Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give such notice shall not constitute a waiver of any defense that may be validly asserted.
Appears in 6 contracts
Sources: Merger Agreement (International Telecommunication Data Systems Inc), Merger Agreement (Bisys Group Inc), Merger Agreement (Control Data Systems Inc)
Notification of Certain Matters. The Company shall give prompt written notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt written notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes which occurrence or failure to occur would be likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and or (iib) any material failure of the Company, Parent on the one hand, or AcquisitionMerger Sub or Parent, on the other hand, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, however, that failure no such notification shall affect the representations, warranties or agreements of the Parties or the conditions to give such notice shall not constitute a waiver of any defense that may be validly assertedthe performance by the Parties hereunder.
Appears in 5 contracts
Sources: Merger Agreement, Merger Agreement (Mod Pac Corp), Merger Agreement (Mod Pac Corp)
Notification of Certain Matters. The Company shall give prompt notice to Each of the Company, Parent and Acquisition, and Parent and Acquisition Sub shall give prompt notice to the Company, other such parties of (i) the occurrence, or failure to occur, of any event that such party believes event, which occurrence or failure to occur would be likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time and Time, or (iib) any material failure of the Company, Parent Parent, or Acquisition, Sub as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the foregoing, however, that failure the delivery of any notice pursuant to give such notice this Section shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Sources: Merger Agreement (Usa Networks Inc), Merger Agreement (Usa Networks Inc), Merger Agreement (Ticketmaster Group Inc)
Notification of Certain Matters. The Company shall give prompt notice to Each of the Company, Parent and Acquisition, and Parent and Acquisition Sub shall give prompt notice to the Company, other such parties of (i) the occurrence, or failure to occur, of any event that such party believes event, which occurrence or failure to occur would be likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time and Time, or (iib) any material failure of the Company, Parent Parent, or Acquisition, Sub as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the foregoing, however, that failure the delivery of any notice pursuant to give such notice this Section 5.11 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Sources: Merger Agreement (Ticketmaster), Merger Agreement (Usa Interactive), Merger Agreement (Usa Interactive)
Notification of Certain Matters. The Each of the Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, other such party of (i) the occurrence, or failure to occur, of any event that such party believes event, which occurrence or failure to occur would be likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time and Time, or (iib) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the foregoing, however, that failure the delivery of any notice pursuant to give such notice this Section 5.11 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Sources: Merger Agreement (Collegiate Pacific Inc), Merger Agreement (Expedia Inc), Merger Agreement (Usa Interactive)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionMerger Sub, and Parent and Acquisition or Merger Sub, as the case may be, shall give prompt notice to the Company, of (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes would be the occurrence, or non-occurrence, of which is likely to (a) to cause any representation or warranty of its representations or warranties such party contained in this Agreement to be untrue or inaccurate in any material respect at if made as of any time from the date hereof at or prior to the Effective Time and (iib) to result in any material failure of the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, such party at Closing to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.14 shall not constitute a waiver limit or otherwise affect the remedies available hereunder to any of any defense that may be validly assertedthe parties sending or receiving such notice.
Appears in 3 contracts
Sources: Merger Agreement (Gillette Co), Merger Agreement (Procter & Gamble Co), Merger Agreement (Procter & Gamble Co)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall will give prompt notice to the Company, and the Company will give prompt notice to Parent, of (i) the occurrence, or failure to occur, of any event that such party believes event, which occurrence or failure to occur would be reasonably likely to cause (a) any representation or warranty of its representations or warranties such party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time and Time, or (iib) any material failure of Parent and Sub or the Company, Parent or Acquisition, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the above, however, that failure the delivery of any notice pursuant to give this Section will not limit or otherwise affect the remedies available hereunder to the party receiving such notice shall not constitute a waiver of any defense that may be validly assertedor the conditions to such party's obligation to consummate the Merger.
Appears in 3 contracts
Sources: Merger Agreement (Millennium Pharmaceuticals Inc), Merger Agreement (Leukosite Inc), Merger Agreement (Millennium Pharmaceuticals Inc)
Notification of Certain Matters. The Company shall use its commercially reasonable efforts to give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall use its commercially reasonable efforts to give prompt notice to the Company, to the extent that either acquires actual knowledge of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes the occurrence or non-occurrence of which would be reasonably likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from as of the date hereof to or as of the Effective Time Closing Date and (ii) any material failure of Parent, Merger Sub or the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; , provided, however, that failure the delivery of any notice pursuant to give such notice this Section 6.10 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Sources: Merger Agreement, Agreement and Plan of Merger (Verizon Communications Inc), Merger Agreement (Mci Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) the occurrence, occurrence or failure to occur, nonoccurrence of any event that such party believes the occurrence or nonoccurrence of which would be likely to cause (A) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at or (B) any time from the date hereof covenant, condition or agreement contained in this Agreement not to the Effective Time be complied with or satisfied in any material respect and (ii) any material failure of Parent or the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.02 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Sources: Merger Agreement (Hub International LTD), Merger Agreement (Kaye Group Inc), Merger Agreement (Hub International LTD)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that the occurrence or non-occurrence of which would, if such party believes would representation or warranty were required to be made at such time, be likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent or AcquisitionPurchaser, as the case may be, or any officer, director, employee or agent thereof, to comply in all material respects with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this 51 47 Section 6.8 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Sources: Merger Agreement (Rohm & Haas Co), Merger Agreement (Morton Acquisition Corp), Merger Agreement (Rohm & Haas Co)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionBuyer, and Parent and Acquisition shall give prompt notice to the Company, of and the Company shall give prompt notice to Buyer, of: (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes the occurrence, or non-occurrence, of which would be likely to cause (A) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at or (B) any time from the date hereof covenant, condition or agreement contained in this Agreement not to the Effective Time be complied with or satisfied in any material respect; and (ii) any material failure of Buyer or the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunderhereunder in any material respect; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.11 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 3 contracts
Sources: Stock Purchase and Sale Agreement (Dsi Toys Inc), Stock Purchase and Sale Agreement (Mvii LLC), Stock Purchase and Sale Agreement (Mvii LLC)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company, Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Closing Date and (ii) any material failure of the Company, Parent or AcquisitionMerger Sub, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.9 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 3 contracts
Sources: Merger Agreement (Gasonics International Corp), Merger Agreement (Broadcom Corp), Strategic Alliance Agreement and Plan of Merger (Broadcom Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition Sub shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes of which it has knowledge, which occurrence or failure to occur would be likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time and Time, or (iib) any material failure of the Company, Company or Parent or Acquisitionand Sub, as the case may be, or of any officer, shareholder, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure under this Agreement. The delivery of any notice pursuant to give such notice this Section 6.10 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Sources: Merger Agreement (21st Century Telecom Group Inc), Merger Agreement (RCN Corp /De/)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.9 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Critical Path Inc), Agreement and Plan of Reorganization (Critical Path Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (iib) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give this Section 6.9 shall not limit or otherwise affect any remedies available to the party receiving such notice shall not constitute a waiver or affect the representations, warranties, covenants or agreements of any defense that may be validly assertedthe parties or conditions to the obligation of the parties under this Agreement.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Niku Corp), Agreement and Plan of Reorganization (Niku Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company, Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Closing Date; and (ii) any material failure of the Company, Parent or AcquisitionMerger Sub, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 6.8 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 2 contracts
Sources: Merger Agreement (Double Eagle Petroleum Co), Merger Agreement (Petrosearch Energy Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionPurchaser, and Parent and Acquisition or Purchaser, as the case may be, shall give prompt notice to the Company, of (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes would be the occurrence, or non-occurrence, of which is likely (a) to cause any representation or warranty of its representations or warranties such party contained in this Agreement to be untrue or inaccurate in any material respect at if made as of any time from the date hereof at or prior to the Effective Time and or (iib) to result in any material failure of the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder (including the Offer Conditions); provided, however, that failure the delivery of any notice pursuant to give such notice this Section 6.09 shall not constitute a waiver limit or otherwise affect the remedies available hereunder to any of any defense that may be validly assertedthe parties receiving such notice.
