Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give such notice shall not constitute a waiver of any defense that may be validly asserted.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (International Telecommunication Data Systems Inc), Agreement and Plan of Merger (Bisys Group Inc), Agreement and Plan of Merger (Cdsi Acquisition Corp)
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes would be likely to cause the occurrence, or non-occurrence, of which results in any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at (or, in the case of any time from the date hereof to the Effective Time representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and (ii) any material failure of the Company, Parent or AcquisitionMerger Sub, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.8 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (Dallas Semiconductor Corp)
Notification of Certain Matters. The Company shall give prompt written notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt written notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes which occurrence or failure to occur would be likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and or (iib) any material failure of the Company, Parent on the one hand, or AcquisitionMerger Sub or Parent, on the other hand, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, however, that failure no such notification shall affect the representations, warranties or agreements of the Parties or the conditions to give such notice shall not constitute a waiver of any defense that may be validly assertedthe performance by the Parties hereunder.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Mod Pac Corp), Agreement and Plan of Merger (Mod Pac Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisitionthe Purchaser, and Parent and Acquisition the Purchaser shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, occur of any event that such party believes would be likely to cause which occurrence or failure causes any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from and including the date hereof through the time at which such representation or warranty ceases to the Effective Time survive pursuant to Section 8.1 hereof, and (ii) any material failure of the Company, Parent Company or Acquisitionthe Purchaser, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, howeverand each party shall use all reasonable efforts to remedy such failure. In addition, that failure the Company shall give prompt notice to give such notice shall not constitute a waiver the Purchaser of any defense developments that may could reasonably be validly assertedexpected to have a Material Adverse Effect on the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Insight Health Services Corp), Securities Purchase Agreement (Tc Group LLC), Securities Purchase Agreement (Insight Health Services Corp)
Notification of Certain Matters. The Company shall give prompt notice to Each of the Company, Parent and Acquisition, and Parent and Acquisition Sub shall give prompt notice to the Company, other such parties of (i) the occurrence, or failure to occur, of any event that such party believes event, which occurrence or failure to occur would be likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time and Time, or (iib) any material failure of the Company, Parent Parent, or Acquisition, Sub as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the foregoing, however, that failure the delivery of any notice pursuant to give such notice this Section 5.11 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ticketmaster), Agreement and Plan of Merger (Usa Interactive), Agreement and Plan of Merger (Usa Interactive)
Notification of Certain Matters. The Each of the Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, other such party of (i) the occurrence, or failure to occur, of any event that such party believes event, which occurrence or failure to occur would be likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time and Time, or (iib) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the foregoing, however, that failure the delivery of any notice pursuant to give such notice this Section 5.11 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Expedia Inc), Agreement and Plan of Merger (Collegiate Pacific Inc), Agreement and Plan of Merger (Usa Interactive)
Notification of Certain Matters. The Company shall use its commercially reasonable efforts to give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall use its commercially reasonable efforts to give prompt notice to the Company, to the extent that either acquires actual knowledge of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes the occurrence or non-occurrence of which would be reasonably likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from as of the date hereof to or as of the Effective Time Closing Date and (ii) any material failure of Parent, Merger Sub or the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; , provided, however, that failure the delivery of any notice pursuant to give such notice this Section 6.10 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Verizon Communications Inc), Agreement and Plan of Merger (Mci Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall will give prompt notice to the Company, and the Company will give prompt notice to Parent, of (i) the occurrence, or failure to occur, of any event that such party believes event, which occurrence or failure to occur would be reasonably likely to cause (a) any representation or warranty of its representations or warranties such party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time and Time, or (iib) any material failure of Parent and Sub or the Company, Parent or Acquisition, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the above, however, that failure the delivery of any notice pursuant to give this Section will not limit or otherwise affect the remedies available hereunder to the party receiving such notice shall not constitute a waiver of any defense that may be validly assertedor the conditions to such party's obligation to consummate the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Leukosite Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc)
Notification of Certain Matters. The Company shall give prompt notice to Each of the Company, Parent and Acquisition, and Parent and Acquisition Sub shall give prompt notice to the Company, other such parties of (i) the occurrence, or failure to occur, of any event that such party believes event, which occurrence or failure to occur would be likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time and Time, or (iib) any material failure of the Company, Parent Parent, or Acquisition, Sub as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the foregoing, however, that failure the delivery of any notice pursuant to give such notice this Section shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Usa Networks Inc), Agreement and Plan of Merger (Ticketmaster Group Inc), Agreement and Plan of Merger (Usa Networks Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company, Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Closing Date and (ii) any material failure of the Company, Parent or AcquisitionMerger Sub, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.9 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 3 contracts
