Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which results in any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any failure of the Company, Parent or Merger 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 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Maxim Integrated Products Inc), Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (Mapquest Com Inc)
Notification of Certain Matters. (a) The Company shall give prompt notice to ParentParent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or non-occurrencefailure to occur, of any event the occurrence, that such party believes would be likely to cause any of its representations or non-occurrence, of which results in any representation or warranty warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (or, in the case of ii) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent or Merger SubAcquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery failure to give such notice shall not constitute a waiver of any notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticedefense that may be validly asserted.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Bisys Group Inc), Agreement and Plan of Merger (Cdsi Acquisition Corp), Agreement and Plan of Merger (Bisys Group Inc)
Notification of Certain Matters. (a) The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of the occurrence, or non-occurrencefailure to occur, of any event the occurrence, which occurrence or non-occurrence, of which results in failure to occur would be likely to cause (a) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (or, in the case of b) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent on the one hand, or Merger SubSub or Parent, on the other hand, 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 hereunderunder this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.8 no such notification shall not limit or otherwise affect the remedies available hereunder representations, warranties or agreements of the Parties or the conditions to the party receiving such noticeperformance by the Parties hereunder.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Mod Pac Corp), Agreement and Plan of Merger (Mod Pac Corp)
Notification of Certain Matters. (a) The Company shall give prompt notice to Parentthe Purchaser, and Parent the Purchaser shall give prompt notice to the Company, of (i) the occurrence, occurrence or non-occurrence, failure to occur of any event the occurrence, which occurrence or non-occurrence, of which results in failure causes any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect (or, in at any time from and including the case of any date hereof through the time at which such representation or warranty qualified by its terms by materiality or Material Adverse Effectceases to survive pursuant to Section 8.1 hereof, then untrue or inaccurate in and (ii) any respect) and any material failure of the Company, Parent Company or Merger Subthe Purchaser, 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, howeverand each party shall use all reasonable efforts to remedy such failure. In addition, that the delivery Company shall give prompt notice to the Purchaser of any notice pursuant developments that could reasonably be expected to this Section 5.8 shall not limit or otherwise affect have a Material Adverse Effect on the remedies available hereunder to the party receiving such noticeCompany.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Tc Group LLC), Securities Purchase Agreement (Insight Health Services Corp), Securities Purchase Agreement (Insight Health Services Corp)
Notification of Certain Matters. (a) 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, occurrence or non-occurrence, nonoccurrence of any event the occurrence, occurrence or non-occurrence, nonoccurrence of which results in would be likely to cause (A) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (orB) any covenant, condition or agreement contained in the case of any representation this Agreement not to be complied with or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate satisfied in any respectmaterial respect and (ii) and any failure of Parent or the Company, Parent or Merger 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 5.8 5.02 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hub International LTD), Agreement and Plan of Merger (Hub International LTD), Agreement and Plan of Merger (Kaye Group Inc)
Notification of Certain Matters. (a) The Company shall give prompt notice to ParentEach of the Company, Parent and Parent Sub shall give prompt notice to the Company, other such parties of the occurrence, or non-occurrencefailure to occur, of any event the occurrenceevent, which occurrence or non-occurrence, of which results in failure to occur would be likely to cause (a) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time, or (or, in the case of b) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent Parent, or Merger Sub, Sub as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the foregoing, however, that the delivery of any notice pursuant to this Section 5.8 5.11 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ticketmaster), Agreement and Plan of Merger (Usa Interactive), Agreement and Plan of Merger (Usa Interactive)
Notification of Certain Matters. (a) The Each of the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, other such party of the occurrence, or non-occurrencefailure to occur, of any event the occurrenceevent, which occurrence or non-occurrence, of which results in failure to occur would be likely to cause (a) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time, or (or, in the case of b) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent Company or Merger SubParent, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the foregoing, however, that the delivery of any notice pursuant to this Section 5.8 5.11 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Collegiate Pacific Inc), Agreement and Plan of Merger (Expedia Inc), Agreement and Plan of Merger (Usa Interactive)