Appears in 2 contracts
Sources: Merger Agreement (Evraz Group S.A.), Merger Agreement (Claymont Steel Holdings, Inc.)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisitionthe Purchaser, and Parent and Acquisition the Purchaser shall give prompt notice to the Company, of (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes the occurrence or non-occurrence of which would be reasonably likely to cause (i) any representation or warranty of its representations the Company or warranties the Purchaser, as the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time and Closing or (ii) any material failure of the Company, Parent Company or Acquisitionthe Purchaser, as the case may be, or any officer, director, employee or agent thereof, to fail to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 4.04 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Sources: Share Purchase Agreement (Weichai America Corp.), Share Purchase Agreement (Power Solutions International, Inc.)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionNewco, and Parent and Acquisition Newco shall give prompt notice to the Company, of (ia) the occurrence, or failure to occur, of any event that such party Party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (iib) any material failure of the Company, Parent or AcquisitionNewco, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give the delivery of any such notice shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the Party receiving such notice.
Appears in 2 contracts
Sources: Merger Agreement (Tivoli Industries Inc), Merger Agreement (Targetti Sankey Spa)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes the occurrence or failure of which to occur would be likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and respect, or (iib) any material failure of the Company, on the one hand, or Parent or AcquisitionMerger Sub, on the other hand, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, however, that failure no such notification shall be deemed to give amend, modify or otherwise affect the representations or warranties of the Parties as set forth herein, the conditions to the performance by the Parties hereunder or the remedies available hereunder to the Party or Parties receiving such notice shall not constitute a waiver of any defense that may be validly assertednotice.
Appears in 2 contracts
Sources: Merger Agreement (Vectis Cp Holdings LLC), Merger Agreement (Critical Path Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent Parent, and Acquisition, Newco and Parent and Acquisition Newco shall give prompt notice to the Company, of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any fact, event that such party believes or circumstance whose occurrence or nonoccurrence would be likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and Time, or (iib) any material failure of the Company, Company or Parent or AcquisitionNewco, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 7.9 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Sources: Merger Agreement (Factory Card & Party Outlet Corp), Merger Agreement (Amscan Holdings Inc)
Notification of Certain Matters. The Company shall give prompt notice ------------------------------- to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice -------- ------- this Section 6.10 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Inktomi Corp), Agreement and Plan of Reorganization (Inktomi Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (iib) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give this Section 6.7 shall not limit or otherwise affect any remedies available to the party receiving such notice shall not constitute a waiver or affect the representations, warranties, covenants or agreements of any defense that may be validly assertedthe parties or conditions to the obligation of the parties under this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Niku Corp), Agreement and Plan of Reorganization (Niku Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company, Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Closing Date and (iib) any material failure of the Company, Parent or AcquisitionMerger Sub, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.9 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Safenet Inc), Merger Agreement (Broadcom Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company, Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Closing Date and (ii) any material failure of the Company, Parent or AcquisitionMerger Sub, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that failure the delivery of any notice pursuant to give such notice this SECTION 5.8 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 2 contracts
Sources: Merger Agreement (Kana Communications Inc), Merger Agreement (Kana Communications Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, non-occurrence of any event that such party believes the occurrence or non-occurrence of which would be likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Time, or is of the type which would be required to be disclosed under Section 3.08, and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.06 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Sources: Merger Agreement (In Home Health Inc /Mn/), Merger Agreement (Manor Care Inc)
Notification of Certain Matters. The Holdings and the Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to Holdings and the Company, of (i) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of Holdings, the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give such notice shall not constitute a waiver of any defense that may be validly asserted.
