Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.
Appears in 9 contracts
Samples: Agreement and Plan of Reorganization (Quickturn Design Systems Inc), Agreement and Plan of Reorganization (Netscape Communications Corp), Agreement and Plan of Reorganization (Tut Systems Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i1) the occurrence or non-occurrence of any eventevent known to it which would reasonably be expected to, individually or in the occurrence aggregate, (A) have a Material Adverse Effect on it or non-occurrence of which is likely to (B) cause any representation or warranty of the Company and Parent, respectively, contained condition set forth in this Agreement Article VI to be untrue or inaccurate unsatisfied in any material respect at or any time prior to the Effective Time and Time; or (ii2) any failure action, suit, proceeding, inquiry or investigation pending or, to the knowledge of the Company Company, threatened which questions or Parent, as challenges the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereundervalidity of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.8 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice nor shall the party giving such notice be prejudiced with respect to any such matters solely by virtue of having given such notice.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Alltel Corp), Agreement and Plan of Merger (Invitrogen Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentSub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Telxon Corp), Agreement and Plan of Merger (Fred Meyer Inc), Agreement and Plan of Merger (K N Energy Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, Parent or Parentthe Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Extendicare Health Services Inc), Agreement and Plan of Merger (Phonetel Technologies Inc), Agreement and Plan of Merger (Philip Services Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parentthe Parent and the Sub, and the Parent or the Sub, as the case may be, shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any event, event the occurrence or non-occurrence effect of which is likely to cause any representation or warranty of the Company and Parent, respectively, such party contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.08 shall not limit or otherwise affect any the remedies available hereunder to any of the party parties receiving such notice.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Living Centers of America Inc), Agreement and Plan of Merger (Living Centers of America Inc), Agreement and Plan of Merger (Living Centers of America Inc)
Notification of Certain Matters. The Company shall give provide prompt notice to ParentParent and Acquisition, and Parent and Acquisition shall give provide prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is has caused or would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be become untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentAcquisition, as the case may be, 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 the delivery of any notice pursuant to this Section 5.9 5.10 shall not cure such breach or non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (K2 Inc), Agreement and Plan of Merger and Reorganization (K2 Inc), Agreement and Plan of Merger and Reorganization (K2 Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be materially untrue or inaccurate at inaccurate, or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentAcquisition Sub, as the case may be, materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Meristar Hotels & Resorts Inc), Agreement and Plan of Merger (Chaparral Resources Inc), Agreement and Plan of Merger (Duff & Phelps Credit Rating Co)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of (i) any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, 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 the delivery of any notice pursuant to this Section 5.9 4.5 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Minot Mercantile Corp), Agreement and Plan of Merger (Dillard Department Stores Inc), Agreement and Plan of Merger (Dillard Department Stores Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.8 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (HFS Inc), Agreement and Plan of Merger (American Studios Inc), Agreement and Plan of Merger (Pca International Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence of any eventevent the occurrence, the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.10 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Brining David R), Agreement and Plan of Merger (Kci Acquisition Corp), Agreement and Plan of Merger (Valley Forge Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause (x) any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior (y) any covenant, condition or agreement contained in this Agreement not to the Effective Time be complied with or satisfied and (ii) any failure of Parent or the Company or ParentCompany, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.02 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Medplus Inc /Oh/), Agreement and Plan of Merger (Medplus Inc /Oh/), Agreement and Plan of Merger (Medplus Inc /Oh/)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 7.08 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Thomson Corp), Agreement and Plan of Merger (Chirex Inc), Agreement and Plan of Merger (Thomson Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of event which is likely to cause any representation or warranty of the Company and ParentParent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.10 shall not limit or otherwise affect any remedies available to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Carrier Access Corp), Agreement and Plan of Reorganization (New Era of Networks Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-non- occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder or under any Ancillary Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.11 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tumbleweed Communications Corp), Agreement and Plan of Merger (Tumbleweed Communications Corp), Agreement and Plan of Merger (Interface Systems Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to will cause any representation or warranty of the Company and or Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (iib) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any remedies available to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wellcare Management Group Inc), Agreement and Plan of Merger (Wellcare Group Inc), Agreement and Plan of Merger (Wellcare Management Group Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence of any eventevent the occurrence, the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.8 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (L 3 Communications Corp), Agreement and Plan of Merger (Aydin Corp), Agreement and Plan of Merger (Aydin Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder or under any Ancillary Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.13 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tumbleweed Communications Corp), Voting Agreement (Worldtalk Communications Corp), Agreement and Plan of Merger (Tumbleweed Communications Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is has caused or would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement by such first party to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, by such first party 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 the delivery of any notice pursuant to this Section 5.9 5.8 shall not cure such breach or non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Intel Corp), Agreement and Plan of Merger (Intel Corp), Agreement and Plan of Merger (DSP Communications Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-non- occurrence of which is likely to cause causes any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect, and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.08 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pamida Holdings Corp/De/), Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Shopko Stores Inc)
