Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. Each party shall give prompt notice to the other of: (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part 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 (b) any failure of such party, or any officer, director, employee, representative or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: others of (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate result in any material respect at any time from the date hereof to the Effective Time; Material Adverse Breach (as defined in Section 10.8 of this Agreement), and (b) any failure of such party, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other others of: (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part 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 (b) any failure of such party, or any officer, director, employee, representative or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the each other of: party of (a) the occurrence or failure to occur of any event, conditions, fact or circumstance which occurrence or failure would cause or may be likely to cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect at, or at any time from the date hereof to prior to, the Effective Time; , and (b) any material failure of such party, or any officer, director, employeeshareholder, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part 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 (b) any failure of such party, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: others of (ai) the occurrence or failure to occur nonoccurrence of any event, act or omission or the discovery of any information which occurrence or failure would cause or may be likely to cause any representation or warranty on its part and contained in this Agreement to be materially untrue or inaccurate in any material respect when made, or at any time from on or before the date hereof to the Effective Time; Closing Date and (bii) any material failure of any such party, or any officer, director, employee, representative or agent thereof, party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: others of (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may be likely to cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect at, or at any time from the date hereof to prior to, the Effective Time; , and (b) any material failure of such party, or any officer, director, employeeshareholder, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party Party shall give prompt notice to the other others of: (ai) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part 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 earlier of the Effective TimeTime and the termination of this Agreement; and (bii) any failure of such partyParty, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt ------------------------------- notice to the other of: others of (ai) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Timerespect; and (bii) any failure of such party, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other others of: (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part 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 (b) any failure of such party, or any officer, director, employee, representative 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.

Notification of Certain Matters. Each party shall give prompt notice to the other of: of (ai) the occurrence or failure to occur nonoccurrence of any event, which event the occurrence or failure nonoccurrence of which would cause or may be likely to cause any representation or warranty on its part made by such party contained in this Agreement to be materially untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; inaccurate, and (bii) any failure of such party, or any officer, director, employee, representative or agent thereof, party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other ofother: (a) if it becomes aware that any representation or warranty made by such party in this Agreement is untrue or inaccurate; (b) of the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Timeinaccurate; and (bc) of any failure of such party, party or any officer, director, employee, representative or agent thereofof its Representatives, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: of (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part 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 (b) any failure of such party, party or any officer, director, employee, representative or agent thereof, its Representatives to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: party of (a) the occurrence occurrence, or failure to occur occur, of any event, which occurrence event or failure existence of any condition that would cause or may be likely to cause any representation of its representations or warranty on its part warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from on the date hereof to the Effective Time; Closing Date, and (b) any failure of such party, or any officer, director, employee, representative or agent thereof, on its part to comply with or satisfy satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement.

Notification of Certain Matters. Each party shall give prompt ------------------------------- notice to the other of: parties of (a) the occurrence or failure to occur of any eventevent or the discovery of any information, which occurrence occurrence, failure or failure discovery would cause or may be likely to cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect when made, at the Closing Date or at any time from the date hereof prior to the Effective Time; Closing Date, and (b) any failure of such party, or any officer, director, employee, representative or agent thereof, party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: others of (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may be likely to cause any representation or warranty on its part 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 (b) any material failure of such party, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party Prior to and on the Closing Date, each of the Parties shall give prompt notice to the other of: others of (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may be likely to cause any representation or warranty on its the part of any 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; and (b) any failure of such party, or any officer, director, employeeshareholder, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder in any material respect.

Notification of Certain Matters. Each party shall give prompt written notice to the other of: of (a) the occurrence occurrence, or failure to occur occur, of any event, event of which occurrence it becomes aware that has caused or failure that would cause or may be likely to cause any representation or warranty on its part of 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; Closing Date and (b) any the failure of such party, or any officer, director, employee, representative or agent thereof, party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party Party shall give prompt notice to the other of: (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part 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 earlier of the Effective TimeDate and the termination of this Agreement; and (b) any failure of such partyParty, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: party of (a) the occurrence or failure to occur of any eventevent or the discovery of any information, which occurrence occurrence, failure, discovery or failure information would cause result in or may cause would reasonably be expected to result in any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect when made, at the Effective Date or at any time from the date hereof prior to the Effective Time; Date and (b) any material failure of such party, or any officer, director, employee, representative or agent thereof, party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party of the parties hereto shall give prompt notice to the other of: (a) parties of the occurrence or failure to occur non-occurrence of any event, event which occurrence or failure would cause or may likely cause any representation or warranty on its part of such party contained in this Agreement herein to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; and (b) any failure of such partyinaccurate, or any officer, director, employee, representative or agent thereof, to comply with or satisfy any covenant, condition condition, or agreement contained herein not to be complied with or satisfied by it hereundersatisfied, in all cases in any material respect.