Appears in 2 contracts
Sources: Merger Agreement (Intuit Inc), Merger Agreement (Intuit Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionNewco, and Parent and Acquisition Newco shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party Party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent or AcquisitionNewco, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give the delivery of any such notice shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the Party receiving such notice.
Appears in 2 contracts
Sources: Merger Agreement (Amdahl Corp), Merger Agreement (Fujitsu LTD/Jp/)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionAcquiror, and Parent and Acquisition Acquiror shall give prompt notice to the Company, of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company or warranties Acquiror, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Closing Date and (iib) any material failure of the Company, Parent Company or AcquisitionAcquiror, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that failure the delivery of any notice pursuant to give such notice this Section 6.8 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 2 contracts
Sources: Merger Agreement (Valueclick Inc/Ca), Merger Agreement (Valueclick Inc/Ca)
Notification of Certain Matters. The Each of the Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, other party of (i) the occurrence, or failure to occur, of any event that such party believes event, which occurrence or failure to occur would be reasonably likely to cause (a) any of its representations representation or warranties warranty made by the Company or Parent, as the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time and Time, or (iib) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the foregoing, however, that failure the delivery of any notice pursuant to give such notice this Section 5.11 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Sources: Merger Agreement (Fidelity National Information Solutions Inc), Merger Agreement (Fidelity National Financial Inc /De/)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, non-occurrence of any event that such party believes event, the occurrence or non- occurrence of which (A) it has actual knowledge of and (B) would be likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time and (ii) any material failure of the Company, Company or Parent (or AcquisitionPurchaser), as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.5 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Sources: Merger Agreement (Delco Remy International Inc), Merger Agreement (Citigroup Inc)
Notification of Certain Matters. The Each of the Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, other party of (i) the occurrence, or failure to occur, of any event that such party believes event, which occurrence or failure to occur would be likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time and Time, or (iib) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the foregoing, however, that failure the delivery of any notice pursuant to give such notice this Section 5.11 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 2 contracts
Sources: Merger Agreement (Hotels Com), Merger Agreement (Usa Interactive)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, non-occurrence of any event that such party believes event, the occurrence or non-occurrence of which (A) it has actual knowledge of and (B) would be likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time and (ii) any material failure of the Company, Company or Parent (or AcquisitionPurchaser or Interlab), as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.4 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionPurchaser, and Parent and Acquisition Purchaser shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes event, which occurrence or failure would be likely to cause any representation or warranty of its representations or warranties such party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time Time, and (ii) any material failure of the Company, Parent Company or AcquisitionPurchaser, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; , provided, however, that failure the delivery of any notice pursuant to give such notice this Section 7.6 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt ------------------------------- notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the (A) Company or warranties the Principal Shareholder or (B) Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.14 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes the occurrence, or non-occurrence, of which would be likely to cause (x) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in any material respect at any time from the date hereof this Agreement not to the Effective Time be complied with or satisfied and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.14 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall use all ------------------------------- reasonable efforts to give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.9 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Sources: Merger Agreement (Critical Path Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of of: (ia) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement; and (iib) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give this Section 6.10 shall not limit or otherwise affect any remedies available to the party receiving such notice shall not constitute a waiver or affect the representations, warranties, covenants or agreements of any defense that may be validly assertedthe parties or conditions to the obligation of the parties under this Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Zapworld Com)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (iib) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give this Section 6.11 shall not limit or otherwise affect any remedies available to the party receiving such notice shall not constitute a waiver or affect the representations, warranties, covenants or agreements of any defense that may be validly assertedthe parties or conditions to the obligation of the parties under this Agreement.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by their Agreement (including the Company Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.10 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Sources: Merger Agreement (Baan Co N V)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall will give prompt notice to the Company, and the Company will give prompt notice to the Parent, of (i) the occurrence, or failure to occur, of any event that such party believes event, which occurrence or failure to occur would be reasonably likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time and Time, or (iib) any material failure of the Parent and Merger Sub or the Company, Parent or Acquisition, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the above, however, that failure the delivery of any notice pursuant to give this section will not limit or otherwise affect the remedies available hereunder to the party receiving such notice shall not constitute a waiver of any defense that may be validly assertedor the conditions to such party's obligation to consummate the Merger.