Notification of Certain Matters. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement herein to be untrue or inaccurate in any material respect at or prior to the Effective Time Date and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 7.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (FRS Capital Co LLC), Agreement and Plan of Merger (Richton International Corp), Agreement and Plan of Merger (Deere & Co)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to cause causes any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect, and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.07 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hills Stores Co /De/), Agreement and Plan of Merger (HSC Acquisition Corp)
Notification of Certain Matters. The Company shall give provide prompt notice to ParentParent and Acquisition, and Parent and Acquisition shall give provide prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is has caused or would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be become untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentAcquisition, as the case may be, 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 the delivery of any notice pursuant to this Section 5.9 5.10 shall not cure such breach or non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Valueclick Inc/Ca), Agreement and Plan of Merger and Reorganization (Fastclick Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any event, the occurrence or non-occurrence of event which is would be reasonably likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company by such party (or ParentPurchaser, as in the case may be, of Parent) in any material respect to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.2 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Opto Circuits (India) LTD), Agreement and Plan of Merger (Criticare Systems Inc /De/)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.07 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Osi Pharmaceuticals Inc), Agreement and Plan of Merger (Cell Pathways Inc /De)
Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, Parent or Parentthe Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Extendicare Inc /Can/), Agreement and Plan of Merger (Arbor Health Care Co /De/)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and ParentCompany, Parent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time Closing Date and (iib) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement And (Safenet Inc), Merger Agreement (Broadcom Corp)
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, FSG II of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause (A) any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior (B) any covenant, condition or agreement contained in this Agreement not to the Effective Time be complied with or satisfied and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.02 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such noticeParent and FSG II.
Appears in 2 contracts
Samples: Merger Agreement (Ford Motor Co), Merger Agreement (Ford Motor Co)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Education Corp), Agreement and Plan of Merger (Nick Acquisition Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the 42 49 delivery of any notice pursuant to this Section 5.9 6.4 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Morgan Associates Inc), Agreement and Plan of Merger (Kinder Richard D)
Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, Parent or Parentthe Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (American Medserve Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely could reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply in any material respect with or satisfy in any covenant, condition material respect any covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.08 shall not limit or otherwise affect any the remedies available hereunder to the party giving or receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Baycorp Holdings LTD), Agreement and Plan of Merger (Baycorp Holdings LTD)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company or Parent and ParentSub, respectivelyas the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (iib) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.10 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nac Re Corp), Agreement and Plan of Merger (Exel LTD)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is could be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company Company, Parent or ParentSub, as the case may be, 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 the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (About Com Inc), Agreement and Plan of Merger (About Com Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of and the Company shall give prompt notice to Parent, of: (i) the occurrence occurrence, or non-occurrence of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be reasonably likely to cause (x) any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect, and (ii) any the failure of the Company or Parent, as the case may be, Parent to comply with in any material respect or satisfy in any material respect any covenant, condition or agreement of such entity to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zilog Inc), Agreement and Plan of Merger (Zilog Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely could reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 9.03 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Transaction Agreement (Rubicon Medical Corp), Transaction Agreement (Rubicon Medical Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is likely to cause causes any representation of its respective representations or warranty of the Company and Parent, respectively, warranties contained in this Agreement to be materially untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy in any covenantmaterial respect any of its respective covenants, condition conditions or agreement agreements required to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.5 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such noticenotice and this Section 6.5 will not constitute a covenant, obligation or agreement for purposes of Article VIII hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Primus Telecommunications Group Inc), Agreement and Plan of Merger (ARBINET Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any third party (other than parties to investment advisory agreements) alleging that the consent of such third party is or may be required in connection with the transactions 39 contemplated by this Agreement, or (ii) the failure or prospective failure to satisfy any condition to the consummation of the transactions contemplated by this Agreement set out in Article VII hereof, or the occurrence or non-occurrence of any event, event which would permit the occurrence or non-occurrence termination of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderAgreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.11 shall not cure such non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Share (Franklin Resources Inc), Agreement and Plan of Share (Franklin Resources Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, Parent or Parentthe Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.8 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Riddell Sports Inc), Agreement and Plan of Merger (Varsity Spirit Corporation)
Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder or under any Ancillary Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.11 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Valicert Inc), Merger Agreement (Tumbleweed Communications Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any event, the occurrence or non-occurrence of event which is would be reasonably likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company by such party (or ParentPurchaser, as in the case may be, of Parent) in any material respect to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.2 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alcoa Inc), Agreement and Plan of Merger (Howmet International Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be materially untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement required to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.5 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice; and provided further that this Section 5.5 shall not constitute an obligation, covenant or agreement for purposes of Article VIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pogo Producing Co), Agreement and Plan of Merger (Plains Exploration & Production Co)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any event, event the occurrence or non-occurrence of which is likely reasonably would reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement required to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 7.07 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McKesson Corp), Agreement and Plan of Merger (D & K Healthcare Resources Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (iib) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 7.07 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Esperion Therapeutics Inc/Mi), Agreement and Plan of Merger (Pfizer Inc)
Notification of Certain Matters. The Company shall give prompt written notice to the Parent, and the Parent shall give prompt written notice to the Company, of (ia) the occurrence, or nonoccurrence, of any event the occurrence or non-occurrence of any event, the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, such party contained in this Agreement herein to be untrue or inaccurate in any material respect at or prior to the Effective Time Date and (iib) any material failure of the Company or the Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.12 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intelidata Technologies Corp), Agreement and Plan of Merger (Corillian Corp)
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely caused or would reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may beCompany, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.8 shall not limit or otherwise affect any the remedies available to the party receiving such noticeof Parent.
Appears in 2 contracts
Samples: Iii Agreement and Plan of Merger (Valueclick Inc/Ca), Agreement and Plan of Merger (Be Free Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Superior Telecom Inc), Agreement and Plan of Merger (Superior Telecom Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of (i) any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, 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 the delivery of any notice pursuant to this Section 5.9 6.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dillard Department Stores Inc), Agreement and Plan of Merger (Mercantile Stores Co Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be materially untrue or inaccurate at inaccurate, or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentAcquisition, as the case may be, materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Medical Response Inc), Agreement and Plan of Merger (Laidlaw Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, in each case, upon its discovery of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 7.08 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Microwave Power Devices Inc, Ericsson MPD Acquisition Corp
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.06 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Novartis Inc), Agreement and Plan of Merger (Novartis Inc)
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence i)the occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any ii)any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 Section6.05 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom Inc)
Notification of Certain Matters. The Company shall give prompt notice to the Parent, and the Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (iib) any material failure of the Company or the Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.6 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cable Car Beverage Corp), Agreement and Plan of Merger (Cable Car Beverage Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, such that the conditions set forth in Section 6.2(a) or (b) or Section 6.3(a) or (b) would not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.10 shall not limit or otherwise affect any remedies available to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Tibco Software Inc), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of event which is reasonably likely to cause any representation or warranty of the Company and ParentParent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time Time, and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, 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 the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any eventevent or group of the foregoing, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time except as contemplated by this Agreement (including the Disclosure Schedules) and (ii) any failure of the Company or Parent, as the case may be, 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 the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any remedies available to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (ia) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation covenant, condition or warranty of the Company and Parent, respectively, agreement contained in this Agreement or any Ancillary Document not to be untrue complied with or inaccurate at or prior to the Effective Time satisfied and (iib) any failure of the Company Parent or Parentthe Company, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 7.4 shall not limit or otherwise affect any 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 Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, its Subsidiaries or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.11 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.; provided further that this Section 6.11 shall not constitute a covenant or agreement for the purpose of clause (c) or (d) of Annex A.