Notification to Buyer. Upon obtaining knowledge thereof, JMS or Parent shall promptly notify Buyer of any claim or demand which JMS or Parent has determined has given or reasonably may give rise to a right of indemnification under this Agreement and Buyer shall have a reasonable time to contest any such claim. If such claim or demand relates to a claim or demand asserted by a third party against JMS or Parent, Buyer shall have the right to settle any such claim or demand (at the expense of Buyer and without admitting that JMS or Parent had any liability with respect thereto) or to employ counsel reasonably acceptable to JMS or Parent to defend any such claim or demand asserted against JMS or Parent, and JMS or Parent shall have the right to cooperate in the defense of any such claim with counsel of JMS’ or Parent’s selection (the expense of which additional counsel to be borne by JMS or Parent). So long as Buyer is defending in good faith any such claim or demand, neither JMS nor Parent will settle such claim or demand. JMS and Parent shall make available to Buyer or its representatives, at the expense of Buyer all records and other materials required by them for their use in contesting any such claim or demand asserted by a third party against JMS or Parent. Whether or not Buyer so elects to defend any such claim or demand, JMS and Parent shall have no obligation to do so. If such claim or demand relates to a claim or demand other than one asserted by a third party against JMS or Parent, JMS and Parent shall promptly notify Buyer of JMS’ or Parent’s claim or demand against Buyer and of JMS’ and Parent’s demand for indemnification hereunder. Buyer shall then promptly pay to JMS or Parent, as appropriate, the amount of JMS’ or Parent’s claim or demand, if undisputed. In the event that Buyer shall dispute such claim or demand or any portion thereof, Buyer shall immediately notify JMS and Parent in writing specifying in detail the portion of such claim or demand (if less than all) which is disputed and the facts relied upon by Buyer as a basis for such dispute. JMS, Parent and Buyer agree to negotiate in good faith to attempt to reach a resolution of any disputed claim for indemnification hereunder in order to attempt to avoid resorting to a court of competent jurisdiction for such resolution.
Notification to Buyer. The Seller Board shall not take any of the actions referred to in Section 6.03(b) unless Seller shall have delivered to Buyer a prior written notice advising Buyer that it intends to take such action. Seller shall notify Buyer promptly (but in no event later than 24 hours) after it obtains Knowledge of the receipt by Seller (or any of its Representatives) of any Acquisition Proposal, any inquiry that could reasonably be expected to lead to an Acquisition Proposal, any request for non-public information relating to Seller or any of its Subsidiaries or for access to the business, properties, assets, books, or records of Seller or any of its Subsidiaries by any third party in connection with an Acquisition Proposal. In such notice, Seller shall identify the third party making, and details of the material terms and conditions of, any such Acquisition Proposal, indication or request, including any proposed financing. Seller shall keep Buyer fully informed, on a current basis, of the status and material terms of any such Acquisition Proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof. Seller shall provide Buyer with at least 48 hours’ prior notice of any meeting of the Seller Board (or such lesser notice as is provided to the members of the Seller Board) at which the Seller Board is reasonably expected to consider any Acquisition Proposal. Seller shall promptly provide Buyer with a list of any non-public information concerning Seller’s and any of its Subsidiaries’ business, present or future performance, financial condition, or results of operations, provided to any third party in connection with an Acquisition Proposal, and, to the extent such information has not been previously provided to Buyer, copies of such information.
Notification to Buyer. (a) BSRT and Sellers shall promptly (but in any event within one business day) advise the Buyer in writing of any proposal or offer that is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, BSRT and/or Sellers in respect of an Acquisition Proposal or any written inquiry regarding the making of an Acquisition Proposal and shall notify the third party of BSRT's and Sellers' obligation under this Agreement (without any reference to Buyer) and shall, in the notice to Buyer, indicate the material terms and conditions of any Acquisition Proposal that, in the good faith determination of BSRT's Board of Trustees, constitutes, or is reasonably likely to lead to, a Superior Proposal. BSRT and Sellers shall not release any Third Party from, or waive or amend any provision of, any existing confidentiality or standstill agreement.
Notification to Buyer. Until the Closing Date or the earlier termination of this Agreement, Seller shall notify Buyer, in writing, within five (5) Business Days after receiving notice, or otherwise obtaining actual Knowledge, which notice shall constitute a Representation Update Notice subject to the terms and conditions of Section 7.1 hereof, of:
