Common use of Notice of Certain Matters Clause in Contracts

Notice of Certain Matters. The Company and Parent will give written prompt notice to the other of: (a) any fact, event or circumstance known to it that (i) is reasonably likely, individually or taken together with all other facts, events and circumstances known to it, to result in any Company Material Adverse Effect or Parent Material Adverse Effect with respect to it or (ii) would cause or constitute a material breach of any of its representations, warranties, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE VII to be satisfied, (b) the receipt of any (i) written notice from any third Person alleging that the consent or approval of such Person is or may be required in connection with the Merger and the Transactions or (ii) any notice or other communication from any Governmental Entity in connection with the Transactions, or (c) any Legal Proceeding commenced or, to its Knowledge, threatened against a party hereto, or relating to or involving the Company, Parent or any of their respective Subsidiaries that, relate to the Merger or other Transactions. No notification given pursuant to this Section 6.11 shall affect the representations, warranties, covenants or other agreements herein or affect the satisfaction or non-satisfaction of any conditions to the obligations of the parties hereto under this Agreement or otherwise limit or affect the remedies available hereunder to the parties, and any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.11 or the failure of any condition set forth in Section 7.2 or Section 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independent result in a failure of the conditions set forth in Section 7.2 or Section 7.3 to be satisfied

Notice of Certain Matters. The Company and Parent Each party will give written prompt notice to notify the other party in writing promptly after learning of: (ai) any fact, event notice or circumstance known to it that (i) is reasonably likely, individually or taken together with all other facts, events and circumstances known to it, to result in any Company Material Adverse Effect or Parent Material Adverse Effect with respect to it or (ii) would cause or constitute a material breach of any of its representations, warranties, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE VII to be satisfied, (b) the receipt of any (i) written notice communication from any third Person alleging that the consent or approval of such Person is or may be required in connection with the Merger and the Transactions or Merger; (ii) any notice or other communication from any Governmental Entity in connection with the TransactionsMerger; (iii) any action, suit, arbitration, mediation, proceeding, claim or investigation by or before any Governmental Entity or arbitrator initiated by or against it or any of its Subsidiaries, or (c) known by it or any Legal Proceeding commenced or, of its Subsidiaries to its Knowledge, be threatened against a party hereto, it or relating to or involving the Company, Parent any of its Subsidiaries or any of their respective Subsidiaries thatdirectors, relate officers, employees or shareholders in their capacity as such, or of any oral or written correspondence from any Person asserting or implying a claim against it or with respect to any of its assets or properties (including Intellectual Property) that is, or is reasonably likely to be, material to the Merger Company and its Subsidiaries, taken as a whole; (iv) any change, occurrence or event which is reasonably likely to cause any of the conditions to closing set forth in Article VIII not to be satisfied; (v) any claim, or any written inquiry by any Taxing authority, regarding a material deficiency to pay Taxes payable by the Company; or (vi) any event that occurs after the date of this Agreement, that had it occurred prior to the date of this Agreement, would have constituted a material exception to the representation set forth in Section 5.6(e). Each party shall give prompt notice to the other Transactions. No party of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification given pursuant to this Section 6.11 shall affect the representations, warranties, covenants or other agreements of the parties herein or affect the satisfaction or non-satisfaction of any conditions to the obligations of the parties hereto under this Agreement or otherwise limit or affect the remedies available hereunder to the parties, and any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.11 or the failure of any condition set forth in Section 7.2 or Section 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independent result in a failure of the conditions set forth in Section 7.2 or Section 7.3 to be satisfiedhereunder.