Samples: Strategic Alliance Agreement (Broadcom Corp), Merger Agreement (Gasonics International Corp), Merger Agreement (Broadcom Corp)
Notification of Certain Matters. (a) The Company shall give prompt notice (which notice shall state that it is delivered pursuant to Parent and AcquisitionSection 4.7 of this Agreement) in writing to Purchaser, and Parent and Acquisition Purchaser shall give prompt notice in writing to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes which occurrence or failure would be likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any as of the time from the date hereof to the Effective Time such representation or warranty is made and (ii) any material failure of the Company, Parent or AcquisitionPurchaser, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, however, that failure no such notification shall affect the representations or warranties of the parties or the conditions to give such notice shall not constitute a waiver the obligations of any defense that may be validly assertedthe parties hereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Geerlings & Wade Inc), Agreement and Plan of Merger (Liquid Holdings Inc), Agreement and Plan of Recapitalization and Merger (Specialty Catalog Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) the occurrence, occurrence or failure to occur, nonoccurrence of any event that such party believes the occurrence or nonoccurrence of which would be likely to cause (A) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at or (B) any time from the date hereof covenant, condition or agreement contained in this Agreement not to the Effective Time be complied with or satisfied in any material respect and (ii) any material failure of Parent or the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.02 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hub International LTD), Agreement and Plan of Merger (Kaye Group Inc), Agreement and Plan of Merger (Hub International LTD)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that the occurrence or non-occurrence of which would, if such party believes would representation or warranty were required to be made at such time, be likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent or AcquisitionPurchaser, as the case may be, or any officer, director, employee or agent thereof, to comply in all material respects with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this 51 47 Section 6.8 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rohm & Haas Co), Agreement and Plan of Merger (Morton Acquisition Corp), Agreement and Plan of Merger (Rohm & Haas Co)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, non-occurrence of any event that such party believes event, the occurrence or non- occurrence of which (A) it has actual knowledge of and (B) would be likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time and (ii) any material failure of the Company, Company or Parent (or AcquisitionPurchaser), as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.5 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Delco Remy International Inc)
Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give reasonably prompt notice to the Company, in each case, after it becomes aware, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes the occurrence or non-occurrence of which would be likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect respects at any time from the date hereof or prior to the Effective Time and (ii) any material failure of the Company, Parent or AcquisitionPurchaser, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 6.8 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Microdyne Corp), Agreement and Plan of Merger (L 3 Communications Holdings Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent Parent, and Acquisition, Newco and Parent and Acquisition Newco shall give prompt notice to the Company, of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any fact, event that such party believes or circumstance whose occurrence or nonoccurrence would be likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and Time, or (iib) any material failure of the Company, Company or Parent or AcquisitionNewco, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 7.9 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amscan Holdings Inc), Agreement and Plan of Merger (Factory Card & Party Outlet Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition Sub shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes of which it has knowledge, which occurrence or failure to occur would be likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time and Time, or (iib) any material failure of the Company, Company or Parent or Acquisitionand Sub, as the case may be, or of any officer, shareholder, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure under this Agreement. The delivery of any notice pursuant to give such notice this Section 6.10 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RCN Corp /De/), Agreement and Plan of Merger (21st Century Telecom Group Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.9 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Critical Path Inc), Agreement and Plan of Reorganization (Critical Path Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes which occurrence or failure to occur would be likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and respect, or (iib) any material failure of the Company, Parent on the one hand, or AcquisitionParent, Purchaser or Merger Sub, on the other hand, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, however, that failure no such notification shall affect the representations or warranties of the parties or the conditions to give such notice shall not constitute a waiver of any defense that may be validly assertedthe performance by the parties hereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cox Communications Inc /De/), Agreement and Plan of Merger (Cox Enterprises Inc Et Al)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisitionthe Purchaser, and Parent and Acquisition the Purchaser shall give prompt notice to the Company, of (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes the occurrence or non-occurrence of which would be reasonably likely to cause (i) any representation or warranty of its representations the Company or warranties the Purchaser, as the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time and Closing or (ii) any material failure of the Company, Parent Company or Acquisitionthe Purchaser, as the case may be, or any officer, director, employee or agent thereof, to fail to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 4.04 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Share Purchase Agreement (Weichai America Corp.), Share Purchase Agreement (Power Solutions International, Inc.)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionNewco, and Parent and Acquisition Newco shall give prompt notice to the Company, of (ia) the occurrence, or failure to occur, of any event that such party Party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (iib) any material failure of the Company, Parent or AcquisitionNewco, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give the delivery of any such notice shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the Party receiving such notice.
