incomplete, and (bd) each party shall reasonably promptly notify the other party, by written update to its Disclosure Schedule, of any event, change, effect, matter or state of facts occurring development after the date of this Agreement, which would, if occurring hereof and prior to the date of this Agreement, have been required to have been disclosed in the Disclosure Schedules to make such party's representations and warranties true and correct. The delivery of any notice pursuant to this Section 5.8 shall not cure any Effective Time causing a breach of any representation or warranty requiring disclosure in Article IV, V or VI. Unless, in the case of such matter prior Article IV or V, AKC elects to the date of terminate this Agreement or otherwise limit or affect pursuant to §10.01 within the remedies available hereunder to the party receiving period of five (5) business days following such notice, provided the written notice pursuant to this §8.02 will be deemed to have qualified the relevant provision of Article IV or V, and to have cured any misrepresentation or breach of warranty that such party, within ten days after receipt otherwise might have existed hereunder. Receipt of such notice, advises information by the other party parties hereto shall not operate as a waiver of its objection the non-disclosing party’s right to the matter disclosed in such notice and the nature of such objectionterminate this Agreement as provided herein.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, (a) each party hereto shall reasonably promptly notify the other party in writing parties by written update of (ia) the occurrence or non-occurrence of any event 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 a party heretoCompany, LAN or Merger Sub, 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 this Agreement not to be satisfied, (c) such additional information with respect to any matters or events discovered subsequent to the date hereof and prior to the Effective Time, which if existing and known on the date hereof would have rendered any representation or warranty made by any party, or any information contained in any Schedule hereto, then inaccurate or incomplete, and (bd) each party shall reasonably promptly notify the other party, by written update to its Disclosure Schedule, of any event, change, effect, matter or state of facts occurring development after the date of this Agreement, which would, if occurring hereof and prior to the date of this Agreement, have been required to have been disclosed in the Disclosure Schedules to make such party's representations and warranties true and correct. The delivery of any notice pursuant to this Section 5.8 shall not cure any Effective Time causing a breach of any representation or warranty requiring disclosure in Article IV, V or VI. Unless, in the case of such matter prior Article IV or V, LAN elects to the date of terminate this Agreement or otherwise limit or affect pursuant to §10.01 within the remedies available hereunder to the party receiving period of five (5) business days following such notice, provided the written notice pursuant to this §8.02 will be deemed to have qualified the relevant provision of Article IV or V, and to have cured any misrepresentation or breach of warranty that such party, within ten days after receipt otherwise might have existed hereunder. Receipt of such notice, advises information by the other party parties hereto shall not operate as a waiver of its objection the non-disclosing party’s right to the matter disclosed in such notice and the nature of such objectionterminate this Agreement as provided herein.

Update Disclosure; Breaches. From and after the date of this Agreement agreement until the Effective TimeClosing Date, (a) each party hereto shall reasonably promptly notify the other party in writing hereto by written update of (ia) the occurrence or non-occurrence of any event which would, or would be likely to to, cause any condition to the obligations of any party to effect the Merger Closing and the other transactions contemplated by this Agreement agreement, or cause any condition set forth herein, not to be satisfied, ; or (iib) the failure of a party heretoSeller, the Shareholder or the Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it that party pursuant to this Agreement agreement which would be likely to result in any condition to the obligations of any party to effect the Merger Closing and the other transactions contemplated by this Agreement agreement, or cause any condition set forth herein, not to be satisfied. In addition, the Seller and the Shareholder shall notify Buyer in writing of (i) such additional information with respect to any matters or events discovered subsequent to the date hereof and prior to the Closing Date which, if existing and known on the date hereof, would have rendered any representation or warranty made by them, or any information contained in any Exhibit hereto, then inaccurate or incomplete; and (bii) each party shall reasonably promptly notify the other party, by written update to its Disclosure Schedule, of any event, change, effect, matter or state of facts occurring development after the date of this Agreement, which would, if occurring hereof and prior to the date of this Agreement, have been required to have been disclosed in the Disclosure Schedules to make such party's representations and warranties true and correct. The delivery Closing Date causing a breach of any notice representation or warranty in Article IV above. No update or additional information provided pursuant to this Section 5.8 shall not cure affect any claim or right of any party hereto with respect to a breach of any representation or warranty requiring disclosure of such matter prior to the date provision 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 objectionagreement.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, (a) each party hereto shall reasonably promptly notify the other party in writing parties hereto by written update to its disclosure schedules ("Update Schedule") of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be reasonably 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 a party heretothe Company 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 reasonably likely to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, and or (biii) each party shall reasonably promptly notify the other party, by written update to its Disclosure Schedule, of any event, change, effect, matter material changes to the information contained in its disclosure schedule (including any change to any representations or state warranties herein as to which no schedule has been created as of facts occurring after the date of this Agreement, hereof but as to which would, if occurring prior to the date of this Agreement, a schedule would have been required hereunder to have been disclosed in created on or before the Disclosure Schedules to make date hereof if such party's representations and warranties true and correct. The change had existed on the date hereof); provided, however, that the delivery of any notice Update Schedule pursuant to this Section 5.8 section 6.04 shall not cure any breach of any 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.

Update Disclosure; Breaches. From and after the date of this Merger Agreement until the Effective Time, (a) each party hereto shall reasonably promptly notify the other party in writing parties hereto by written update to its Disclosure Schedule of (i) any representation or warranty made by it in connection with this Merger Agreement becoming untrue or inaccurate, (ii) the occurrence occurrence, or non-occurrence occurrence, of any event 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 Merger Agreement not to be satisfied, or (iiiii) the failure of a party heretothe Company, Acquiror or Acquiror Sub, 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 Merger 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 this Merger Agreement not to be satisfied; PROVIDED, and (b) each party shall reasonably promptly notify HOWEVER, that the other party, by written update to its Disclosure Schedule, of any event, change, effect, matter or state of facts occurring after the date of this Agreement, which would, if occurring prior to the date of this Agreement, have been required to have been disclosed in the Disclosure Schedules to make such party's representations and warranties true and correct. The delivery of any notice pursuant to this Section 5.8 6.05 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Merger Agreement or otherwise limit or affect the rights and remedies available hereunder to the party receiving such notice. The Company shall deliver to Acquiror updated versions of Sections 3.10 and 3.14(a) of the Company Disclosure Schedule as of the Closing Date, provided that such party, within ten days after receipt solely to reflect events occurring between the date of such notice, advises the other party of its objection to the matter disclosed in such notice this Merger Agreement and the nature Closing Date, or shall have notified Acquiror that no changes to such Sections of such objectionthe Company Disclosure Schedule are required.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, (a) each party hereto the Target Companies and Xxxxxx, on the one hand, and Acquiror, on the other hand, shall reasonably promptly notify the other party in writing by written update to its Disclosure Schedules of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any party to effect the Merger Unitary Transaction and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of a party heretoany Target Company, Xxxxxx 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 U.S. Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, and (b) each party shall reasonably promptly notify however, that the other party, by written update to its Disclosure Schedule, of any event, change, effect, matter or state of facts occurring after the date of this Agreement, which would, if occurring prior to the date of this Agreement, have been required to have been disclosed in the Disclosure Schedules to make such party's representations and warranties true and correct. The delivery of any notice pursuant to this Section 5.8 6.10 shall not be deemed to cure any breach of any 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. If the Chief Financial Officer shall obtain actual knowledge during the course of his due diligence, or in any other manner prior to the Effective Time, of the occurrence of a change or event which shall cause a Target Company's or U.S. Shareholder's representation or warranty under Article III hereof to become untrue, and thereafter, provided that Acquiror shall have had the right to terminate this Agreement in accordance with the provisions of Section 8.01 hereof (due to the magnitude of the breach or misstatement in such partyrepresentation or warranty), within ten days but elected not to terminate this Agreement, Acquiror shall be forever barred, as of and after receipt the Effective Time, from asserting a claim for indemnification under Article IX of this Agreement with respect to such change or event, or otherwise alleging Damages had been incurred or suffered after the Effective Time as a result of such notice, advises the other party of its objection to the matter disclosed in such notice and the nature of such objectionchange or event.