Notice of Certain Matters. The From the date of this Agreement through the Closing Date, (a) Purchaser and the Company (or behalf of the Company and Parent will Stockholders) each shall give written prompt notice to the other of: of (ai) the occurrence, or failure to occur, of any event, fact, development or circumstance the occurrence or failure of which would be reasonable likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate, or that breaches or is reasonably likely to breach or result in a breach of any covenant or agreement set forth in this Agreement, and (ii) any failure on its part to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; and (b) the Company (or behalf of the Company and Stockholders) shall give prompt notice to Purchaser of (i) any fact, circumstance, event or circumstance known to it that (i) is action the existence, occurrence or taking of which has had, or could reasonably likely, individually or taken together with all other facts, events and circumstances known to it, to result in any Company Material Adverse Effect or Parent Material Adverse Effect with respect to it or (ii) would cause or constitute a material breach of any of its representations, warranties, covenants or agreements contained herein that reasonably could be expected to give risehave, individually or in the aggregate, to a material adverse effect on the failure of a condition in ARTICLE VII to be satisfiedCompany, (bii) the receipt of any (i) written notice or other communication from any third Person alleging that the consent or approval Consent of such Person is or may be required in connection with the Merger and the Transactions or transactions contemplated hereby, (iiiii) any notice or other communication from any Governmental Entity Authority in connection with the Transactionstransactions contemplated hereby, or and (civ) any Legal Proceeding Proceedings commenced or, to its Knowledgethe knowledge of the Company or Stockholders, threatened against a party heretoagainst, or relating to or involving or otherwise affecting the Companyassets, Parent properties, business or any affairs of their respective Subsidiaries that, relate the Company or that otherwise relates to the consummation of the Merger and the other transactions contemplated hereby. Purchaser’s receipt of any notice or other Transactions. No notification given information pursuant to this Section 6.11 5.7 shall affect the representationsnot operate as a waiver or otherwise affect, warrantiesamend or supplement, covenants any representation, warranty, covenant or other agreements herein agreement given or affect the satisfaction or non-satisfaction of any conditions to the obligations of the parties hereto made by Stockholder under this Agreement or otherwise limit or affect the remedies available hereunder to the parties, and any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.11 or the failure of any condition set forth in Section 7.2 or Section 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independent result in a failure of the conditions set forth in Section 7.2 or Section 7.3 to be satisfiedAgreement.

Notice of Certain Matters. The Company and Parent will Subject to applicable Law, each Party shall give written prompt notice to the other of: Party of (a) the occurrence or non-occurrence of any fact, event that has resulted or circumstance known to it that (i) is would reasonably likely, individually or taken together with all other facts, events and circumstances known to it, be expected to result in any Company Material Adverse Effect condition set forth in Section 9.2 or Parent Material Adverse Effect with respect to it or (ii) would cause or constitute a material breach of any of its representations, warranties, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in ARTICLE VII to be Section 9.3 not being satisfied, and (b) the receipt of any (i) written notice or other communication received from any third Governmental Authority in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent or approval of such Person is or may be required in connection with the Merger and or the Transactions other transactions contemplated by this Agreement or (ii) any the Transaction Documents, if the subject matter of such notice or other communication from or the failure of such party to obtain such consent would reasonably be expected to impair in any Governmental Entity in connection with material respect the Transactions, or (c) any Legal Proceeding commenced or, ability of either Party to perform its Knowledge, threatened against a party hereto, or relating to or involving the Company, Parent or any of their respective Subsidiaries that, relate to the Merger or other Transactions. No notification given pursuant to this Section 6.11 shall affect the representations, warranties, covenants or other agreements herein or affect the satisfaction or non-satisfaction of any conditions to the obligations of the parties hereto under this Agreement or otherwise limit materially impede or affect materially delay the remedies available hereunder to consummation of the parties, Merger and any failure to give notice in accordance with the foregoing with respect to other transactions contemplated hereby (provided that any breach of this Section 8.25 shall not be deemed to constitute a violation of this Section 6.11 or the failure of any condition set forth in Section 7.2 9.2(a) or Section 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice9.3(a), in each case case, unless the underlying breach Effect would independent independently result in a failure of the conditions set forth in Section 7.2 9.2(a) or Section 7.3 9.3(a)). Notwithstanding anything in this Agreement to be satisfiedthe contrary, no such notification shall, in and of itself, affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the parties hereunder.

