Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of:
Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders shall promptly notify the Purchaser in writing of: (a) the discovery by any of the Acquired Companies or the Selling Shareholders of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or by the Purchaser in this Agreement; (b) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or the Purchaser in this Agreement if: (i) such representation or warranty had been made as at the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach of any covenant or obligation of any of the Selling Shareholders (it being understood that the failure of the Selling Shareholders to perform any obligations set forth in this sentence as such obligations relate to inaccuracies or breaches by the Purchaser shall: (x) not provide the Purchaser with any rights or remedies under this Agreement, including under Section 7.2 or Section 9.1; and (y) not limit or otherwise affect any rights or remedies available to the Selling Shareholders, including under Section 10). During the Pre-Closing Period, the Purchaser shall promptly notify the Selling Shareholders in writing of: (A) the discovery by the Purchaser of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a breach of or an inaccuracy in any representation or warranty made by the Purchaser or by any of the Selling Shareholders in this Agreement; (B) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a breach of or an inaccuracy in any representation or warranty made by the Purchaser or by any of the Selling Shareholders in this Agreement if: (1) such representation or warranty had been made as at the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; or (2) such event, condition, fact or circ...
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in or breach of any representation or warranty contained in Section 2; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in or breach of any representation or warranty contained in Section 2 if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 impossible or unlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effect.
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Vendors shall promptly notify the Purchaser in writing of:
Notification; Updates to Disclosure Schedule. From the date hereof through the Closing Date, the parties shall use reasonable best efforts to promptly notify the other parties in writing of: (a) the discovery by any Shareholder or the Purchaser (as applicable) of any event, condition, fact or circumstance that occurred or existed on the date of this Agreement and that caused or constitutes a Breach in any material respect of any representation or warranty made by the Shareholders or by the Purchaser, as the case may be, in this Agreement; (b) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach in any material respect of any representation or warranty made by the Shareholders or by the Purchaser, as the case may be, in this Agreement; (c) any Breach in any material respect of any covenant or obligation of the Shareholders or the Purchaser, as the case may be; and (d) any event, condition, fact or circumstance that would reasonably be expected to make the timely satisfaction of any of the conditions set forth in Sections 8.2 and 8.3, as the case may be, impossible or unlikely. No such notification shall be deemed to supplement or amend the Target Disclosure Schedule or Purchaser Disclosure Schedule, as the case may be, for the purpose of (a) determining the accuracy of any representation or warranty made by the Shareholders or the Purchaser in this Agreement or (b) determining whether any of the conditions set forth in Sections 8.2 or 8.3 have been satisfied.
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Parent and Company shall each promptly notify the other party in writing of:
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Seller shall promptly notify the Purchaser in writing of: (i) the discovery by Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach of any representation or warranty made by Seller in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach of any representation or warranty made by Seller in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any Breach of any covenant or obligation of Seller: and (iv) any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely.
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify the Purchaser in writing of:
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes in any material respect an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute in any material respect an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely prior to July 31, 1999.
Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, each of the Sellers and/or the Company shall promptly notify Terayon in writing of:
