Common use of Notification; Cooperation Clause in Contracts

Notification; Cooperation. From the date of this Agreement until the Closing Date, Seller, on the one hand, and Buyer, on the other hand, shall promptly notify the other and keep it advised as to: (i) any pending or threatened Action of which it has Knowledge that challenges or seeks to restrain or enjoin the consummation of any of the transactions contemplated hereby or by the Specified Third-Party Reinsurance Binder; (ii) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect or it failing to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it under this Agreement; (iii) in the case of Seller, the occurrence of any event that would have, individually or in the aggregate, a Company Material Adverse Effect; (iv) any other event that would result in, individually or in the aggregate, any of the conditions set forth in Article XI not being capable of being fulfilled by the Outside Date; (v) any written notice received by such party from a Governmental Authority or third party seeking to restrain or prohibit the transactions contemplated by this Agreement, any other Transaction Agreements or the Specified Third-Party Reinsurance Transaction Documents or (vi) the commencement of any material Action against such party or its Affiliates that would adversely affect the ability of such party or its Affiliates or the Investors to effect the consummation of the transactions contemplated by this Agreement, any other Transaction Agreements or the Specified Third-Party Reinsurance Transaction Documents. No notification made pursuant to this Section 7.04 shall have the effect of satisfying any condition set forth in Article XI, nor shall any such notification have any effect for the purposes of determining the rights of any party to claim or obtain indemnification under this Agreement or otherwise enforce its rights and remedies under this Agreement, and no failure to give any such notice shall result in any party hereto having any additional rights to indemnification under this Agreement (including pursuant to Section 13.01(a)(ii) or Section 13.02(a)(ii)) nor shall any such notice be deemed to be a waiver of any failure to satisfy the conditions set forth in Article XI.

Notification; Cooperation. From Subject to compliance with Applicable Laws, from the date hereof until the earlier of the termination of this Agreement until and the Closing DateClosing, Sellereach of the Vendor Parties, on the one hand, and Buyerthe Purchaser, on the other hand, shall promptly notify the other and keep it advised apprised as to: : (ia) any pending or threatened Action of Claim which it has Knowledge that challenges or seeks to restrain or enjoin the consummation of any of the transactions contemplated hereby by this Agreement or by the Specified Third-Party Reinsurance Binder; Transaction Documents; (iib) any representation or warranty made by it or the others contained in this Agreement becoming untrue or inaccurate in any material respect or it failing to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it or the others under this Agreement; ; (iiic) in the case of Sellerthe Vendor Parties, the occurrence of any fact or state of facts, circumstance, change, effect, occurrence, condition or event that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; Effect on the Business; (ivd) any other event that would or would reasonably be expected to result in, individually or in the aggregate, any of the conditions set forth in Article XI 8 not being capable of being fulfilled by the Outside Closing Date; ; (ve) any written notice received by such party Party from a Governmental Authority Entity or third party seeking to restrain or prohibit the transactions contemplated by this Agreement, any other Transaction Agreements Agreement or the Specified Third-Party Reinsurance Transaction Documents or Documents; or (vif) the commencement of any material Action Claim against such party Party or its Affiliates that would adversely affect the ability of such party Party or its Affiliates or the Investors to effect the consummation of consummate the transactions contemplated by this Agreement, any other Transaction Agreements Agreement or the Specified Third-Party Reinsurance Transaction Documents. No notification made pursuant to this Section 7.04 shall 3.7 will have the effect of satisfying any condition set forth in Article XI8, nor shall will any such notification have any effect for the purposes of determining the rights right of any party Party to claim or obtain indemnification under this Agreement Agreement, other than as a breach of a covenant by a Party failing to notify or keep the other apprised, or otherwise enforce its rights and remedies under this Agreement, and no failure to give any such notice shall result in any party hereto having any additional rights to indemnification under this Agreement (including pursuant to Section 13.01(a)(ii) or Section 13.02(a)(ii)) nor shall any such notice be deemed to be a waiver of any failure to satisfy the conditions set forth in Article XI.