Notice of Certain Matters. (a) The Company Sellers shall give prompt notice to Buyer, and Parent will Buyer shall give written prompt notice to the other Sellers, in each case after obtaining knowledge thereof, of the occurrence or non-occurrence of: (ai) any fact, event the occurrence or circumstance known to it that (i) is non-occurrence of which would reasonably likely, individually or taken together with all other facts, events and circumstances known to it, be expected to result in any Company Material Adverse Effect representation or Parent Material Adverse Effect warranty contained in this Agreement made by the Sellers (with respect to it such notice given by the Sellers) or Buyer (iiwith respect to such notice -47 given by Buyer) would cause to be untrue or constitute a inaccurate in any material breach respect (or, in the case of any of representation or warranty qualified by its representationsterms by materiality, warranties, covenants then untrue or agreements contained herein that reasonably could be expected to give rise, individually or inaccurate in the aggregate, to the failure of a condition in ARTICLE VII to be satisfied, (b) the receipt of any (i) written notice from any third Person alleging that the consent or approval of such Person is or may be required in connection with the Merger respect); and the Transactions or (ii) any failure of any party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that: (x) the breach by any Seller (with respect to such notice given by the Sellers) or Buyer (with respect to such notice given by Buyer) hereto of the covenant set forth in the immediately preceding clause (i) shall not permit any other communication from any Governmental Entity party hereto to refuse to consummate the transactions contemplated by this Agreement unless the failure of the applicable representation or warranty to be true and correct would result in connection with the Transactionscondition set forth in Section 6.1(a) and Section 7.1(a), as applicable, not being satisfied as of the Closing Date; and (y) notwithstanding anything to the contrary in this Agreement including ARTICLE IX, the delivery of, or (c) failure to deliver, any Legal Proceeding commenced or, to its Knowledge, threatened against a party hereto, or relating to or involving the Company, Parent or any of their respective Subsidiaries that, relate to the Merger or other Transactions. No notification given notice pursuant to this Section 6.11 5.8(a) shall affect the representations, warranties, covenants or other agreements herein or affect the satisfaction or non-satisfaction of any conditions to the obligations of the parties hereto under this Agreement not limit or otherwise limit or affect the remedies available hereunder to the parties, and party receiving or not receiving such notice (or any failure to give notice in accordance with the foregoing Losses with respect to any breach shall not be deemed to constitute a violation of this Section 6.11 or the failure of any condition set forth in Section 7.2 or Section 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independent result in a failure of the conditions set forth in Section 7.2 or Section 7.3 to be satisfiedthereto).

Notice of Certain Matters. The Until the Closing, Seller shall, and shall cause each Company and Parent will to, give prompt written prompt notice in reasonable detail to the other of: (a) any fact, event or circumstance known to it that Buyer after becoming aware of (i) is reasonably likelythe discovery, individually occurrence or taken together with all other factsnon-occurrence of any change, events and circumstances known to it, to result condition or event which would render any representation or warranty of Seller contained in this Agreement untrue or inaccurate in any Company Material Adverse Effect or Parent Material Adverse Effect with respect to it or material respect, (ii) the discovery, occurrence or non-occurrence of any change, condition or event that has had or is reasonably likely to have a Material Adverse Effect, (iii) any failure of Seller or any of the Companies to comply with or satisfy any covenant or agreement hereunder or any event or condition that would cause or constitute a material breach otherwise result in the nonfulfillment of any of its representationsthe conditions to Buyer’s obligations hereunder, warrantiesand (iv) any Action pending or threatened in writing relating to this Agreement or the transactions contemplated hereby; provided, covenants however, that no such notification shall affect or agreements contained herein that reasonably could be expected deemed to modify any representations or warranties of Seller set forth in this Agreement or the conditions to the obligations of Buyer to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder. The failure to give rise, individually any notice under this Section 6.18 shall not give rise to a termination right pursuant to Section 8.l(b) or in the aggregate, to constitute the failure of a condition in ARTICLE VII to Closing under Section 7.2(b) to be satisfied, (b) in each case to the receipt of any (i) written notice from any third Person alleging extent that the consent or approval of underlying facts giving rise to such Person is or may be required in connection with the Merger and the Transactions or (ii) any notice or other communication from any Governmental Entity in connection with the Transactions, or (c) any Legal Proceeding commenced or, do not give rise to its Knowledge, threatened against a party hereto, or relating to or involving the Company, Parent or any of their respective Subsidiaries that, relate to the Merger or other Transactions. No notification given termination right pursuant to this Section 6.11 shall affect the representations, warranties, covenants 8.l(b) or other agreements herein or affect the satisfaction or non-satisfaction of any conditions to the obligations of the parties hereto under this Agreement or otherwise limit or affect the remedies available hereunder to the parties, and any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.11 or the failure of any a condition set forth in to Closing under Section 7.2 or Section 7.3 7.2(b) to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independent result in a failure of the conditions set forth in Section 7.2 or Section 7.3 to be satisfied.