Appears in 1 contract
Notification of Certain Matters. The Company and Holdings shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the CompanyCompany and Holdings, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which has caused or is likely to cause any representation or warranty of its representations or warranties the Company and Holdings and the Principal Stockholder, and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time and (ii) any material failure of the CompanyCompany and Holdings and the Principal Stockholder, Parent or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.9 shall not constitute a waiver of limit or otherwise affect any defense that may be validly asserted.remedies available to the party receiving such notice. 5.10
Appears in 1 contract
Sources: Stock Purchase Agreement (Cypress Semiconductor Corp /De/)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) the occurrence, occurrence or failure to occur, nonoccurrence of any event that such party believes the occurrence or nonoccurrence of which would be likely to cause (A) any of its representations representation or warranties warranty contained in this Agreement to be materially untrue or inaccurate or (B) any covenant, condition or agreement contained in any this Agreement not to be complied with or satisfied in all material respect at any time from the date hereof to the Effective Time respects and (ii) any material failure of Parent or the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.03 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (iib) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give this Section 5.13 shall not limit or otherwise affect any remedies available to the Party receiving such notice shall not constitute a waiver or affect the representations, warranties, covenants or agreements of any defense that may be validly assertedthe Parties or conditions to the obligation of the Parties under this Agreement.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionAcquirer, and Parent and Acquisition Acquirer shall give prompt notice to the Company, of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company or warranties Acquirer, respectively, contained in this ASSET PURCHASE AGREEMENT Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Closing Date and (iib) any material failure of the Company, Parent Company or AcquisitionAcquirer, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.4 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company, Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Closing Date and (ii) any material failure of the Company, Parent or AcquisitionMerger Sub, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that failure the delivery of any notice pursuant to give such notice this Section 5.8 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Sources: Merger Agreement (Netzero Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes the occurrence or failure of which to occur would be likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and respect, or (iib) any material failure of the Company, on the one hand, or Parent or AcquisitionMerger Sub, on the other hand, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; providedPROVIDED, howeverHOWEVER, that failure no such notification shall be deemed to give amend, modify or otherwise affect the representations or warranties of the Parties as set forth herein, the conditions to the performance by the Parties hereunder or the remedies available hereunder to the Party or Parties receiving such notice shall not constitute a waiver of any defense that may be validly assertednotice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company, Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Closing Date and (ii) any material failure of the Company, Parent or AcquisitionMerger Sub, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.8 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Sources: Merger Agreement (Broadcom Corp)
Notification of Certain Matters. The Each Company and each Holder shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to each of the Company, Companies and to each Holder of (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes the occurrence, or non-occurrence, of which would be likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time inaccurate, and (ii) any material failure of the such Company, Parent or AcquisitionMerger Sub, as the case may be, or any officer, director, employee or agent thereof, materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or him hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company, Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from as of the date hereof to the Effective Time of this Agreement and (iib) any material failure of the Company, Parent or AcquisitionMerger Sub, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.9 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Sources: Merger Agreement (Ndchealth Corp)
Notification of Certain Matters. The Company shall give prompt notice to Ultimate Parent, Parent and or Acquisition, and Ultimate Parent, Parent and or Acquisition shall give prompt notice to the Company, as the case may be, of (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes the respective occurrence, or non-occurrence, of which would cause, or would be reasonably likely to cause cause, any representation or warranty of its representations or warranties such person contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Ultimate Parent, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 6.6 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Sources: Merger Agreement (Techforce Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations or warranties the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 6.10 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Adept Technology Inc)
Notification of Certain Matters. The Company and the Shareholders shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the CompanyCompany and the Shareholders, of (ia) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (iib) any material failure of the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give such notice shall not constitute a waiver of any defense that may be validly asserted.