Appears in 2 contracts
Samples: Voting Agreement (Tivoli Industries Inc), Employment Agreement (Targetti Sankey Spa)
Notification of Certain Matters. The Holdings and the Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to Holdings and the Company, of (i) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of Holdings, the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give such notice shall not constitute a waiver of any defense that may be validly asserted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intuit Inc), Agreement and Plan of Merger (Intuit Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, non-occurrence of any event that such party believes the occurrence or non-occurrence of which would be likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Time, or is of the type which would be required to be disclosed under Section 3.08, and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.06 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (In Home Health Inc /Mn/), Agreement and Plan of Merger (Manor Care Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (iib) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give this Section 6.9 shall not limit or otherwise affect any remedies available to the party receiving such notice shall not constitute a waiver or affect the representations, warranties, covenants or agreements of any defense that may be validly assertedthe parties or conditions to the obligation of the parties under this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Niku Corp), Agreement and Plan of Reorganization (Niku Corp)
Notification of Certain Matters. The Each of the Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, other party of (i) the occurrence, or failure to occur, of any event that such party believes event, which occurrence or failure to occur would be likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time and Time, or (iib) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the foregoing, however, that failure the delivery of any notice pursuant to give such notice this Section 5.11 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hotels Com), Agreement and Plan of Merger (Usa Interactive)
Notification of Certain Matters. The Company shall give prompt written notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt written notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes which occurrence or failure to occur would be likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and or (iib) any material failure of the Company, Parent on the one hand, or AcquisitionMerger Sub or Parent, on the other hand, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, however, that failure no such notification shall affect or modify the representations, warranties or agreements of the Parties or the conditions to give such notice shall not constitute a waiver of any defense that may be validly assertedthe performance by the Parties hereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Frederick's of Hollywood Group Inc /Ny/), Agreement and Plan of Merger (FOHG Holdings, LLC)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company, Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Closing Date and (ii) any material failure of the Company, Parent or AcquisitionMerger Sub, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that failure the delivery of any notice pursuant to give such notice this SECTION 5.8 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 2 contracts
Samples: Plan of Reorganization (Kana Communications Inc), Plan of Reorganization (Kana Communications Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes the occurrence or failure of which to occur would be likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and respect, or (iib) any material failure of the Company, on the one hand, or Parent or AcquisitionMerger Sub, on the other hand, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, however, that failure no such notification shall be deemed to give amend, modify or otherwise affect the representations or warranties of the Parties as set forth herein, the conditions to the performance by the Parties hereunder or the remedies available hereunder to the Party or Parties receiving such notice shall not constitute a waiver of any defense that may be validly assertednotice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Critical Path Inc), Agreement and Plan of Merger (Vectis Cp Holdings LLC)
Notification of Certain Matters. The Company shall use commercially reasonable efforts to give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall use commercially reasonable efforts to give prompt notice to the Company, to the extent that either acquires actual Knowledge of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes the occurrence or non-occurrence of which would be reasonably likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (iib) any material failure of Parent, Merger Subsidiary or the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 8.6 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brampton Crest International Inc), Agreement and Plan of Merger (Affinity Media International Corp.,)
Notification of Certain Matters. The Each of the Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, other party of (i) the occurrence, or failure to occur, of any event that such party believes event, which occurrence or failure to occur would be reasonably likely to cause (a) any of its representations representation or warranties warranty made by the Company or Parent, as the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time and Time, or (iib) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the foregoing, however, that failure the delivery of any notice pursuant to give such notice this Section 5.11 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fidelity National Financial Inc /De/), Agreement and Plan of Merger (Fidelity National Information Solutions Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (iib) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give this Section 6.7 shall not limit or otherwise affect any remedies available to the party receiving such notice shall not constitute a waiver or affect the representations, warranties, covenants or agreements of any defense that may be validly assertedthe parties or conditions to the obligation of the parties under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Niku Corp), Agreement and Plan of Reorganization (Niku Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionPurchaser, and Parent and Acquisition or Purchaser, as the case may be, shall give prompt notice to the Company, of (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes would be the occurrence, or non-occurrence, of which is likely (a) to cause any representation or warranty of its representations or warranties such party contained in this Agreement to be untrue or inaccurate in any material respect at if made as of any time from the date hereof at or prior to the Effective Time and or (iib) to result in any material failure of the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder (including the Offer Conditions); provided, however, that failure the delivery of any notice pursuant to give such notice this Section 6.09 shall not constitute a waiver limit or otherwise affect the remedies available hereunder to any of any defense that may be validly assertedthe parties receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Claymont Steel Holdings, Inc.), Agreement and Plan of Merger (Evraz Group S.A.)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionPurchaser, and Parent and Acquisition Purchaser shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes event, which occurrence or failure would be likely to cause any representation or warranty of its representations or warranties such party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time Time, and (ii) any material failure of the Company, Parent Company or AcquisitionPurchaser, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; , provided, however, that failure the delivery of any notice pursuant to give such notice this Section 7.6 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Barringer Technologies Inc)
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes would be likely to cause the occurrence, or non-occurrence, of which results in any of its representations representation or warranties warranty contained in this Agreement to be being untrue or inaccurate in any material respect at (or, in the case of any time from the date hereof to the Effective Time representation or warranty qualified by its terms by materiality or Material Adverse Effect, being untrue or inaccurate in any respect) and (ii) any material failure of the Company, Parent or AcquisitionAcquiror, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of and the Company shall give prompt notice to Parent, of: (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes the occurrence, or non-occurrence, of which would be likely to cause (A) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at or (B) any time from the date hereof covenant, condition or agreement contained in this Agreement not to the Effective Time be complied with or satisfied; and (ii) any material failure of Parent or the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.14 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or 30 37 inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give such notice shall not constitute a waiver of any defense that may be validly asserted.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give such notice shall not constitute a waiver of any defense that may be validly asserted. SECTION 4.6.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apache Medical Systems Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionAcquisition Corp., and Parent and Acquisition Corp. shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent or AcquisitionAcquisition Corp., as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give such notice shall not constitute a waiver of any defense that may be validly asserted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Savvis Communications Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) the occurrence, occurrence or failure to occur, nonoccurrence of any event that such party believes the occurrence or nonoccurrence of which would be likely to cause (A) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at or (B) any time from the date hereof covenant, condition or agreement contained in this Agreement not to the Effective Time be complied with or satisfied in any material respect and (ii) any material failure of Parent or the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.03 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionNewco, and Parent and Acquisition Newco shall give prompt notice to the Company, of (ia) the occurrence, or failure to occur, of any event that such party Party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (iib) any material failure of the Company, Parent or AcquisitionNewco, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give the delivery of any such -------- ------- notice shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the Party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Steag Electronic Systems GMBH)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Amalgamation Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Initial Closing except as contemplated by this Agreement (including the Company Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.7 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Critical Path Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Disclosure Letter) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.8 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionCubist, and Parent and Acquisition Cubist shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non- occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company, Cubist or warranties Acquisition Sub respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Closing Date and (ii) any material failure of the Company, Parent Cubist or Acquisition, Acquisition Sub as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.8 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes the occurrence, or non-occurrence, of which would be likely to cause (x) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in any material respect at any time from the date hereof this Agreement not to the Effective Time be complied with or satisfied and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.14 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Daka International Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionNewco, and Parent and Acquisition Newco shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party Party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent or AcquisitionNewco, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give the delivery of any such notice shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the Party receiving such notice. SECTION 5.6.
Appears in 1 contract
Notification of Certain Matters. The Company and the Stockholders shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition Merger Sub shall give prompt notice to the CompanyCompany and the Stockholders, of (ia) the occurrence, or failure to occur, of any event that such party believes which occurrence or failure would be likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time Time, and (iib) any material failure of the Company, any Stockholders, Parent or AcquisitionMerger Sub, as the case may be, or of any officer, director, employee or agent Affiliate thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure no such notification shall affect the representations or warranties of the parties or the conditions to give such notice shall not constitute a waiver of any defense that may be validly assertedthe obligations to the parties hereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Management Network Group Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company or warranties Parent and Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Disclosure Schedule) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give such notice shall not constitute a waiver the delivery of any defense that may be validly asserted.notice pursuant to this
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sirenza Microdevices Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company, Parent, BVI, Acquisition Sub or warranties CDN2 , respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Closing Date and (ii) any material failure of the Company, Parent Parent, BVI, Acquisition Sub or AcquisitionCDN2, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.8 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (iib) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give this Section 5.5 shall not limit or otherwise affect any remedies available to the party receiving such notice shall not constitute a waiver or affect the representations, warranties, covenants or agreements of any defense that may be validly assertedthe parties or conditions to the obligation of the parties under this Agreement.
