Common use of Update Disclosure; Breaches Clause in Contracts

Update Disclosure; Breaches. From and after the date of this Agreement until the Effective Time, Target and Acquior shall promptly notify the other party, by written update to the Target Disclosure Letter or Acquiror Disclosure Letter, as applicable, 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 Target or Acquiror, as the case may be, to comply with or satisfy any covenant, condition or agreement required 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. The delivery of any notice pursuant to this Section 5.8 shall not cure any breach of any covenant, 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, Target and Acquior each party hereto shall promptly notify the other party, party hereto by written update to the Target its Disclosure Letter or Acquiror Disclosure Letter, as applicable, Schedule of (i) 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 Agreement not to be satisfiedsatisfied or which would cause any representation and warranty made in this Agreement to be inaccurate in any material respect, 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 required 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. The ; provided, however, that the delivery of any notice pursuant to this Section 5.8 6.05 shall not cure any breach of any covenant, 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, Target and Acquior shall promptly notify the other partyAcquiror, by written update to the Target Disclosure Letter or Acquiror Disclosure Letter, as applicableSchedule, of (ia) the occurrence or non-occurrence nonoccurrence of any event which 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 (iib) the failure of Target or Acquiror, as the case may be, to comply with or satisfy any covenant, condition or agreement required 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 this Agreement not to be satisfied. The delivery of any notice pursuant to this Section 5.8 6.8 shall not cure any breach of any covenant, 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) 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 TimeClosing Date, Target and Acquior each party hereto shall promptly notify the other party, by written update to the Target its Disclosure Letter or Acquiror Disclosure Letter, as applicableSchedule, 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 Acquisition and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Target, Acquiror, or a Target or AcquirorShareholder, as the case may be, to comply with or satisfy any covenant, condition or agreement required 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 Acquisition and the other transactions contemplated by this Agreement not to be satisfied. The delivery of any notice pursuant to this Section 5.8 6.5 shall not cure any breach of any covenant, 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, Target and Acquior each party shall promptly notify the other party, parties by written update to the Target its Disclosure Letter or Acquiror Disclosure Letter, as applicable, Schedule of (i) the occurrence or non- occurrence of any event 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 Target the Company, the Stockholders, Acquiror or AcquirorAcquiror Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement required 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. The ; provided, however, that the delivery of any notice pursuant to this Section 5.8 7.04 shall not cure any breach of any covenant, 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, Target and Acquior each party hereto shall promptly notify the other party, by written update to the Target Transport Disclosure Letter or Acquiror Disclosure LetterSchedule, as applicablein the case of notice by Transport and by written notice, in the case of notice by USF 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 Target USF or Acquiror, as the case may be, Transport to comply with or satisfy any covenant, condition or agreement required 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. The delivery of any notice pursuant to this Section 5.8 5.13 shall not cure any breach of any covenant, 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, Target and Acquior shall promptly notify the other partyAcquiror, by written update to the Target its Disclosure Letter or Acquiror Disclosure Letter, as applicableSchedule, of (i) the occurrence or non-occurrence nonoccurrence 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 Target or Acquiror, as the case may be, to comply with or satisfy any covenant, condition or agreement required 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. The delivery of any notice pursuant to this Section 5.8 5.7 shall not cure any breach of any covenant, 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 10 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 TimeClosing, Target and Acquior the Selling Shareholders shall promptly notify the other partySAI, by written update to the Target Disclosure Letter or Acquiror Disclosure Letter, as applicableattachments 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 would be likely to 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 Target or Acquiror, as the case may be, Selling Shareholders to comply with or satisfy any covenant, condition or agreement required 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. The delivery of any notice pursuant to this Section 5.8 5.14 shall not cure any breach of any covenant, 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 noticeSAI.