Notification; Cooperation. (a) From the date of this Agreement until the Closing Date, Sellerthe Company, on the one hand, and Buyerthe Parent, on the other hand, shall promptly notify the other and keep it advised as to: (ia) any pending or threatened Action of which it has Knowledge that challenges or seeks to restrain or enjoin the consummation of any of the transactions contemplated hereby or by the Specified Third-Party Reinsurance Binderhereby; (ii) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect or it failing to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it under this Agreement; (iiib) in the case of Sellerthe Company, the occurrence of any event that would have, individually or in the aggregate, a Company Material Adverse Effect; (ivc) any other event that would result in, individually or in the aggregate, any of the conditions set forth in Article XI VII not being capable of being fulfilled by the Outside Date; (vd) any written notice received by such party from a Governmental Authority Entity or third party seeking to restrain or prohibit the transactions contemplated by this Agreement, any other Transaction Agreements or the Specified Third-Party Reinsurance Transaction Documents ; or (vie) the commencement of any material Action against such party or its Affiliates that would adversely affect the ability of such party or its Affiliates or the Investors to effect the consummation of the transactions contemplated by this Agreement, any other Transaction Agreements or the Specified Third-Party Reinsurance Transaction Documents. No notification made pursuant to this Section 7.04 6.03 shall have the effect of satisfying any condition set forth in Article XIVII, nor shall any such notification have any effect for the purposes of determining the rights of any party to claim or obtain indemnification under this Agreement or otherwise enforce its rights and remedies under this Agreement, and no failure to give any such notice shall result in any party hereto having any additional rights to indemnification under this Agreement (including pursuant to Section 13.01(a)(ii) or Section 13.02(a)(ii)) nor shall any such notice be deemed to be a waiver of any failure to satisfy the conditions set forth in Article XIVII. (b) Without limitation of the requirements of Section 6.02 and subject to applicable Law, the Company and its Subsidiaries shall provide Parent with any material written communications to or filings with any Governmental Entity after the date hereof with at least three (3) Business Days advance notice and shall reasonably consider any comments proposed by Parent in connection therewith.

Notification; Cooperation. (a) From the date of this Agreement until hereof through the Closing Date, Seller, on the one hand, and Buyer, on the other hand, shall promptly notify the other and keep it advised apprised as to: (i) any pending or threatened Action of which it has Knowledge that challenges or seeks to restrain or enjoin the consummation of any of the transactions contemplated hereby or by the Specified Third-Party Reinsurance Binderhereby; (ii) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect or it failing to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it under this Agreement; (iii) in the case of Seller, the occurrence of any fact or state of facts, circumstance, change, effect, occurrence, condition or event that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (iv) any other event that would or would reasonably be expected to result in, individually or in the aggregate, any of the conditions set forth in Article XI VII not being capable of being fulfilled by the Outside Date; (v) any written notice received by such party from a Governmental Authority Entity or third party seeking to restrain or prohibit the transactions contemplated by this Agreement, any other Transaction Agreements or the Specified Third-Party Reinsurance Transaction Documents ; or (vi) the commencement of any material Action against such party or its Affiliates that would adversely affect the ability of such party or its Affiliates or the Investors to effect the consummation of consummate the transactions contemplated by this Agreement, any other Transaction Agreements or the Specified Third-Party Reinsurance Transaction Documents. No notification made pursuant to this Section 7.04 5.21 shall have the effect of satisfying any condition set forth in Article XIVII, nor shall any such notification have any effect for the purposes of determining the rights right of any party to claim or obtain indemnification under this Agreement or any Ancillary Agreement or otherwise enforce its rights and remedies under this Agreement or any Ancillary Agreement. (b) From the date hereof through the Closing Date, Seller shall promptly deliver to Buyer copies of all financial statements filed with or submitted to any Governmental Entity by or on behalf of the Company and no failure to give any such notice shall result in any party hereto having any additional rights to indemnification under this Agreement (including pursuant to Section 13.01(a)(ii) or Section 13.02(a)(ii)) nor shall any such notice be deemed to be a waiver of any failure to satisfy the conditions set forth in Article XIUSIS.

