Common use of Certain Notifications Clause in Contracts

Certain Notifications. Between the date of this Agreement and the Effective Time, the Company shall promptly notify Parent and Purchaser of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement, including the Merger, (ii) any notice or communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, including the Merger, and (iii) any Action commenced or, to the Company’s knowledge, threatened against the Company or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.10 or which relates to the consummation of the transactions contemplated by this Agreement, including the Merger. Between the date of this Agreement and the Effective Time, Parent and Purchaser shall promptly notify the Company of any Action commenced or, to the knowledge of Parent or Purchaser, threatened against Parent or Purchaser which relates to the consummation of the transactions contemplated by this Agreement. Between the date of this Agreement and the Effective Time, each party shall promptly notify the other parties hereto in writing of (a) the occurrence, or nonoccurrence, of any event the occurrence, or nonoccurrence, of which would be likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (b) any failure of the Company, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.10 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notifications. Between the date of this Agreement hereof and the Effective Time, the Company shall promptly notify Parent and Purchaser Acquisition Sub of (i) any notice or other communication from any person Person alleging that the consent of such person Person is or may be required in connection with the transactions contemplated by this Agreementhereby, including if the Mergerfailure to obtain such consent would reasonably be expected to have a Company Material Adverse Effect, (ii) any notice or communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement, including the Merger, hereby and (iii) any Action action, suit, charge, complaint, grievance or proceeding commenced or, to the Company’s knowledgeKnowledge, threatened against the Company or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.10 3.13 or which relates to the consummation of the transactions contemplated by this Agreement, including the Mergerhereby. Between the date of this Agreement hereof and the Effective Time, Parent and Purchaser Acquisition Sub shall promptly notify the Company of any Action action, suit, charge, complaint, grievance or proceeding commenced or, to the knowledge Knowledge of Parent or PurchaserParent, threatened against Parent or Purchaser Acquisition Sub which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.9 or which relates to the consummation of the transactions contemplated by this Agreementhereby. Between the date of this Agreement hereof and the Effective Time, each party shall promptly notify the other parties hereto in writing after becoming aware of (a) the occurrence, or nonoccurrence, occurrence of any event the occurrencewhich will, or nonoccurrenceis reasonably likely to, of which would be likely result in the failure to cause (x) satisfy any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (b) any failure of the Company, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.10 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such noticeconditions specified in Article VI.

Certain Notifications. Between the date of this Agreement hereof and the Effective Time, the Company shall promptly notify Parent and Purchaser Acquisition Sub of (i) any notice or other communication from any person Person of which the Company has Knowledge alleging that the consent of such person Person is or may be required in connection with the transactions contemplated by this Agreement, including the Mergerhereby, (ii) any notice or communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement, including the Merger, hereby and (iii) any Action action, suit, charge, complaint, grievance or proceeding commenced or, to the Company’s knowledge's Knowledge, threatened against the Company or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.10 3.13 or which relates to the consummation of the transactions contemplated by this Agreement, including the Mergerhereby. Between the date of this Agreement hereof and the Effective Time, Parent and Purchaser Acquisition Sub shall promptly notify the Company of any Action action, suit, charge, complaint, grievance or proceeding commenced or, to the knowledge Knowledge of Parent or PurchaserAcquisition Sub, threatened against Parent or Purchaser which relates Acquisition Sub which, if pending on the date of this Agreement, would reasonably be expected to materially delay or impair the consummation of the transactions contemplated by this Agreementhereby. Between the date of this Agreement hereof and the Effective Time, each party shall promptly notify the other parties hereto in writing after becoming aware of (a) the occurrence, or nonoccurrence, occurrence of any event the occurrencewhich will, or nonoccurrenceis reasonably likely to, of which would be likely result in the failure to cause (x) satisfy any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (b) any failure of the Company, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderconditions specified in Article VI; provided, however, that the delivery of any notice pursuant to this Section 7.10 5.11 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notifications. Between the date of this Agreement hereof and the Effective Time, the Company shall promptly notify Parent and Purchaser Acquisition Sub of (i) any notice or other communication from any person Person alleging that the consent of such person Person is or may be required in connection with the transactions contemplated by this Agreementhereby, including other than where the Mergerfailure to obtain such consent could not reasonably be expected to have a Company Material Adverse Effect, (ii) any notice or communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement, including the Merger, hereby and (iii) any Action action, suit, charge, complaint, grievance or proceeding commenced or, to the Company’s knowledgeKnowledge, threatened against the Company or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.13 or which relates to the consummation of the transactions contemplated hereby. Between the date hereof and the Effective Time, Parent and Acquisition Sub shall promptly notify the Company of any action, suit, charge, complaint, grievance or proceeding commenced or, to the Knowledge of Parent or Acquisition Sub, threatened against Parent or Acquisition Sub which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.10 or which relates to the consummation of the transactions contemplated by this Agreement, including the Mergerhereby. Between the date of this Agreement and the Effective Time, Parent and Purchaser shall promptly notify the Company of any Action commenced or, to the knowledge of Parent or Purchaser, threatened against Parent or Purchaser which relates to the consummation of the transactions contemplated by this Agreement. Between the date of this Agreement hereof and the Effective Time, each party shall promptly notify the other parties hereto in writing after becoming aware of (a) the occurrence, or nonoccurrence, occurrence of any event the occurrencewhich will, or nonoccurrenceis reasonably likely to, of which would be likely result in the failure to cause (x) satisfy any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (b) any failure of the Company, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.10 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such noticeconditions specified in Article VI.