Notification of Certain Matters. Each party shall give prompt notice to the other of: parties, of (ai) the occurrence occurrence, or failure to occur occur, of any event, event which occurrence or failure would cause or may be likely to cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; Date and (bii) any material failure of by such party, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: parties of (ai) the occurrence or of failure to occur of any event, which occurrence or failure would cause or may be likely to cause any representation or warranty on its part 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 (bii) any material failure of such the party, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party Party shall give prompt notice to the other others of: (ai) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part 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 earlier of the Effective TimeDate and the termination of this Agreement; and (bii) any failure of such partyParty, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party hereto shall give prompt notice to the other of: (a) party hereto of the occurrence occurrence, or failure to occur non-occurrence, of any event, event which occurrence or failure would cause or may be likely to cause any representation or warranty on its part contained in this Agreement herein to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; and (b) any failure of such partyinaccurate, or any officer, director, employee, representative or agent thereof, to comply with or satisfy any covenant, condition or agreement herein not to be complied with or satisfied by it hereundersatisfied.

Notification of Certain Matters. Each party of the parties shall give prompt notice to the other of: parties of (ai) the occurrence or failure to occur non- occurrence of any event, event which occurrence or failure would cause or may cause any representation or warranty on its part contained in this the Agreement made by such party to be untrue or inaccurate in at or prior to the Closing Date an (ii) any material respect at any time from the date hereof to the Effective Time; and (b) any failure of such party, or any officer, director, employee, representative or agent thereof, party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: of (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part contained could reasonably be expected to result in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; a Material Adverse Effect, and (b) any failure of such party, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: others of (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may be likely to cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect at, or at any time from the date hereof to prior to, the Effective Time; , and (b) any failure of such party, or any officer, director, employeeshareholder, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: of (ai) the occurrence occurrence, or failure to occur occur, of any event, event which occurrence or failure would cause or may be likely to cause any representation or warranty on its part of any party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Timerespect; and (bii) any material failure of such party, or any officer, director, employee, representative or agent thereof, party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party Party shall give prompt notice to the other of: of (ai) the occurrence or failure to occur of any event, which occurrence or failure such Party believes would cause or may be reasonably likely to cause any representation or warranty on its the part of such Party 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; day of Closing, and (bii) any material failure of such party, or any officer, director, employee, representative or agent thereof, Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it such Party hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: parties of (a) the occurrence or failure to occur of any eventevent or the discovery of any information, which occurrence occurrence, failure or failure discovery would cause or may be likely to cause any representation or warranty on its part contained in this Agreement to be materially untrue or inaccurate in any material respect when made, at the Effective Date or at any time from the date hereof prior to the Effective Time; Date and (b) any material failure of such party, or any officer, director, employee, representative or agent thereof, party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: others of (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate result in any material respect at any time from the date hereof to the Effective Time; Material Adverse Breach (as defined in Section 9.8 of this Agreement), and (b) any failure of such party, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: others of (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; Closing Date, and (b) any failure of such party, or any officer, director, employee, representative or agent thereof, party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party hereto shall give prompt notice to the other party after becoming aware of: (ai) the occurrence or failure to occur nonoccurrence of any event, which event whose occurrence or failure nonoccurrence would be likely to cause or may cause either (A) any representation or warranty on its part of 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; and (b) any failure of such party, or any officer, director, employee, representative or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.Closing Date,

Notification of Certain Matters. Each party shall give prompt notice to the other of: of (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may be likely to cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; Closing, and (b) any material failure of such party, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. (a) Each party Party shall give prompt notice to the each other of: Party of (ai) the occurrence or failure to occur non-occurrence of any event, event known to such Party which occurrence or failure would cause or may be likely to cause any representation or warranty on its part of such Party 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 (bii) any failure of such party, or any officer, director, employee, representative or agent thereof, Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereundersuch Party hereunder in any material respect.

Notification of Certain Matters. Each party The Parties shall give prompt notice to the other of: Party of (a) the occurrence occurrence, or failure to occur occur, of any event, event of which occurrence or failure would cause or may cause it has knowledge that has caused any representation or warranty on its part of the 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; respect, and (b) any the failure of such party, or any officer, director, employee, representative or agent thereof, a Party to comply with or satisfy in any covenant, condition or agreement respect any covenant to be complied with or satisfied by it hereunder. No such notification shall affect the representations or warranties of the Parties hereto or the conditions to its respective obligations hereunder.