Appears in 1 contract
Sources: Merger Agreement (Bisys Group Inc)
Notification of Certain Matters. The Company shall give prompt notice ------------------------------- to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be likely to event, the occurrence or non-occurrence of which may cause any representation or warranty of its representations or warranties the Company and the Members, on the one hand, and Parent on the other, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time and (ii) any material failure of the Company, Parent each Member or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any -------- ------- notice pursuant to give such notice this Section 5.12 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionCubist, and Parent and Acquisition Cubist shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non- occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company, Cubist or warranties Acquisition Sub respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Closing Date and (ii) any material failure of the Company, Parent Cubist or Acquisition, Acquisition Sub as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.8 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that failure the delivery of any notice pursuant to give such notice this Section 5.10 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes the occurrence, or non-occurrence, of which would be likely to cause (x) any representation or warranty of its representations or warranties it contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in any material respect at any time from the date hereof this Agreement not to the Effective Time be complied with or satisfied and (ii) any material failure of Parent or the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.02 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Sources: Merger Agreement (Getty Images Inc)
Notification of Certain Matters. The Company shall give prompt ------------------------------- notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company or warranties the Principal Shareholders and Parent or Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time and (ii) any material failure of the Company, Company or Parent (or AcquisitionSub), as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.8 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Failure Group Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisitionthe Parent, and the Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, nonoccurrence of any event that known to such party believes the occurrence or non-occurrence of which would be likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure failure, and the occurrence of any event that is reasonably likely to cause a failure, of the Company, the Parent or Acquisitionthe Purchaser, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that failure the delivery of any notice pursuant to give such notice this Section 5.5 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Kaynar Technologies Inc)
Notification of Certain Matters. The Company shall give prompt written notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt written notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be which is likely to cause any representation or warranty of its representations the Company, on the one hand, or warranties Parent or Merger Sub, on the other hand, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereofapplicable, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that failure the delivery of any notice pursuant to give such notice this Section 6.7 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt ------------------------------- notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by their Agreement (including the Company Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.10 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Inktomi Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied 42 50 by it hereunder; provided, however, that failure to give such notice shall not constitute a waiver of any defense that may be validly asserted.
Appears in 1 contract
Sources: Merger Agreement (Bisys Group Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company, Parent, BVI, Acquisition Sub or warranties CDN2 , respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Closing Date and (ii) any material failure of the Company, Parent Parent, BVI, Acquisition Sub or AcquisitionCDN2, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.8 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionMerger Sub, and Parent and Acquisition or Merger Sub, as the case may be, shall give prompt notice to the Company, of (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes would be the occurrence, or non-occurrence, of which is likely (a) to cause any representation or warranty of its representations or warranties such party contained in this Agreement to be untrue or inaccurate in any material respect at if made as of any time from the date hereof at or prior to the Effective Time and (iib) to result in any material failure of the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.8 shall not constitute a waiver limit or otherwise affect the remedies available hereunder to any of any defense that may be validly assertedthe parties sending or receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Amalgamation Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Initial Closing except as contemplated by this Agreement (including the Company Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.7 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Sources: Merger Agreement (Critical Path Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionAcquisition Corp., and Parent and Acquisition Corp. shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent or AcquisitionAcquisition Corp., as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give such notice shall not constitute a waiver of any defense that may be validly asserted.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Savvis Communications Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) the occurrence, occurrence or failure to occur, nonoccurrence of any event that such party believes the occurrence or nonoccurrence of which would be likely to cause (A) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at or (B) any time from the date hereof covenant, condition or agreement contained in this Agreement not to the Effective Time be complied with or satisfied in any material respect and (ii) any material failure of Parent or the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.03 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Sources: Merger Agreement (SDL Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionNewco, and Parent and Acquisition Newco shall give prompt notice to the Company, of (ia) the occurrence, or failure to occur, of any event that such party Party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (iib) any material failure of the Company, Parent or AcquisitionNewco, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give the delivery of any such -------- ------- notice shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the Party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give such notice shall not constitute a waiver of any defense that may be validly asserted.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice ------------------------------- to Parent and AcquisitionAcquiror, and Parent and Acquisition Acquiror shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations or warranties the Company and Acquiror, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionAcquiror, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.8 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Context Integration Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of and the Company shall give prompt notice to Parent, of: (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes the occurrence, or non-occurrence, of which would be likely to cause (A) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at or (B) any time from the date hereof covenant, condition or agreement contained in this Agreement not to the Effective Time be complied with or satisfied; and (ii) any material failure of Parent or the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.14 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Sources: Merger Agreement (Rorie Margaret S)
Notification of Certain Matters. The Company shall give prompt ------------------------------- notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.9 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (International Network Services)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or 30 37 inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give such notice shall not constitute a waiver of any defense that may be validly asserted.
Appears in 1 contract
Sources: Merger Agreement (Amdocs LTD)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company or warranties Parent and Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Disclosure Schedule) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give such notice shall not constitute a waiver the delivery of any defense that may be validly asserted.notice pursuant to this
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Sirenza Microdevices Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, which is likely (a) to cause any representation or warranty of its representations or warranties such party contained in this Agreement (disregarding any materiality qualification contained therein) to be untrue or inaccurate in any material respect at any time from the date hereof to if made as of the Effective Time and so that the Closing condition in Section 6.02(a) or 6.03(a), as applicable, would not be satisfied or (iib) to result in any material failure of the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.10 shall not constitute a waiver limit or otherwise affect the remedies available hereunder to any of any defense that may be validly assertedthe parties receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, occurrence of any event that such party believes which would be likely to cause (i) any of its representations representation or warranties warranty made by such Person contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and respect; or (ii) any material covenant, condition or agreement made by such Person contained in this Agreement not to be complied with or satisfied; or (iii) any failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, provided that failure the delivery of any notice pursuant to give such notice this SECTION 5.9 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Each of Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, other of (i) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, (ii) the occurrence, or failure to occurnon-occurrence, of any event that such party believes the occurrence, or non-occurrence, of which would be reasonably likely to cause any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (iiiii) any material failure of the Company, Parent or AcquisitionNewco, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.07 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Sources: Amalgamation Agreement (Exel LTD)
Notification of Certain Matters. The Each of the Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, other such party of (i) the occurrence, or failure to occur, of any event that such party believes event, which occurrence or failure to occur would be likely to cause (a) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time and Time, or (iib) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the foregoing, however, that failure the delivery of any notice pursuant to give such notice this Section 5.14 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that failure to give such notice shall not constitute a waiver of any defense that may be validly asserted.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice as promptly as practicable to Parent and AcquisitionAcquisition Sub, and Parent and Acquisition Sub shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent or AcquisitionAcquisition Sub, as the case may be, or any officer, director, employee employee, representative or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; , provided, however, that failure to give such notice shall not constitute a waiver of any defense that may be validly asserted.
Appears in 1 contract
Notification of Certain Matters. The Company shall use reasonable efforts to give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall use reasonable efforts to give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company or warranties Parent and Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by their Agreement (including the Company Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.8 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Sanctuary Woods Multimedia Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Disclosure Letter) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.8 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes would the occurrence, or non-occurrence, of which could reasonably be likely expected to cause (x) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in any material respect at any time from the date hereof this Agreement not to the Effective Time be complied with or satisfied and (ii) any material failure of Parent or the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.03 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Sources: Merger Agreement (Bcom3 Group Inc)
Notification of Certain Matters. The Company Company, on the one hand, and the Parent and the Acquirer, on the other hand, shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt written notice to the Company, other promptly after becoming aware of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that whose occurrence or non-occurrence could reasonably be expected to result in any representation or warranty made by such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and Closing Date or (ii) any material failure of the Company, Parent or Acquisition, as the case may be, Company or any officer, director, employee or agent thereofof the Company, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it them hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 4.11 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the Parent and/or the Acquirer.