Certain Notifications. Between From the date of this Agreement and through the Effective TimeClosing Date (or, if earlier, the Company termination of this Agreement in accordance with Article VIII), each of Buyer and Seller shall promptly notify Parent and Purchaser keep the other party reasonably apprised of (i) any notice or other communication from any person alleging that the consent status of such person is or may be required in connection with the transactions contemplated by this Agreement, including the Merger, (ii) any notice or communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, including the Merger, and (iii) any Action commenced or, matters relating to the Company’s knowledge, threatened against the Company or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.10 or which relates to the consummation completion of the transactions contemplated by this Agreement, including hereby. Without limiting the Merger. Between the date of this Agreement and the Effective Time, Parent and Purchaser shall promptly notify the Company of any Action commenced or, to the knowledge of Parent or Purchaser, threatened against Parent or Purchaser which relates to the consummation of the transactions contemplated by this Agreement. Between the date of this Agreement and the Effective Timeforegoing, each party shall promptly notify give prompt written notice to the other parties hereto in writing party of (a) the occurrence, or nonoccurrencefailure to occur, of any event or the occurrence, existence of any condition that has caused or nonoccurrence, of which would could reasonably be likely to cause (x) any representation of its representations or warranty warranties contained in this Agreement to be untrue or inaccurate or (y) breached, in any covenant, condition or agreement contained in material respect at any time from and after the date of this Agreement not up to be complied with and including the Closing Date (except to the extent such representations and warranties are given as of a specified date or satisfied period and relate solely to such specific date or period and then as to such earlier date), (b) any failure of notice or other communication received by such party from any Governmental Authority or third party in connection with the transactions contemplated under this agreement or the Transaction Agreements, (c) any action, lawsuit, claim, proceeding or investigation that may be threatened, brought, asserted or commenced against the Company, Parent any of its Subsidiaries, Seller or PurchaserBuyer, as the case may be, that would have been listed in Schedule 2.23, 2.25 or 3.4, as the case may be, if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof and (d) any failure on its part to comply with or satisfy satisfy, any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Subject to Section 4.19, however, that the delivery of any notice no notification made pursuant to this Section 7.10 4.6 shall not cure any breach have the effect of any representation satisfying the conditions of Article VI or warranty requiring disclosure of such matter prior to the date VII of this Agreement Agreement, nor shall any such notification have any effect for the purpose of determining the right of Seller or otherwise limit Buyer to claim or affect the remedies available hereunder to the party receiving such noticeobtain indemnification under this Agreement.