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be materially untrue or inaccurate at inaccurate, or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentAcquisition Sub, as the case may be, materially to comply with or satisfy any covenant, condition or agreement to be complied with EXECUTION COPY EXHIBIT 2.1 or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bridgestreet Accommodations Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt written notice to the CompanyParent, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely caused or would reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may beCompany, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, howeverPROVIDED, HOWEVER, that the delivery of any notice pursuant to this Section 5.9 6.6 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such noticeParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spiros Development Corp Ii Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence of any eventevent the occurrence, the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, made by such entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 4.2(k) shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Universal Hospital Services Inc)
Notification of Certain Matters. The Company shall give prompt notice to the Parent, and the Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company Company, the Parent or Parentthe Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 6.07 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aquapenn Spring Water Company Inc)
Notification of Certain Matters. The Company shall give prompt notice to ParentParent or Acquisition, and Parent or Acquisition shall give prompt notice to the Company, as the case may be, of (i) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the respective occurrence, the occurrence or non-occurrence occurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, condition contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time unsatisfied and (ii) any failure of the Company Company, Parent or ParentAcquisition, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, howeverPROVIDED, that the delivery of any notice pursuant to this Section 5.9 6.5 shall not limit or otherwise affect any remedies available under this Agreement to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dow Chemical Co /De/)
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence i)the occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any ii)any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 Section6.05 shall not limit or otherwise affect any 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 Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company Company, Parent or ParentSub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.06 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Employment Agreement (Nematron Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any 36 representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (iib) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.10 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: 5 Agreement and Plan of Merger (Mac Frugals Bargains Close Outs Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 7.04 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Credit Suisse Group /Fi)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely could be reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply in any material respect with or satisfy in any covenant, condition material respect any covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.7 shall not limit or otherwise affect any the remedies available hereunder to the party giving or receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Applied Innovation Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and ParentCompany, Parent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Healtheon Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 7.08 shall not limit or otherwise affect any 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 Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.13 shall not limit or otherwise affect any remedies available to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cirrus Logic Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence event which has caused or non-occurrence of which is likely to cause any representation or warranty of the Company and ParentCompany, Parent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.10 shall not limit or otherwise affect any remedies available to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Concord Communications Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence of any eventevent the occur rence, the occurrence or non-occurrence of which is likely to would cause any representation repre sentation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 5.12 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dawson Production Services Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.11 shall not limit or otherwise affect any remedies available to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Tut Systems Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any 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 Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-non- occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentSub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall will give prompt notice ------------------------------- to Parent, and Parent shall will give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and or Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time Closing Date and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall 5.6 will not limit or otherwise affect any remedies available to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence non- occurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.07 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ps Group Holdings Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence of any eventevent the occur rence, the occurrence or non-occurrence of which is likely to would cause any representation repre sentation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 5.11 shall not limit or otherwise affect any 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 ParentParent and Sub, and Parent and Sub shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and Time, or (ii) any material failure of the Company Company, Parent or ParentSub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.9 shall not cure such breach or non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tyco International LTD /Ber/)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, or Parent contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time Closing and (iib) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.8 shall not limit or otherwise affect any remedies available to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence of any eventevent the occurrence, the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.12 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Key Energy Group Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder or under any Ancillary Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.15 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tumbleweed Communications Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, Company of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and or Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or and Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Russo Paul M)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentSub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.3 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nu Skin Enterprises Inc)