Appears in 1 contract
Sources: Merger Agreement (Bel Fuse Inc /Nj)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes the occurrence, or non-occurrence, of which would be likely to cause (x) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in any material respect at any time from the date hereof this Agreement not to the Effective Time be complied with or satisfied; and (ii) any material failure or inability of Parent or the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.03 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Sources: Merger Agreement (DemandTec, Inc.)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by their Agreement (including the Company Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.9 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Informix Corp)
Notification of Certain Matters. The Company shall give prompt ------------------------------- notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.8 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Summit Design Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionAcquirer, and Parent and Acquisition Acquirer shall give prompt notice to the Company, of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations the Company or warranties Acquirer, as the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time Closing Date and (iib) any material failure of the Company, Parent Company or AcquisitionAcquirer, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.5 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Sources: Asset Purchase Agreement (Atheros Communications Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be or group of the foregoing, the occurrence or non-occurrence of which is likely to cause any representation or warranty of its representations or warranties the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Disclosure Schedules) and (ii) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.7 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Sources: Merger Agreement (Peoplesoft Inc)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (ia) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be is likely to cause any representation or warranty of its representations the Company and Parent or warranties Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time except as contemplated by this Agreement (including the Company Schedules) and (iib) any material failure of the Company, Parent Company or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give this Section 5.5 shall not limit or otherwise affect any remedies available to the party receiving such notice shall not constitute a waiver or affect the representations, warranties, covenants or agreements of any defense that may be validly assertedthe parties or conditions to the obligation of the parties under this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Niku Corp)
Notification of Certain Matters. The Company shall give prompt notice to Parent and AcquisitionPurchaser, and Parent and Acquisition Purchaser shall give prompt notice to the Company, of (i) the occurrence, or failure to occur, of any event that such party believes would be likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) any material failure of the Company, Parent Purchaser or AcquisitionMerger Sub, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give . No such notice shall not modify, impair or constitute a waiver of any defense that may be validly assertedbreach of any representation, warranty or covenant, including, without limitation, any such breach with respect to which such notice is given.
Appears in 1 contract
Sources: Merger Agreement (Cross Continent Auto Retailers Inc M&l)
Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of and the Company shall give prompt notice to Parent, of:
(i) the occurrence, or failure to occurnon-occurrence, of any event that such party believes the occurrence, or non-occurrence, of which would be likely to cause (A) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at or (B) any time from the date hereof covenant, condition or agreement contained in this Agreement not to the Effective Time be complied with or satisfied; and (ii) any material failure of Parent or the Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this Section 5.14 shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract
Sources: Current Report
Notification of Certain Matters. The Company shall give prompt ------------------------------- notice to Parent and AcquisitionParent, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes would be likely to event, the occurrence or non-occurrence of which may cause any representation or warranty of its representations or warranties the Company and the Members, on the one hand, and Parent on the other, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof or prior to the Effective Time and (ii) any material failure of the Company, Parent each Member or AcquisitionParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any -------- ------- notice pursuant to give such notice this Section 5.12 shall not constitute a waiver of limit or otherwise affect any defense that may be validly assertedremedies available to the party receiving such notice.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)
Notification of Certain Matters. The Company and each Shareholder shall give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, Purchasers promptly after becoming aware of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event that such party believes whose occurrence or non-occurrence would be likely to cause either (A) any of its representations representation or warranties warranty contained in this Agreement to be untrue or inaccurate on the Closing Date or (B) any condition set forth in Article VI to be unsatisfied in any material respect at any time from on the date hereof to the Effective Time Closing Date and (ii) any material failure of any Shareholder or the Company, Parent or Acquisition, as the case may be, Company or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure the delivery of any notice pursuant to give such notice this section shall not constitute a waiver of any defense that may be validly assertedlimit or otherwise affect the remedies available hereunder to the party receiving such notice.
Appears in 1 contract