Certain Notifications. Between At least five (5) Business Days, but not more than twenty (20) Business Days, prior to the date of this Agreement and Closing (or five (5) Business Days after request by the Effective TimeJPMP Entities or BBI in the event either such Purchaser elects to exercise the option pursuant to the Option Agreement), the Company shall promptly notify Parent and Purchaser of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement, including the Merger, (ii) any notice or communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, including the Merger, and (iii) any Action commenced or, to the Company’s knowledge, threatened against the Company or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.10 or which relates to the consummation of the transactions contemplated by this Agreement, including the Merger. Between the date of this Agreement and the Effective Time, Parent and Purchaser shall promptly notify the Company of any Action commenced or, to the knowledge of Parent or Purchaser, threatened against Parent or Purchaser which relates to the consummation of the transactions contemplated by this Agreement. Between the date of this Agreement and the Effective Time, each party shall promptly notify the other parties hereto Purchasers in writing of (a) the occurrence, or nonoccurrencefailure to occur, of any event the occurrenceevent, which occurrence or nonoccurrence, of which would failure to occur could be reasonably likely to cause (x) any representation or warranty by the Company contained in this Agreement to be untrue or inaccurate or in any material respect as if such representation and warranty were made at such time (yexcept for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and those representations and warranties which are made as of a specific date, which shall have been true and correct as of such date). The Company shall, in good faith, prepare such notice (each, a "Company Update Letter"), which shall describe in reasonable detail (i) any covenantevent or circumstance which has occurred or arisen, condition or agreement contained in this Agreement not is reasonably likely to be complied with occur or satisfied arise, after the date hereof and (b) any failure of has caused or is reasonably likely to cause the Company, Parent inaccuracy or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.10 shall not cure any a breach of any representation or warranty requiring disclosure made by the Company in this Agreement on the date hereof (each, a "Breached Representation"), (ii) the Breached Representation which will, or is reasonably likely to, be made inaccurate or be breached and (iii) a good faith estimate of the amount and composition of the Losses reasonably likely to arise out of, result from, or relate to such Breached Representation. The receipt or acceptance by the Purchasers of a Company Update Letter shall not constitute a waiver of any inaccuracy or breach of any representation or warranty made or to be made by the Company or prevent the Purchasers from exercising their rights to terminate this Agreement pursuant to Section 9.1(a)(iv)(A) or (v) at any time prior to the Closing. Further, the receipt or acceptance by the Purchasers of a Company Update Letter and the subsequent occurrence of a Closing shall not constitute a waiver of any Losses which arise out of, result from, or relate to any fact, circumstance or matter in existence, or event which had occurred, on or prior to the date hereof and which would have been required to be set forth or described in response to a representation or warranty made by the Company hereunder or which is necessary to correct or make the representations and warranties contained herein correct and complete as of this Agreement or otherwise limit or affect the remedies available hereunder date hereof. Notwithstanding anything to the party receiving such noticecontrary contained in this Section 8.10, in the event that at any time after the date hereof the Board's good faith estimate of the amount and composition of the Losses reasonably likely to arise out of, result from, or relate to Breached Representations equals or exceeds $3,500,000, the Company shall promptly prepare and deliver a Company Update Letter to the Purchasers.

Certain Notifications. Between the date of this Agreement hereof and the Effective Time, the Company shall promptly notify Parent and Purchaser Acquisition Sub of (i) any notice or other communication from any person Person alleging that the consent of such person Person is or may be required in connection with the transactions contemplated by this Agreementhereby, including other than where the Mergerfailure to obtain such consent could not reasonably be expected to have a Company Material Adverse Effect, (ii) any notice or communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement, including the Merger, hereby and (iii) any Action action, suit, charge, complaint, grievance or proceeding commenced or, to the Company’s knowledge's Knowledge, threatened against the Company or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.13 or which relates to the consummation of the transactions contemplated hereby. Between the date hereof and the Effective Time, Parent and Acquisition Sub shall promptly notify the Company of any action, suit, charge, complaint, grievance or proceeding commenced or, to the Knowledge of Parent or Acquisition Sub, threatened against Parent or Acquisition Sub which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.10 or which relates to the consummation of the transactions contemplated by this Agreement, including the Mergerhereby. Between the date of this Agreement and the Effective Time, Parent and Purchaser shall promptly notify the Company of any Action commenced or, to the knowledge of Parent or Purchaser, threatened against Parent or Purchaser which relates to the consummation of the transactions contemplated by this Agreement. Between the date of this Agreement hereof and the Effective Time, each party shall promptly notify the other parties hereto in writing after becoming aware of (a) the occurrence, or nonoccurrence, occurrence of any event the occurrencewhich will, or nonoccurrenceis reasonably likely to, of which would be likely result in the failure to cause (x) satisfy any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (b) any failure of the Company, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.10 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such noticeconditions specified in Article VI.

