Notification by Parent. During the Pre-Closing Period, Parent shall promptly notify the Company in writing of the discovery by Parent of: (i) any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by Parent in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by Parent in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of Parent; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 impossible or unlikely or that has had or would reasonably be expected to have a Material Adverse Effect on Parent.
Appears in 2 contracts
Sources: Merger Agreement (Cooper & Chyan Technology Inc), Merger Agreement (Cadence Design Systems Inc)
Notification by Parent. (a) During the Pre-Closing Period, the Parent shall promptly notify the Company company and IDP in writing of of:
(i) the discovery by the Parent of: (i) of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material an inaccuracy in or breach of any representation or warranty made by Parent in this Agreement; ;
(ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material an inaccuracy in or breach of any representation or warranty made by Parent in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ;
(iii) any material breach of any covenant or obligation of Parent; and and
(iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely or that has had or would reasonably be expected to have a Material Adverse Effect on Parentunlikely.
Appears in 1 contract
Sources: Merger Agreement (Imaginon Inc /De/)
Notification by Parent. During the Pre-Closing Period, Parent shall promptly notify the Company in writing of of:
(i) the discovery by Parent of: (i) of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a in any material respect an inaccuracy in or breach of any representation or warranty made by Parent in this Agreement; ;
(ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a in any material respect an inaccuracy in or breach of any representation or warranty made by Parent in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ;
(iii) any material breach of any covenant or obligation of Parent; and and
(iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely or that has had or would reasonably be expected to have a Material Adverse Effect on Parentunlikely.
Appears in 1 contract
Sources: Merger Agreement (Ditech Corp)