Notification of Certain Matters. Each party shall will give prompt notice to the other of: party of (a) the occurrence or failure to occur discovery of any event, which occurrence condition, fact or failure would cause circumstance that causes, caused, constitutes or may cause constituted a breach in any material respect of any representation or warranty on its part of the party contained in this Acquisition Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; and (b) any the failure of such party, or any officer, director, employee, representative or agent thereof, the party to comply with or satisfy in any covenant, condition or agreement material respect any covenant to be complied with or satisfied by it hereunder. No such notification will affect the representations or warranties of the parties or the conditions to their respective obligations hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: others of (ai) the occurrence or failure to occur of any event, which occurrence or failure would cause or may be likely to cause any representation or warranty or on its part contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; Closing, and (bii) any material failure of such party, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party Party shall give prompt notice to the other of: others of (ai) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part 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 earlier of the Effective TimeDate and the termination of this Agreement; and (bii) any failure of such partyParty, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: of (ai) the occurrence or failure to occur of any event, which occurrence or failure would cause or may be likely to cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect at, or at any time from prior to, the date hereof to the Effective Time; Closing Date, and (bii) any failure of such party, or any officer, director, employeemember, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: parties of (a) the occurrence or failure to occur of any eventevent or the discovery of any information, which occurrence occurrence, failure or failure discovery would cause or may be likely to cause any representation or warranty on its part contained in this Agreement to be materially untrue or inaccurate in any material respect when made, at the Effective Time or at any time from the date hereof prior to the Effective Time; Time and (b) any material failure of such party, or any officer, director, employee, representative or agent thereof, party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part 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 (b) any failure of such party, party or any officer, director, employee, representative or agent thereofof its Representatives, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: parties of (a) the occurrence or failure to occur of any eventevent or the discovery of any information, which occurrence occurrence, failure or failure discovery would cause or may be likely to cause any representation or warranty on its part contained in this Agreement to be materially untrue or inaccurate in any material respect when made, at the Closing Date or at any time from the date hereof prior to the Effective Time; Closing Date and (b) any material failure of such party, or any officer, director, employee, representative or agent thereof, party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party hereto shall give --------------------------------- prompt notice to the other of: (a) party of the occurrence occurrence, or failure to occur non-occurrence, of any event, event which occurrence or failure would cause or may be likely to cause any representation or warranty on its part contained in this Agreement herein to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; and (b) any failure of such partyinaccurate, or any officer, director, employee, representative or agent thereof, to comply with or satisfy any covenant, condition or agreement herein not to be complied with or satisfied by it hereundersatisfied.

Notification of Certain Matters. Each party The Parties shall give prompt notice to the each other of: of (a) the occurrence occurrence, or failure to occur of the occurrence, of any event, event of which occurrence any of them have actual knowledge that has caused the representations or failure would cause or may cause any representation or warranty on its part warranties of the Parties 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 (b) any the failure of such party, or any officer, director, employee, representative or agent thereof, of the Parties to comply with or satisfy in any covenant, condition or agreement material respect the covenants to be complied with or satisfied by it any of them hereunder.

Notification of Certain Matters. Each party shall will give prompt notice to the other of: party of (a) the occurrence or failure to occur discovery of any event, which occurrence condition, fact or failure would cause circumstance that causes, caused, constitutes or may cause constituted a breach in any material respect of any representation or warranty on its part of the 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; and (b) any the failure of such party, or any officer, director, employee, representative or agent thereof, the party to comply with or satisfy in any covenant, condition or agreement material respect any covenant to be complied with or satisfied by it hereunder. No such notification will affect the representations or warranties of the parties or the conditions to their respective obligations hereunder.

Notification of Certain Matters. Each party Party shall give prompt notice to the other others of: (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part 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 earlier of the Effective TimeDate and the termination of this Agreement; and (b) any failure of such partyParty, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. (a) Each party Party shall give prompt notice to the each other of: Party of (ai) the occurrence or failure to occur non- occurrence of any event, event known to such Party which occurrence or failure would cause or may be likely to cause any representation or warranty on its part of such Party 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 (bii) any failure of such party, or any officer, director, employee, representative or agent thereof, Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereundersuch Party hereunder in any material respect.

Notification of Certain Matters. Each party shall give prompt notice to the other of: (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may be likely to cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to until the Effective TimeClosing; and (b) any material failure of such party, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall Party agrees to give prompt notice to the other of: Parties of (a) the occurrence any event that causes any of its representations or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part warranties contained in this Agreement to be materially untrue or materially inaccurate in any material respect at any time from during the date hereof to the Effective Time; and Contract Period, (b) any failure of such party, or any officer, director, employee, representative or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied material breach by it hereunderof any covenant or agreement, and (c) the occurrence of any event that is reasonably likely to make the satisfaction of any of the Closing Conditions impossible or unlikely.

Notification of Certain Matters. Each party shall give prompt notice to the other of: others of (ai) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Timerespect; and (bii) any failure of such party, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: others of (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may be likely to cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate at, or at any time prior to, the Effective Time, in any material respect at any time from the date hereof to the Effective Time; and (b) any failure of such party, or any officer, director, employeeshareholder, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder in any material respect.