Update Disclosure; Breaches. From and after the date of this Agreement agreement until the Effective TimeClosing Date, (a) each party hereto shall reasonably promptly notify the other party in writing hereto by written update of (ia) the occurrence or non-occurrence of any event which would, or would be likely to to, cause any condition to the obligations of any party to effect the Merger Closing and the other transactions contemplated by this Agreement agreement, or cause any condition set forth herein, not to be satisfied, ; or (iib) the failure of a party heretoSellers or the Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it that party pursuant to this Agreement agreement which would be likely to result in any condition to the obligations of any party to effect the Merger Closing and the other transactions contemplated by this Agreement agreement, or cause any condition set forth herein, not to be satisfied. In addition, the Sellers shall notify Buyer in writing of (i) such additional information with respect to any matters or events discovered subsequent to the date hereof and prior to the Closing Date which, if existing and known on the date hereof, would have rendered any representation or warranty made by them, or any information contained in any Exhibit hereto, then inaccurate or incomplete; and (bii) each party shall reasonably promptly notify the other party, by written update to its Disclosure Schedule, of any event, change, effect, matter or state of facts occurring development after the date of this Agreement, which would, if occurring hereof and prior to the date of this Agreement, have been required to have been disclosed in the Disclosure Schedules to make such party's representations and warranties true and correct. The delivery Closing Date causing a breach of any notice representation or warranty in Article IV above. No update or additional information provided pursuant to this Section 5.8 shall not cure affect any claim or right of any party hereto with respect to a breach of any representation or warranty requiring disclosure of such matter prior to the date provision 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 objectionagreement.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective TimeClosing, (a) each party hereto the Selling Shareholders shall reasonably promptly notify SAI, by written update to the other party in writing attachments hereto, of (i) the occurrence or non-occurrence of any event which would be likely to cause any condition to the its obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, (ii) any fact, condition or occurrence which will result in any of the representations or warranties of the Selling Shareholders not being true and correct as of the Closing, or (iiiii) the failure of a party hereto, as the case may be, Selling Shareholders to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it the Company, its Subsidiaries or the Selling Shareholders pursuant to this Agreement which would be likely to result in any condition to the obligations of any party Party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, and (b) each party shall reasonably promptly notify the other party, by written update to its Disclosure Schedule, of any event, change, effect, matter or state of facts occurring after the date of this Agreement, which would, if occurring prior to the date of this Agreement, have been required to have been disclosed in the Disclosure Schedules to make such party's representations and warranties true and correct. The delivery of any notice pursuant to this Section 5.8 5.15 shall not cure any breach of any 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 partySAI if SAI, within ten (10) days after receipt of such notice, advises the other party Selling Shareholders of its objection to the matter disclosed in such notice and the nature of such objectionnotice.

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, (a) each party hereto shall reasonably promptly notify the other party in writing parties hereto by written update to its Disclosure Schedule of (i) any representation or warranty made by it in connection with this Agreement becoming untrue or inaccurate, (ii) the occurrence occurrence, or non-occurrence occurrence, of any event the occurrence, or non-occurrence, of which would reasonably could be likely expected 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 (iiiii) the failure of a party heretothe Company, Acquiror or Merger Sub, 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 reasonably could be likely expected to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, and (b) each party shall reasonably promptly notify however, the other party, by written update to its Disclosure Schedule, of any event, change, effect, matter or state of facts occurring after the date of this Agreement, which would, if occurring prior to the date of this Agreement, have been required to have been disclosed in the Disclosure Schedules to make such party's representations and warranties true and correct. The -------- ------- delivery of any notice pursuant to this Section 5.8 7.4 shall not cure any breach of ----------- any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the rights and 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.