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall will give prompt notice to the Company, and the Company will give prompt notice to Parent, of the occurrence, or non-occurrencefailure to occur, of any event the occurrenceevent, which occurrence or non-occurrence, of which results in failure to occur would be reasonably likely to cause (a) any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time, or (or, in the case of b) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of Parent and Sub or the Company, Parent or Merger Sub, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the above, however, that the delivery of any notice pursuant to this Section 5.8 shall will not limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or the conditions to such party's obligation to consummate the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Leukosite Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc)
Notification of Certain Matters. (a) The Company shall give prompt notice (which notice shall state that it is delivered pursuant to ParentSection 4.7 of this Agreement) in writing to Purchaser, and Parent and Purchaser shall give prompt notice in writing to the Company, of (i) the occurrence, or non-occurrencefailure to occur, of any event the occurrence, which occurrence or non-occurrence, of which results in failure would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect (or, in as of the case of any time such representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in is made and (ii) any respect) and any material failure of the Company, Parent or Merger SubPurchaser, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.8 no such notification shall not limit or otherwise affect the remedies available hereunder representations or warranties of the parties or the conditions to the party receiving such noticeobligations of the parties hereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Recapitalization and Merger (Specialty Catalog Corp), Agreement and Plan of Merger (Geerlings & Wade Inc), Agreement and Plan of Merger (Liquid Holdings 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, occurrence or non-occurrence, occurrence of any event the occurrence, occurrence or non-occurrence, occurrence of which results in would, if such representation or warranty were required to be made at such time, be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect and (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectii) and any failure of the Company, Parent or Merger SubPurchaser, as the case may be, to comply in all material respects 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 51 47 Section 5.8 6.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rohm & Haas Co), Agreement and Plan of Merger (Morton Acquisition Corp), Agreement and Plan of Merger (Rohm & Haas Co)
Notification of Certain Matters. (a) The Company shall use its commercially reasonable efforts to give prompt notice to Parent, and Parent shall use its commercially reasonable efforts to give prompt notice to the Company, to the extent that either acquires actual knowledge of (i) the occurrence, occurrence or non-occurrence, occurrence of any event the occurrence, occurrence or non-occurrence, occurrence of which results in would be reasonably likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect as of the date hereof or as of the Closing Date and (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectii) and any failure of Parent, Merger Sub or the Company, Parent or Merger 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 5.8 6.10 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Verizon Communications Inc), Agreement and Plan of Merger (Mci Inc)
Notification of Certain Matters. (a) 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 event event, the occurrence, occurrence or non-occurrence, occurrence of which results in is likely to cause any representation or warranty of the Company, Parent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date and (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectii) and any failure of the Company, Parent or Merger 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 5.8 5.9 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Merger Agreement (Gasonics International Corp), Merger Agreement (Broadcom Corp), Strategic Alliance Agreement (Broadcom Corp)
Notification of Certain Matters. (a) The Company shall give prompt notice to ParentEach of the Company, Parent and Parent Sub shall give prompt notice to the Company, other such parties of the occurrence, or non-occurrencefailure to occur, of any event the occurrenceevent, which occurrence or non-occurrence, of which results in failure to occur would be likely to cause (a) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time, or (or, in the case of b) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent Parent, or Merger Sub, Sub as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the foregoing, however, that the delivery of any notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Usa Networks Inc), Agreement and Plan of Merger (Ticketmaster Group Inc), Agreement and Plan of Merger (Usa Networks Inc)
Notification of Certain Matters. (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, occurrence of any event the occurrence, occurrence or non-occurrence, occurrence of which results in would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time, or is of the type which would be required to be disclosed under Section 3.08, and (or, in the case of ii) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent Company or Merger SubParent, 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 5.8 5.06 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (In Home Health Inc /Mn/), Agreement and Plan of Merger (Manor Care Inc)
Notification of Certain Matters. (a) The Company shall give prompt notice to ParentParent and Purchaser, and Parent or Purchaser, as the case may be, shall give prompt notice to the Company, of the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which results in is likely (a) to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect (or, in the case if made as of any representation time at or warranty qualified by its terms by materiality prior to the Effective Time or Material Adverse Effect, then untrue or inaccurate (b) to result in any respect) and any material failure of the Company, Parent or Merger Sub, as the case may be, such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder (including the Offer Conditions); provided, however, that the delivery of any notice pursuant to this Section 5.8 6.09 shall not limit or otherwise affect the remedies available hereunder to any of the party parties receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Claymont Steel Holdings, Inc.), Agreement and Plan of Merger (Evraz Group S.A.)
Notification of Certain Matters. (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, occurrence of any event event, the occurrence, occurrence or non-occurrence, non- occurrence of which results in (A) it has actual knowledge of and (B) would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (or, in the case of ii) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Company or Parent (or Merger SubPurchaser), 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 5.8 5.5 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Delco Remy International Inc), Agreement and Plan of Merger (Citigroup Inc)
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) the occurrence, occurrence or non-occurrence, occurrence of any event the occurrence, or non-occurrence, of which results in that is likely to cause any representation or warranty of the Company and Parent or Merger Sub, 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 (or, in including the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectCompany Schedules) and (b) any failure of the Company, Parent Company or Merger SubParent, 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 5.8 6.7 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such noticenotice or affect the representations, warranties, covenants or agreements of the parties or conditions to the obligation of the parties under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Niku Corp), Agreement and Plan of Reorganization (Niku Corp)
Notification of Certain Matters. (a) The Each of the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, other party of the occurrence, or non-occurrencefailure to occur, of any event the occurrenceevent, which occurrence or non-occurrence, of which results in failure to occur would be likely to cause (a) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time, or (or, in the case of b) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent Company or Merger SubParent, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the foregoing, however, that the delivery of any notice pursuant to this Section 5.8 5.11 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hotels Com), Agreement and Plan of Merger (Usa Interactive)
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of the occurrence, or non-occurrencefailure to occur, of any event the occurrence, which occurrence or non-occurrence, of which results in failure to occur would be likely to cause (a) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect respect, or (or, in the case of b) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent on the one hand, or Parent, Purchaser or Merger Sub, on the other hand, 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 hereunderunder this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.8 no such notification shall not limit or otherwise affect the remedies available hereunder representations or warranties of the parties or the conditions to the party receiving such noticeperformance by the parties hereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cox Communications Inc /De/), Agreement and Plan of Merger (Cox Enterprises Inc Et Al)
Notification of Certain Matters. (a) The Each of the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, other party of the occurrence, or non-occurrencefailure to occur, of any event the occurrenceevent, which occurrence or non-occurrence, of which results in failure to occur would be reasonably likely to cause (a) any representation or warranty made by the Company or Parent, as the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time, or (or, in the case of b) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent Company or Merger SubParent, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the foregoing, however, that the delivery of any notice pursuant to this Section 5.8 5.11 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fidelity National Information Solutions Inc), Agreement and Plan of Merger (Fidelity National Financial Inc /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, occurrence or non-occurrence, occurrence of any event event, the occurrence, occurrence or non-occurrence, occurrence of which results in is likely to cause any representation or warranty of the Company, Parent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date and (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectii) and any failure of the Company, Parent or Merger 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; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section SECTION 5.8 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Plan of Reorganization (Kana Communications Inc), Plan of Reorganization (Kana Communications Inc)
Notification of Certain Matters. (a) The Company shall give prompt notice to Parentthe Purchaser, and Parent the Purchaser shall give prompt notice to the Company, of the occurrence, or non-occurrence, of any event the occurrence, occurrence or non-occurrence, occurrence of which results in would be reasonably likely to cause (i) any representation or warranty of the Company or the Purchaser, as the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing or (or, in ii) the case of any representation Company or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any failure of the Company, Parent or Merger SubPurchaser, as the case may be, to fail to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.8 4.04 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Share Purchase Agreement (Weichai America Corp.), Share Purchase Agreement (Power Solutions International, Inc.)
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Newco and Parent and Newco shall give prompt notice to the Company, of (a) the occurrence, occurrence or non-occurrence, occurrence of any fact, event the occurrence, or non-occurrence, of which results in circumstance whose occurrence or nonoccurrence would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time, or (or, in the case of b) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Company or Parent or Merger SubNewco, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.8 7.9 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Factory Card & Party Outlet Corp), Agreement and Plan of Merger (Amscan Holdings Inc)
Notification of Certain Matters. (a) The Holdings and the Company shall give prompt notice to ParentParent and Acquisition, and Parent and Acquisition shall give prompt notice to Holdings and the Company, of (i) the occurrence, or non-occurrencefailure to occur, of any event the occurrence, that such party believes would cause any of its representations or non-occurrence, of which results in any representation or warranty warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectii) and any failure of Holdings, the Company, Parent or Merger SubAcquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery failure to give such notice shall not constitute a waiver of any notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticedefense that may be validly asserted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intuit Inc), Agreement and Plan of Merger (Intuit Inc)
Notification of Certain Matters. (a) The Company shall use commercially reasonable efforts to give prompt notice to Parent, and Parent shall use commercially reasonable efforts to give prompt notice to the Company, to the extent that either acquires actual Knowledge of (a) the occurrence, occurrence or non-occurrence, occurrence of any event the occurrence, occurrence or non-occurrence, occurrence of which results in would be reasonably likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect and (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectb) and any failure of Parent, Merger Subsidiary or the Company, Parent or Merger 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 5.8 8.6 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Affinity Media International Corp.,), Agreement and Plan of Merger (Brampton Crest International Inc)
Notification of Certain Matters. (a) The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, in each case, after it becomes aware, of (i) the occurrence, occurrence or non-occurrence, occurrence of any event the occurrence, occurrence or non-occurrence, occurrence of which results in would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect respects at or prior to the Effective Time and (or, in the case of ii) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent or Merger SubPurchaser, 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 5.8 6.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Microdyne Corp), Agreement and Plan of Merger (L 3 Communications Holdings Inc)
Notification of Certain Matters. (a) 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 event event, the occurrence, occurrence or non-occurrence, occurrence of which results in is likely to cause any representation or warranty of the Company and Parent or Merger Sub, 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 (or, in including the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectCompany Schedules) and (ii) any failure of the Company, Parent Company or Merger SubParent, 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 5.8 5.9 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Critical Path Inc), Agreement and Plan of Reorganization (Critical Path Inc)
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) the occurrence, occurrence or non-occurrence, occurrence of any event the occurrence, or non-occurrence, of which results in that is likely to cause any representation or warranty of the Company and Parent or Merger Sub, 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 (or, in including the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectCompany Schedules) and (b) any failure of the Company, Parent Company or Merger SubParent, 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 5.8 6.9 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such noticenotice or affect the representations, warranties, covenants or agreements of the parties or conditions to the obligation of the parties under this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Niku Corp), Agreement and Plan of Reorganization (Niku Corp)
Notification of Certain Matters. (a) The Company shall give prompt notice to ParentParent and Newco, and Parent and Newco shall give prompt notice to the Company, of (a) the occurrence, or non-occurrencefailure to occur, of any event the occurrence, that such Party believes would be likely to cause any of its representations or non-occurrence, of which results in any representation or warranty warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (or, in the case of b) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent or Merger SubNewco, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any such notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party Party receiving such notice.
Appears in 2 contracts
Samples: Employment Agreement (Targetti Sankey Spa), Voting Agreement (Tivoli Industries Inc)
Notification of Certain Matters. (a) The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of the occurrence, or non-occurrencefailure to occur, of any event the occurrence, which occurrence or non-occurrence, of which results in failure to occur would be likely to cause (a) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (or, in the case of b) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent on the one hand, or Merger SubSub or Parent, on the other hand, 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 hereunderunder this Agreement; provided, however, that no such notification shall affect or modify the delivery representations, warranties or agreements of any notice pursuant to this Section 5.8 shall not limit the Parties or otherwise affect the remedies available hereunder conditions to the party receiving such noticeperformance by the Parties hereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FOHG Holdings, LLC), Agreement and Plan of Merger (Frederick's of Hollywood Group Inc /Ny/)
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent and Sub shall give prompt notice to the Company, of the occurrence, or non-occurrencefailure to occur, of any event the occurrence, or non-occurrence, of which results in it has knowledge, which occurrence or failure to occur would be likely to cause (a) any representation or warranty contained in this Agreement to be untrue or inaccurate in any respect at any time from the date of this Agreement to the Effective Time, or (b) any material respect (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any failure of the Company, Company or Parent or Merger and Sub, as the case may be, or of any officer, shareholder, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the under this Agreement. The delivery of any notice pursuant to this Section 5.8 6.10 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (21st Century Telecom Group Inc), Agreement and Plan of Merger (RCN Corp /De/)
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of the occurrence, or non-occurrencefailure to occur, of any event the occurrence, occurrence or non-occurrence, failure of which results in to occur would cause (a) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect respect, or (or, in the case of b) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, on the one hand, or Parent or Merger Sub, on the other hand, 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 hereunderunder this Agreement; provided, however, that the delivery of any notice pursuant no such notification shall be deemed to this Section 5.8 shall not limit amend, modify or otherwise affect the representations or warranties of the Parties as set forth herein, the conditions to the performance by the Parties hereunder or the remedies available hereunder to the party Party or Parties receiving such notice.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Critical Path Inc), Agreement and Plan of Merger (Vectis Cp Holdings LLC)
Notification of Certain Matters. (a) 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 event event, the occurrence, occurrence or non-occurrence, occurrence of which results in is likely to cause any representation or warranty of the Company or Parent and Merger Sub, 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 (or, in including the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectDisclosure Schedule) and (ii) any failure of the Company, Parent Company or Merger SubParent, 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 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.this
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sirenza Microdevices 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, occurrence or non-occurrence, occurrence of any event event, the occurrence, occurrence or non-occurrence, occurrence of which results in is likely to cause any representation or warranty of the Company, Parent, BVI, Acquisition Sub or CDN2 , respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date and (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectii) and any failure of the Company, Parent Parent, BVI, Acquisition Sub or Merger SubCDN2, 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 5.8 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such notice.