Notification of Certain Matters. Each party shall give prompt written notice to the other of: others of (ai) the occurrence occurrence, or failure to occur occur, of any event, event of which occurrence it becomes aware that has caused or failure that would cause or may be likely to cause any representation or warranty on its part of such party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to until the Effective Time; Closing Date and (bii) any the failure of such party, or any officer, director, employee, representative or agent thereof, party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: party of (ai) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause material inaccuracy in any representation or warranty on its part contained made by it in this Agreement to be untrue or inaccurate in Agreement, (ii) any material respect at any time from the date hereof to the Effective Time; and (b) any failure of such party, or any officer, director, employee, representative or agent thereof, by it to comply with any of its covenants or satisfy agreements under this Agreement and (iii) any covenantchange or event that is reasonably likely to result in any Material Adverse Effect or to delay, condition in any substantial respect, or agreement prevent consummation of the Reorganization, in each case to be complied with or satisfied by it hereunderthe knowledge of the executive officers.

Notification of Certain Matters. Each party shall give prompt notice to the other of: (a) the occurrence or failure to occur of any event, which occurrence or failure would cause or may would reasonably be expected to cause any representation or warranty on its part 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 (b) any failure of such party, or any officer, directortrustee, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder in any respect.

Notification of Certain Matters. Each party shall give prompt notice to the other of: others of (a) the occurrence or failure to occur of any eventevent or the discovery of any information, which occurrence occurrence, failure or failure discovery would cause or may be likely to cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect when made, at the Closing Date or at any time from the date hereof prior to the Effective Time; Closing Date and (b) any failure of such party, or any officer, director, employee, representative or agent thereof, party to materially comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderit.

Notification of Certain Matters. Each party shall give prompt notice to the other of: parties of (ai) the occurrence or failure to occur of any event, which occurrence or failure would cause or may be likely to cause any representation or warranty or on its part 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 (bii) any material failure of such the party, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: (a) party hereto of the occurrence or failure to occur nonoccurrence of any event, which event the occurrence or failure nonoccurrence of which would cause or may cause any representation or warranty on its part of either party contained in this Agreement to be untrue or inaccurate in any material respect at the Closing or would cause any time from the date hereof to the Effective Time; and (b) any material failure of such party, or any officer, director, employee, representative or agent thereof, a party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall will give prompt written notice to the other of: others of (a) the occurrence or failure to occur of any event, which occurrence or failure would has caused, will cause or may is likely to cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect at, or at any time from prior to, the date hereof to the Effective Time; Closing Date, and (b) any material failure 28 of such party, or any officer, director, employeeshareholder, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: others of (ai) the occurrence or failure to occur of any event, which occurrence or failure would cause or may be likely to cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; Closing, and (bii) any material failure of such party, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party Party shall give prompt notice to the other of: Parties of (a) the occurrence or failure to occur of any eventevent or the discovery of any information, which occurrence occurrence, failure or failure discovery would cause or may be likely to cause any representation or warranty on its part contained in this Agreement to be materially untrue or inaccurate in any material respect when made, at the Effective Time or at any time from the date hereof prior to the Effective Time; Time and (b) any material failure of such party, or any officer, director, employee, representative or agent thereof, party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party Party shall give prompt notice to the other of: others of (a) the occurrence or failure to occur of any event, which occurrence or failure has caused, would cause or may would be likely to cause any representation or warranty on its or his part contained in this Agreement to be untrue or inaccurate in any material respect at, or at any time from prior to, the date hereof to the Effective Time; Closing, and (b) any material failure of such partyParty, or any officer, director, employeestockholder, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or him hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the each other of: party of (a) the occurrence or failure to occur of any event, condition, fact or circumstance which occurrence or failure would cause or may be likely to cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect at, or at any time from the date hereof to prior to, the Effective Time; , and (b) any material failure of such party, or any officer, director, employeeshareholder, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice ------------------------------- to the other of: parties of (ai) the occurrence or failure to occur of any event, which occurrence or failure would cause or may be likely to cause any representation or warranty or on its part 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 (bii) any material failure of such the party, or any officer, director, employee, representative employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. Each party shall give prompt notice to the other of: party of (ai) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause material inaccuracy in any representation or warranty on its part contained made by it in this Agreement to be untrue or inaccurate in Agreement, (ii) any material respect at any time from the date hereof to the Effective Time; and (b) any failure of such party, or any officer, director, employee, representative or agent thereof, by it to comply with any of its covenants or satisfy agreements under this Agreement and (iii) any covenantchange or event that is reasonably likely to re- xxxx in any Material Adverse Effect or to delay, condition in any sub- stantial respect, or agreement prevent consummation of the Reorganiza- tion, in each case to be complied with or satisfied by it hereunderthe knowledge of the executive officers.