Appears in 1 contract
Notification of Certain Matters. The Company and Holdings shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the CompanyCompany and Holdings, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which has caused or is likely to cause any representation or warranty of its representations or warranties the Company and Holdings and the Principal Stockholder, and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time and (ii) any material failure of the CompanyCompany and Holdings and the Principal Stockholder, Parent or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.9 shall not constitute a waiver of limit or otherwise affect any defense that may be validly asserted.remedies available to the party receiving such notice. 5.10
Appears in 1 contract
Samples: Stock Purchase Agreement (Cypress Semiconductor Corp /De/)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) the occurrence, occurrence or failure to occur, nonoccurrence of any event that such party believes the occurrence or nonoccurrence of which would be likely to cause (A) any of its representations representation or warranties warranty contained in this Agreement to be materially untrue or inaccurate or (B) any covenant, condition or agreement contained in any this Agreement not to be complied with or satisfied in all material respect at any time from the date hereof to the Effective Time respects and (ii) any material failure of Parent or the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.03 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall will give prompt notice to the Company, and the Company will give prompt notice to the Parent, of (i) the occurrence, or failure to occur, of any event that such party believes event, which occurrence or failure to occur would be reasonably likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time and Time, or (iib) any material failure of the Parent and Merger Sub or the Company, Parent or Acquisition, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the above, however, that failure the delivery of any notice pursuant to give this section will not limit or otherwise affect the remedies available hereunder to the party receiving such notice shall not constitute a waiver of any defense that may be validly assertedor the conditions to such party's obligation to consummate the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Eastern Enterprises)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionMergerCo, and Parent and Acquisition MergerCo shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, nonoccurrence of any event that such party believes the occurrence or nonoccurrence of which would be likely to cause any of its representations representation or warranties warranty by such party contained in this Agreement to be become materially untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and inaccurate, or (ii) any material failure of the Company, Parent WRV, Parent, MergerCo or AcquisitionMerger Sub, as the case may be, or any officer, director, employee or agent thereof, materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by their Agreement (including the Company Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.9 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Informix Corp)
Notification of Certain Matters. The Company shall give prompt written notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt written notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be which is likely to cause any representation or warranty of its representations the Company, on the one hand, or warranties Parent or Merger Sub, on the other hand, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereofapplicable, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that failure the delivery of any notice pursuant to give such notice this Section 6.7 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The (a) Company shall give prompt notice (which notice shall state that it is delivered pursuant to Section 5.07 of this Agreement) in writing to Parent and Acquisition, and Parent and Acquisition shall give prompt notice in writing to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes which occurrence or failure would be likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to of this Agreement through the Effective Time and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, however, that failure no such notification shall affect the representations or warranties of the parties or the conditions to give such notice shall not constitute a waiver the obligations of any defense that may be validly assertedthe parties hereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Golden Acquisition Corp)
Notification of Certain Matters. The Company and the Shareholders shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the CompanyCompany and the Shareholders, of (ia) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (iib) any material failure of the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give such notice shall not constitute a waiver of any defense that may be validly asserted.