Appears in 1 contract
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, occurrence or non-occurrence, occurrence of any event known to such party the occurrence, occurrence or non-occurrence, occurrence of which results in would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in and (ii) any material respect (orfailure, in and the case occurrence of any representation or warranty qualified by its terms by materiality or Material Adverse Effectevent that is reasonably likely to cause a failure, then untrue or inaccurate in any respect) and any failure of the Company, Parent or Merger SubPurchaser, 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 5.8 5.6 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quality Food Centers Inc)
Notification of Certain Matters. (a) The Company shall give prompt notice as promptly as practicable to ParentParent and Acquisition Sub, and Parent and Acquisition Sub shall give prompt notice to the Company, of (i) the occurrence, or non-occurrencefailure to occur, of any event the occurrence, that such party believes would be likely to cause any of its representations or non-occurrence, of which results in any representation or warranty warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (or, in the case of ii) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent or Merger Acquisition Sub, as the case may be, or any officer, director, employee, representative or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; , provided, however, that the delivery failure to give such notice shall not constitute a waiver of any notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticedefense that may be validly asserted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Centennial Healthcare 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, occurrence or non-occurrence, occurrence of any event event, the occurrence, occurrence or non-occurrence, occurrence of which results in is likely to cause any representation or warranty of the Company, Parent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date and (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectii) and any failure of the Company, Parent or Merger 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; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.8 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Merger Agreement And (Netzero Inc)
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) the occurrence, occurrence or non-occurrence, occurrence of any event the occurrence, or non-occurrence, of which results in is likely to cause any representation or warranty of the Company and Parent or Merger Sub, 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 (or, in including the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectCompany Schedules) and (b) any failure of the Company, Parent Company or Merger SubParent, 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 5.8 5.13 shall not limit or otherwise affect the any remedies available hereunder to the party Party receiving such noticenotice or affect the representations, warranties, covenants or agreements of the Parties or conditions to the obligation of the Parties under this Agreement.
Appears in 1 contract
Notification of Certain Matters. (a) The Company and the Stockholders shall give prompt notice to Parent, and Parent and Merger Sub shall give prompt notice to the CompanyCompany and the Stockholders, of (a) the occurrence, or non-occurrencefailure to occur, of any event the occurrence, which occurrence or non-occurrence, of which results in failure would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time, and (or, in the case of b) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, any Stockholders, Parent or Merger Sub, as the case may be, or of any Affiliate thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.8 no such notification shall not limit or otherwise affect the remedies available hereunder representations or warranties of the parties or the conditions to the party receiving such noticeobligations to the parties hereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Management Network Group Inc)
Notification of Certain Matters. (a) The Company shall give prompt notice to ParentAcquirer, and Parent Acquirer shall give prompt notice to the Company, of (a) the occurrence, occurrence or non-occurrence, occurrence of any event event, the occurrence, occurrence or non-occurrence, occurrence of which results in is likely to cause any representation or warranty of the Company or Acquirer, as the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date and (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectb) and any failure of the Company, Parent Company or Merger SubAcquirer, 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 5.8 5.5 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Asset Purchase Agreement (Atheros Communications Inc)
Notification of Certain Matters. (a) 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, or non-occurrence, of any event the occurrence, or non-occurrence, of which results in would cause (A) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (orB) any covenant, condition or agreement contained in the case of any representation this Agreement not to be complied with or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate satisfied in any material respect; and (ii) and any failure of Parent or the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy in any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it hereunderhereunder in any material respect; provided, however, that the delivery of any notice pursuant to this Section 5.8 6.16 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ballard Medical Products)
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) the occurrence, occurrence or non-occurrence, occurrence of any event the occurrence, or non-occurrence, of which results in is likely to cause any representation or warranty of the Company and Parent or Merger Sub, 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 (or, in including the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectCompany Schedules) and (b) any failure of the Company, Parent Company or Merger SubParent, 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 5.8 6.11 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such noticenotice or affect the representations, warranties, covenants or agreements of the parties or conditions to the obligation of the parties under this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Artisan Components Inc)
Notification of Certain Matters. (a) The Company shall give prompt notice to ParentParent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or non-occurrencefailure to occur, of any event the occurrence, that such party believes would be likely to cause any of its representations or non-occurrence, of which results in any representation or warranty warranties contained in this Agreement to be untrue or 30 37 inaccurate in any material respect at any time from the date hereof to the Effective Time and (or, in the case of ii) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent or Merger SubAcquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery failure to give such notice shall not constitute a waiver of any notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticedefense that may be validly asserted.
Appears in 1 contract
Notification of Certain Matters. (a) The Each Company and each Holder shall give prompt notice to Parent, and Parent shall give prompt notice to each of the Company, Companies and to each Holder of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which results in would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect inaccurate, and (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectii) and any failure of the such Company, Parent or Merger Sub, as the case may be, materially to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it or him hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) the occurrence, occurrence or non-occurrence, occurrence of any event event, the occurrence, occurrence or non-occurrence, occurrence of which results in is likely to cause any representation or warranty of the Company, Parent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect as of the date of this Agreement and (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectb) and any failure of the Company, Parent or Merger 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 5.8 5.9 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, Merger Sub and Parent Merger Sub shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, nonoccurrence of any event the whose occurrence, or non-occurrence, of which results in nonoccurrence would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (or, in the case of ii) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent or Merger Sub, or Parent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.8 5.4 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. (a) The Company shall give prompt notice to ParentParent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or non-occurrencefailure to occur, of any event the occurrence, that such party believes would be likely to cause any of its representations or non-occurrence, of which results in any representation or warranty warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (or, in the case of ii) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent or Merger SubAcquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied 42 50 by it hereunder; provided, however, that the delivery failure to give such notice shall not constitute a waiver of any notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticedefense that may be validly asserted.
Appears in 1 contract
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, occurrence or non-occurrence, occurrence of any event event, the occurrence, occurrence or non-occurrence, occurrence of which results in is likely to cause any representation or warranty of the Company, Parent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date and (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectii) and any failure of the Company, Parent or Merger 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 5.8 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Merger Agreement And (Broadcom 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, occurrence or non-occurrence, occurrence of any event event, the occurrence, occurrence or non-occurrence, occurrence of which results in is likely to cause any representation or warranty of the Company or the Principal Shareholders and Parent or Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectii) and any failure of the Company, Company or Parent (or Merger 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 5.8 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Failure Group 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, occurrence or non-occurrence, occurrence of any event event, the occurrence, occurrence or non-occurrence, occurrence of which results in 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 (or, in including the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectCompany Schedules) and (ii) any failure of the Company, Parent Company or Merger SubParent, 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 5.8 6.10 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Adept Technology Inc)
Notification of Certain Matters. (a) The Company shall give prompt notice to ParentParent and Newco, and Parent and Newco shall give prompt notice to the Company, of (i) the occurrence, or non-occurrencefailure to occur, of any event the occurrence, that such Party believes would be likely to cause any of its representations or non-occurrence, of which results in any representation or warranty warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (or, in the case of ii) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent or Merger SubNewco, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any such notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party Party receiving such notice. SECTION 5.6.
Appears in 1 contract
Notification of Certain Matters. (a) The Company shall give prompt notice to ParentMergerCo, and Parent and MergerCo shall give prompt notice to the Company, of (i) the occurrence, occurrence or non-occurrence, nonoccurrence of any event the occurrence, occurrence or non-occurrence, nonoccurrence of which results in would be likely to cause any representation or warranty by such party contained in this Agreement to be become materially untrue or inaccurate in any material respect inaccurate, or (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectii) and any failure of the Company, Parent WRV, Parent, MergerCo or Merger Sub, as the case may be, materially 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 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. (a) The Company shall give prompt notice to ParentCubist, and Parent Cubist shall give prompt notice to the Company, of (i) the occurrenceoccurrence or non- occurrence of any event, the occurrence or non-occurrence, of any event the occurrence, or non-occurrence, occurrence of which results in is likely to cause any representation or warranty of the Company, Cubist or Acquisition Sub respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date and (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectii) and any failure of the Company, Parent Cubist or Merger Sub, Acquisition 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 5.8 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such notice.
Appears in 1 contract
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, occurrence or non-occurrence, occurrence of any event event, the occurrence, occurrence or non-occurrence, occurrence of which results in is likely to cause any representation or warranty of the Company and Parent or Merger Sub, 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 their Agreement (or, in including the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectCompany Schedules) and (ii) any failure of the Company, Parent Company or Merger SubParent, 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 5.8 5.10 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. (a) The Company shall give prompt notice to ParentParent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or non-occurrencefailure to occur, of any event the occurrence, that such party believes would be likely to cause any of its representations or non-occurrence, of which results in any representation or warranty warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (or, in the case of ii) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent or Merger SubAcquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. SECTION 4.6.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apache Medical Systems Inc)
Notification of Certain Matters. (a) The Each of the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, other such party of the occurrence, or non-occurrencefailure to occur, of any event the occurrenceevent, which occurrence or non-occurrence, of which results in failure to occur would be likely to cause (a) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time, or (or, in the case of b) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent Company or Merger SubParent, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the foregoing, however, that the delivery of any notice pursuant to this Section 5.8 5.14 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Collegiate Pacific Inc)
Notification of Certain Matters. (a) The Company shall give prompt notice to ParentPurchaser, and Parent Purchaser shall give prompt notice to the Company, of (i) the occurrence, or non-occurrencefailure to occur, of any event the occurrenceevent, which occurrence or non-occurrence, of which results in failure would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time, and (or, in the case of ii) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent Company or Merger SubPurchaser, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; , provided, however, that the delivery of any notice pursuant to this Section 5.8 7.6 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Barringer Technologies Inc)
Notification of Certain Matters. (a) The Company and the Shareholders shall give prompt notice to ParentParent and Acquisition, and Parent and Acquisition shall give prompt notice to the CompanyCompany and the Shareholders, of (a) the occurrence, or non-occurrencefailure to occur, of any event the occurrence, that such party believes would be likely to cause any of its representations or non-occurrence, of which results in any representation or warranty warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (or, in the case of b) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent or Merger SubAcquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery failure to give such notice shall not constitute a waiver of any notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticedefense that may be validly asserted.
Appears in 1 contract
Notification of Certain Matters. (a) The Company shall give prompt notice to ParentPurchaser, and Parent Purchaser shall give prompt notice to the Company, of (i) the occurrence, or non-occurrencefailure to occur, of any event the occurrence, that such party believes would be likely to cause any of its representations or non-occurrence, of which results in any representation or warranty warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (or, in the case of ii) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent Purchaser or Merger Sub, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided. No such notice shall modify, however, that the delivery impair or constitute a waiver of any breach of any representation, warranty or covenant, including, without limitation, any such breach with respect to which such notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeis given.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cross Continent Auto Retailers Inc M&l)
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, occurrence or non-occurrence, occurrence of any event event, the occurrence, occurrence or non-occurrence, occurrence of which results in is likely to cause any representation or warranty of the Company and Parent or Amalgamation Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Initial Closing except as contemplated by this Agreement (or, in including the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectCompany Schedules) and (ii) any failure of the Company, Parent Company or Merger SubParent, 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 5.8 5.7 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Critical Path 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, or non-occurrence, of any event the occurrence, or non-occurrence, of which results in would be likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in any material respect this Agreement not to be complied with or satisfied and (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectii) and any failure of the Company, Parent Company or Merger SubParent, 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 5.8 5.14 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Daka International Inc)
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall will give prompt notice to the Company, and the Company will give prompt notice to the Parent, of the occurrence, or non-occurrencefailure to occur, of any event the occurrenceevent, which occurrence or non-occurrence, of which results in failure to occur would be reasonably likely to cause (a) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time, or (or, in the case of b) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Parent and Merger Sub or the Company, Parent or Merger Sub, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the above, however, that the delivery of any notice pursuant to this Section 5.8 shall section will not limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or the conditions to such party's obligation to consummate the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Eastern Enterprises)
Notification of Certain Matters. (a) The Company and Holdings shall give prompt notice to Parent, and Parent shall give prompt notice to the CompanyCompany and Holdings, of (i) the occurrence, occurrence or non-occurrence, occurrence of any event event, the occurrence, occurrence or non-occurrence, occurrence of which results in has caused or is likely to cause any representation or warranty of the Company and Holdings and the Principal Stockholder, and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectii) and any failure of the CompanyCompany and Holdings and the Principal Stockholder, Parent or Merger SubParent, 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 5.8 5.9 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such notice.. 5.10
Appears in 1 contract
Samples: Stock Purchase Agreement (Cypress Semiconductor Corp /De/)
Notification of Certain Matters. (a) 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, occurrence or non-occurrence, nonoccurrence of any event the occurrence, occurrence or non-occurrence, nonoccurrence of which results in would be likely to cause (A) any representation or warranty contained in this Agreement to be materially untrue or inaccurate or (B) any covenant, condition or agreement contained in any this Agreement not to be complied with or satisfied in all material respect respects and (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectii) and any failure of Parent or the Company, Parent or Merger 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 5.8 5.03 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. (a) The Company Company, on the one hand, and the Parent and the Acquirer, on the other hand, shall give prompt notice to Parent, and Parent shall give prompt written notice to the Company, other promptly after becoming aware of (i) the occurrence, occurrence or non-occurrence, occurrence of any event the occurrence, whose occurrence or non-occurrence, of which results occurrence could reasonably be expected to result in any representation or warranty made by such party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date or (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectii) and any failure of the Company or any officer, director, employee or agent of the Company, Parent or Merger 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 them hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.8 4.11 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeParent and/or the Acquirer.
Appears in 1 contract
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, occurrence or non-occurrence, occurrence of any event event, the occurrence, occurrence or non-occurrence, occurrence of which results in is likely to cause any representation or warranty of the Company and Parent or Merger Sub, 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 (or, in including the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectCompany Disclosure Letter) and (ii) any failure of the Company, Parent Company or Merger SubParent, 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 5.8 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) the occurrence, occurrence or non-occurrence, occurrence of any event the occurrence, or non-occurrence, of which results in that is likely to cause any representation or warranty of the Company and Parent or Merger Sub, 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 (or, in including the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectCompany Schedules) and (b) any failure of the Company, Parent Company or Merger SubParent, 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 5.8 5.5 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such noticenotice or affect the representations, warranties, covenants or agreements of the parties or conditions to the obligation of the parties under this Agreement.
Appears in 1 contract
Notification of Certain Matters. (a) 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, of any event the occurrence, or non-occurrence, of which results in could reasonably be expected to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in any material respect this Agreement not to be complied with or satisfied and (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectii) and any failure of Parent or the Company, Parent or Merger 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 5.8 5.03 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. (a) 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, occurrence of any event the occurrence, or non-occurrence, of which results in is likely to cause any representation or warranty of the Company, on 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 (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectii) and any failure of the Company, Parent Company or Merger SubParent, 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; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.8 6.7 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such notice.