Notification; Cooperation. (a) From the date of this Agreement until hereof through the Closing Date, SellerParent, on the one hand, and Buyerthe Acquiror, on the other hand, shall promptly notify the other and keep it advised as to: (i) any pending or threatened Action of which it has Knowledge that challenges or seeks to restrain or enjoin the consummation of any of the transactions contemplated hereby or by the Specified Third-Party Reinsurance Binderhereby; (ii) the commencement of any representation non-ordinary course audit or warranty made examination with respect to any Company Group Entity or the business of the Company Group Entities by it contained in this Agreement becoming untrue or inaccurate in any material respect or it failing to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it under this AgreementGovernmental Authority; (iii) in the case of Seller, the occurrence of any event that would have, individually or in the aggregate, a Company Material Adverse Effect; (iv) any other event that would reasonably be expected to result in, individually or in the aggregate, any of the conditions set forth in Article XI VIII not being capable of being fulfilled by the Outside Date; Date or (viv) any written notice received by such party from a Governmental Authority or third party seeking to restrain or prohibit the transactions contemplated by this Agreement, any other Agreement and the Transaction Agreements or the Specified Third-Party Reinsurance Transaction Documents or (vi) the commencement of any material Action against such party or its Affiliates that would adversely affect the ability of such party or its Affiliates or the Investors to effect the consummation of the transactions contemplated by this Agreement, any other Transaction Agreements or the Specified Third-Party Reinsurance Transaction DocumentsAgreements. No notification made pursuant to this Section 7.04 5.15 shall have the effect of satisfying any condition set forth in Article XIVIII, nor shall any such notification have any effect for the purposes of determining the rights of any party to claim or obtain indemnification under this Agreement or otherwise enforce its rights and remedies under this Agreement. (b) From the date hereof through the Closing Date, and no failure Parent shall, if permitted by applicable Law, promptly deliver to give the Acquiror copies of all statutory financial statements filed with or submitted to any such notice shall result in any party hereto having any additional rights to indemnification under this Agreement (including pursuant to Section 13.01(a)(ii) Governmental Authority by or Section 13.02(a)(ii)) nor shall any such notice be deemed to be a waiver on behalf of any failure Company Group Entity, following the date on which such statutory financial statements are so filed or submitted. (c) Following the Closing, to satisfy the conditions set forth in Article XIextent such rights are held by Parent or its Affiliates (other than the Company Group Entities), if directed by the Acquiror, Parent shall (or shall cause its relevant Affiliate to) enforce its rights under any restrictive covenant agreements with any former employee of the Company Group Entities (or former employer of Parent or its Affiliates to the extent applicable to the business of the Company Group Entities) for the Acquiror’s benefit, at the Acquiror’s sole expense.

Notification; Cooperation. (a) From the date of this Agreement until Contract Date through the Closing Date, Sellereach of Sellers, on the one hand, and BuyerPurchaser, on the other hand, shall promptly notify the other and keep it advised as to: (i) any pending or threatened Action of which it has Knowledge that challenges or seeks to restrain or enjoin the consummation of any of the transactions contemplated hereby or by the Specified Third-Party Reinsurance Binderhereby; (ii) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect or it failing to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it under this Agreement; (iii) in the case of SellerSellers, the occurrence of any event that would or would reasonably be expected to have, individually or in the aggregate, a Company Business Material Adverse Effect; (iv) any other event that would or would reasonably be expected to result in, individually or in the aggregate, any of the conditions set forth in Article XI VII and Article VIII not being capable of being fulfilled by the Outside Date; (v) any written notice received by such party from a Governmental Authority or third party seeking to restrain or prohibit the transactions contemplated by this Agreement, any other Transaction Agreements or Agreement and the Specified Third-Party Reinsurance Transaction Documents Ancillary Agreements; or (vi) the commencement of any material Action against such party or its Affiliates that would adversely affect the ability of such party or its Affiliates or the Investors to effect the consummation of consummate the transactions contemplated by this Agreement, any other Transaction Agreements or Agreement and the Specified Third-Party Reinsurance Transaction DocumentsAncillary Agreements. No notification made pursuant to this Section 7.04 5.24 shall have the effect of satisfying any condition set forth in Article XIVII and Article VIII, nor shall any such notification have any effect for the purposes of determining the rights of any party to claim or obtain indemnification under this Agreement or otherwise enforce its rights and remedies under this Agreement, and no failure to give any such notice shall result in any party hereto having any additional rights to indemnification under this Agreement Agreement. (including pursuant b) From the Contract Date through the Closing Date, Sellers shall (i) promptly deliver to Section 13.01(a)(iiPurchaser copies of all Statutory Statements filed with or submitted to the applicable Departments of Insurance and any other Governmental Authority by or on behalf of the Transferred Insurance Companies and (ii) prepare or Section 13.02(a)(ii)) nor shall any such notice be deemed cause to be a waiver prepared Transferred Company Financial Statements as of any failure and for each fiscal quarter or year ended on or after September 30, 2012 and cause copies of such Transferred Company Financial Statements to satisfy be delivered to Purchaser not later than three (3) Business Days following the conditions set forth in Article XIdate on which such Statutory Statements are so filed or such Transferred Company Financial Statements are finalized (as applicable).