Appears in 1 contract
Notification of Certain Matters. The Each of the Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, other such party of (i) the occurrence, or failure to occur, of any event that such party believes event, which occurrence or failure to occur would be likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time and Time, or (iib) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the foregoing, however, that failure the delivery of any notice pursuant to give such notice this Section 5.14 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Collegiate Pacific Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionNewco, and Parent and Acquisition Newco shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party Party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent or AcquisitionNewco, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give the delivery of any such notice shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the Party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company, Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Closing Date and (ii) any material failure of the Company, Parent or AcquisitionMerger Sub, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.8 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Samples: Merger Agreement And (Broadcom Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionAcquirer, and Parent and Acquisition Acquirer shall give prompt notice to the Company, of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company or warranties Acquirer, as the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Closing Date and (iib) any material failure of the Company, Parent Company or AcquisitionAcquirer, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.5 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Samples: Asset Purchase Agreement (Atheros Communications Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations or warranties the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 6.10 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Adept Technology Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes would the occurrence, or non-occurrence, of which could reasonably be likely expected to cause (x) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in any material respect at any time from the date hereof this Agreement not to the Effective Time be complied with or satisfied and (ii) any material failure of Parent or the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.03 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (iib) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give this Section 6.11 shall not limit or otherwise affect any remedies available to the party receiving such notice shall not constitute a waiver or affect the representations, warranties, covenants or agreements of any defense that may be validly assertedthe parties or conditions to the obligation of the parties under this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Artisan Components Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that failure to give such notice shall not constitute a waiver of any defense that may be validly asserted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Team America Corporation)
Notification of Certain Matters. The Company shall give prompt ------------------------------- notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company or warranties the Principal Shareholders and Parent or Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time and (ii) any material failure of the Company, Company or Parent (or AcquisitionSub), as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.8 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Failure Group Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent Merger Sub and Acquisition, and Parent and Acquisition Merger Sub shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, nonoccurrence of any event that such party believes whose occurrence, or nonoccurrence would be likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent Merger Sub, or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.4 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied 42 50 by it hereunder; provided, however, that failure to give such notice shall not constitute a waiver of any defense that may be validly asserted.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, non-occurrence of any event that such party believes event, the occurrence or non-occurrence of which (A) it has actual knowledge of and (B) would be likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time and (ii) any material failure of the Company, Company or Parent (or AcquisitionPurchaser or Interlab), as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.4 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that failure the delivery of any notice pursuant to give such notice this Section 5.10 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Peregrine Systems Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes the occurrence, or non-occurrence, of which would be likely to cause (x) any representation or warranty of its representations or warranties it contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in any material respect at any time from the date hereof this Agreement not to the Effective Time be complied with or satisfied and (ii) any material failure of Parent or the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.02 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company Company, on the one hand, and the Parent and the Acquirer, on the other hand, shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt written notice to the Company, other promptly after becoming aware of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that whose occurrence or non-occurrence could reasonably be expected to result in any representation or warranty made by such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and Closing Date or (ii) any material failure of the Company, Parent or Acquisition, as the case may be, Company or any officer, director, employee or agent thereofof the Company, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it them hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 4.11 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the Parent and/or the Acquirer.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionPurchaser, and Parent and Acquisition Purchaser shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent Purchaser or AcquisitionMerger Sub, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give . No such notice shall not modify, impair or constitute a waiver of any defense that may be validly assertedbreach of any representation, warranty or covenant, including, without limitation, any such breach with respect to which such notice is given.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cross Continent Auto Retailers Inc M&l)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of and the Company shall give prompt notice to Parent, of: (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes the occurrence, or non-occurrence, of which would be likely to cause (A) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at or (B) any time from the date hereof covenant, condition or agreement contained in this Agreement not to the Effective Time be complied with or satisfied in any material respect; and (ii) any material failure of Parent or the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunderhereunder in any material respect; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 6.16 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ballard Medical Products)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (iib) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give this Section 5.13 shall not limit or otherwise affect any remedies available to the Party receiving such notice shall not constitute a waiver or affect the representations, warranties, covenants or agreements of any defense that may be validly assertedthe Parties or conditions to the obligation of the Parties under this Agreement.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by their Agreement (including the Company Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.10 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that known to such party believes the occurrence or non-occurrence of which would be likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure failure, and the occurrence of any event that is reasonably likely to cause a failure, of the Company, Parent or AcquisitionPurchaser, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that failure the delivery of any notice pursuant to give such notice this Section 5.6 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quality Food Centers Inc)
Notification of Certain Matters. The Company shall give prompt notice as promptly as practicable to Parent and AcquisitionAcquisition Sub, and Parent and Acquisition Sub shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent or AcquisitionAcquisition Sub, as the case may be, or any officer, director, employee employee, representative or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; , provided, however, that failure to give such notice shall not constitute a waiver of any defense that may be validly asserted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Centennial Healthcare Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company, Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Closing Date and (ii) any material failure of the Company, Parent or AcquisitionMerger Sub, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that failure the delivery of any notice pursuant to give such notice this Section 5.8 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Samples: Merger Agreement And (Netzero Inc)
Notification of Certain Matters. The Each Company and each Holder shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to each of the Company, Companies and to each Holder of (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes the occurrence, or non-occurrence, of which would be likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time inaccurate, and (ii) any material failure of the such Company, Parent or AcquisitionMerger Sub, as the case may be, or any officer, director, employee or agent thereof, materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or him hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company, Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from as of the date hereof to the Effective Time of this Agreement and (iib) any material failure of the Company, Parent or AcquisitionMerger Sub, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.9 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