Appears in 1 contract
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, occurrence or non-occurrence, occurrence of any event event, the occurrence, occurrence or non-occurrence, occurrence of which results in is likely to cause any representation or warranty of the Company and Parent or Merger Sub, 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 their Agreement (or, in including the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectCompany Schedules) and (ii) any failure of the Company, Parent Company or Merger SubParent, 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 5.8 5.9 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Informix 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, occurrence or non-occurrence, occurrence of any event the occurrence, or non-occurrence, of which results in is likely to cause any representation or warranty of the Company and Parent or Merger Sub, 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 (or, in including the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectCompany Schedules) and (ii) any failure of the Company, Parent Company or Merger SubParent, 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 5.8 5.10 shall not limit or otherwise affect the any remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Peregrine Systems Inc)
Notification of Certain Matters. (a) 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, of any event the occurrence, or non-occurrence, of which results in would be likely to cause (x) any representation or warranty of it contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in any material respect this Agreement not to be complied with or satisfied and (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectii) and any failure of Parent or the Company, Parent or Merger 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 5.8 5.02 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. (a) The Company shall give prompt notice to ParentParent and Acquisition Corp., and Parent and Acquisition Corp. shall give prompt notice to the Company, of (i) the occurrence, or non-occurrencefailure to occur, of any event the occurrence, that such party believes would be likely to cause any of its representations or non-occurrence, of which results in any representation or warranty warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (or, in the case of ii) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent or Merger SubAcquisition Corp., as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery failure to give such notice shall not constitute a waiver of any notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticedefense that may be validly asserted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Savvis Communications Corp)
Notification of Certain Matters. (a) 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, occurrence or non-occurrence, nonoccurrence of any event the occurrence, occurrence or non-occurrence, nonoccurrence of which results in would be likely to cause (A) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (orB) any covenant, condition or agreement contained in the case of any representation this Agreement not to be complied with or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate satisfied in any respectmaterial respect and (ii) and any failure of Parent or the Company, Parent or Merger 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 5.8 5.03 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. (a) The Company shall give prompt notice to ParentParent and Newco, and Parent and Newco shall give prompt notice to the Company, of (a) the occurrence, or non-occurrencefailure to occur, of any event the occurrence, that such Party believes would be likely to cause any of its representations or non-occurrence, of which results in any representation or warranty warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (or, in the case of b) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent or Merger SubNewco, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any such -------- ------- notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party Party receiving such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Steag Electronic Systems GMBH)
Notification of Certain Matters. (a) The Company shall give prompt notice to ParentParent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or non-occurrencefailure to occur, of any event the occurrence, that such party believes would be likely to cause any of its representations or non-occurrence, of which results in any representation or warranty warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (or, in the case of ii) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent or Merger SubAcquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery failure to give such notice shall not constitute a waiver of any notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticedefense that may be validly asserted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Team America Corporation)
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, occurrence of any event event, the occurrence, occurrence or non-occurrence, occurrence of which results in (A) it has actual knowledge of and (B) would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (or, in the case of ii) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Company or Parent (or Merger SubPurchaser or Interlab), 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 5.8 5.4 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which results in any representation or warranty contained in this Agreement to be being untrue or inaccurate in any material respect (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then being untrue or inaccurate in any respect) and any failure of the Company, Parent or Merger SubAcquiror, 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 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. (a) 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, or non-occurrence, of any event the occurrence, or non-occurrence, of which results in would be likely to cause (A) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (orB) any covenant, condition or agreement contained in the case of any representation this Agreement not to be complied with or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respectsatisfied; and (ii) and any failure of Parent or the Company, Parent or Merger 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 5.8 5.14 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. (a) The Company shall give prompt notice (which notice shall state that it is delivered pursuant to Parent, Section 5.07 of this Agreement) in writing to Parent and Parent shall give prompt notice in writing to the Company, of (i) the occurrence, or non-occurrencefailure to occur, of any event the occurrence, which occurrence or non-occurrence, of which results in failure would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement through the Effective Time and (or, in the case of ii) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent Company or Merger SubParent, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.8 no such notification shall not limit or otherwise affect the remedies available hereunder representations or warranties of the parties or the conditions to the party receiving such noticeobligations of the parties hereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Golden Acquisition Corp)
Notification of Certain Matters. (a) The Company shall give prompt notice to ParentParent and Newco, and Parent and Newco shall give prompt notice to the Company, of (i) the occurrence, or non-occurrencefailure to occur, of any event the occurrence, that such Party believes would be likely to cause any of its representations or non-occurrence, of which results in any representation or warranty warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (or, in the case of ii) any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any material failure of the Company, Parent or Merger SubNewco, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any such notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party Party receiving such notice.
Appears in 1 contract