Certain Notifications. Between the date of this Agreement and the earlier of the Effective TimeTime or the date of termination of this Agreement pursuant to Article IX, each of the Company and Parent shall promptly promptly, upon Knowledge of the Company or Knowledge of Parent, as applicable, thereof, notify Parent and Purchaser the other of (i) any notice or other communication from any person Person alleging that the consent of such person Person is or may be required in connection with the transactions contemplated by this Agreement, including the Merger, (ii) any notice or communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement, including the Merger, Merger and (iii) any Action action or proceeding commenced or, to the Company’s knowledgeKnowledge of the Company or Parent, threatened against the Company or Parent or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.10 or their respective Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement, including the Merger. Between the date of this Agreement and the Effective Time, Parent and Purchaser shall promptly notify the Company of any Action commenced or, to the knowledge of Parent or Purchaser, threatened against Parent or Purchaser which relates to the consummation earlier of the transactions contemplated by this Agreement. Between Effective Time or the date of termination of this Agreement and the Effective Timepursuant to Article IX, each party shall promptly promptly, upon Knowledge thereof, notify the other parties hereto in writing of (a) the occurrence, or nonoccurrencenon-occurrence, of any event the occurrence, or nonoccurrencenon-occurrence, of which would be reasonably likely to cause (xi) any representation or warranty contained in this Agreement made by such party (A) in the case of any representation or warranty made by Parent or Merger Sub, to be untrue or inaccurate in any material respect and (B) in the case of any representation or warranty made by Company, to be untrue or inaccurate such that the condition set forth in clause (iii)(B) of Annex A would not be satisfied or (yii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied in any material respect and (b) any material failure of the Company, Parent Company or PurchaserParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.10 7.11 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notifications. Between the date of this Agreement and the earlier of the Effective TimeTime or the date of termination of this Agreement pursuant to Article IX, each of the Company and Parent shall promptly promptly, upon Knowledge thereof, notify Parent and Purchaser the other of (i) any notice or other communication from any person Person alleging that the consent of such person Person is or may be required in connection with the transactions contemplated by this Agreement, including the Merger, (ii) any notice or communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement, including the Merger, Merger and (iii) any Action action or proceeding commenced or, to the Company’s knowledgeKnowledge of the Company or Parent, threatened against the Company or Parent or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.10 or their respective Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement, including the Merger. Between the date of this Agreement and the Effective Time, Parent and Purchaser shall promptly notify the Company of any Action commenced or, to the knowledge of Parent or Purchaser, threatened against Parent or Purchaser which relates to the consummation earlier of the transactions contemplated by this Agreement. Between Effective Time or the date of termination of this Agreement and the Effective Timepursuant to Article IX, each party shall promptly promptly, upon Knowledge thereof, notify the other parties hereto in writing of (a) the occurrence, or nonoccurrencenon-occurrence, of any event the occurrence, or nonoccurrencenon-occurrence, of which would be reasonably likely to cause (xi) any representation or warranty contained in this Agreement made by such party (A) in the case of any representation or warranty made by Parent or Merger Sub, to be untrue or inaccurate in any material respect and (B) in the case of any representation or warranty made by Company, to be untrue or inaccurate such that the condition set forth in clause (c)(iii)(B) of Annex A would not be satisfied or (yii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied in any material respect and (b) any material failure of the Company, Parent Company or PurchaserParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.10 7.11 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notifications. Between the date of this Agreement and the Effective Time, each of the Company and Parent shall promptly notify Parent and Purchaser the other of (i) any notice or other communication from any person Person alleging that the consent of such person Person is or may be required in connection with the transactions contemplated by this Agreement, including the Merger, (ii) any notice or communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement, including the Merger, and (iii) any Action action or proceeding commenced or, to the Company’s knowledgeKnowledge of the Company or the Parent, threatened against the Company or Parent or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.10 5.7 or which relates to the consummation of the transactions contemplated by this Agreement, including the Merger. Between the date of this Agreement and the Effective Time, Parent and Purchaser shall promptly notify the Company of any Action commenced or, to the knowledge of Parent or Purchaser, threatened against Parent or Purchaser which relates to the consummation of the transactions contemplated by this Agreement. Between the date of this Agreement and the Effective Time, each party shall promptly upon knowledge thereof notify the other parties hereto in writing of (a) the occurrence, or nonoccurrencenon-occurrence, of any event the occurrence, or nonoccurrencenon-occurrence, of which would be likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (b) any failure of the Company, Parent Company or PurchaserParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.10 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.