Notification of Certain Matters. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of event which is likely to cause any representation or warranty of the Company and ParentCompany, respectivelyon the one hand, or Parent or Merger Sub, on the other hand, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may beapplicable, 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 the delivery of any notice pursuant to this Section 5.9 7.7 shall not limit or otherwise affect any remedies available to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect when made and (ii) any material failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 6.11 shall not limit or otherwise affect any 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 Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely could reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 7.06 shall not limit or otherwise affect any 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, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied com- plied with or satisfied by it hereunder; provided, howeverhowev- er, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Andrews Group Inc /De/)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely could reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy in any covenant, condition material respect any covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the Company’s obligation pursuant to this Section 6.05 shall be limited to those matters as to which the Special Committee has knowledge; and provided, further, that the delivery of any notice pursuant to this Section 5.9 6.05 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Mayors Jewelers Inc/De)
Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time completion of the Offer and (ii) any material failure of the Company Company, Parent or Parentthe Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice. If requested by Parent, the Company shall confirm the satisfaction of the condition to the Offer set forth in paragraph (f) of Annex A hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Honeywell International Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence (or non-occurrence occurrence) of any eventevent of which the Company or Parent, respectively, has knowledge, the occurrence (or non-occurrence non- occurrence) of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to in any material respect and of the Effective Time and (ii) occurrence of any material failure of the Company or Parent, as the case may be, either party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the (x) delivery of any notice pursuant to this Section 5.9 7.4 shall not limit or otherwise affect any the remedies available to either party hereunder, and (y) shall not constitute an admission by the party receiving delivering such notice.notice that any such representation or warranty has been breached. Section 7.5
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Peerless Systems Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and or Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not act as a waiver of or limit or otherwise affect any remedies available to the party receiving such noticenotice by virtue of the events or circumstances referenced in such notice nor act as an admission of breach of any provision of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (K2 Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of event which is likely to cause causes any representation or warranty of the Company or Parent and ParentNewco, respectivelyas the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (iib) any failure or inability of the Company or Parent, as the case may be, to comply with or satisfy in all material respects any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 6.9 shall not limit or otherwise affect any 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 Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely could reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy in any covenant, condition material respect any covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the Company's obligation pursuant to this Section 6.05 shall be limited to those matters as to which the Special Committee has knowledge; and provided, further, that the delivery of any notice pursuant to this Section 5.9 6.05 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Henry Birks & Sons Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of event which is likely to cause any representation or warranty of the Company and ParentParent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall use its reasonable best efforts to give prompt notice to the Company, of and the Company shall use its reasonable best efforts to give prompt notice to Parent, of: (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any event, the occurrence or non-occurrence event of which it is aware and which would be reasonably likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at in any material respect, or prior to the Effective Time and (ii) any failure of Parent or the Company or ParentCompany, as the case may be, to comply in a timely manner with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.12 shall not limit or otherwise affect any 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 Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time Time, and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the . The delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such noticenotice and will not limit Company's ability to correct or resolve such inaccuracy or to cure such failure by the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (PMC Sierra Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, promptly upon becoming aware of (ia) the occurrence any occurrence, or non-occurrence failure to occur, of any event, the which occurrence or non-occurrence of which failure to occur has caused or is reasonably likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or any time after the date hereof and prior to the Effective Time and (iib) any material failure of the Company or Parent, as the case may be, on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, provided that the delivery of any notice pursuant to this Section 5.9 6.11 shall not limit or otherwise affect any 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 Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause (A) any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior (B) any covenant, condition or agreement contained in this Agreement not to the Effective Time be complied with or satisfied and (ii) any failure of Parent or the Company or ParentCompany, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.02 shall not limit or otherwise affect any 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 Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is likely would reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be materially untrue or inaccurate at inaccurate, or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
