Common use of Advise of Changes Clause in Contracts

Advise of Changes. Each of the Company and Parent will promptly inform the other party upon receipt of any material communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent (or any of their respective Affiliates) receives a request for additional information or documentary material from any such Governmental Entity that is related to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. The parties agree not to participate, or to permit their Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with any Governmental Entity in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party will use all reasonable efforts to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Laws, including (subject to first having used all reasonable efforts to negotiate a resolution to any such objections) contesting and resisting any action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other transactions contemplated by this Agreement and to have such statute, rule, regulation, decree, judgment, injunction or other Order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement.

Advise of Changes. Each From and after the date of this Agreement until the Effective Time, each of the Company and Parent will shall promptly inform notify the other party upon receipt orally and in writing of (i) the occurrence or non occurrence of any event the occurrence or non-occurrence of which would be reasonably likely to cause (A) any representation or warranty contained herein to be untrue or inaccurate in any material communication from respect at any Governmental Entity regarding time during the period commencing on the date hereof and ending on the Effective Time or (B) any of the transactions contemplated by this Agreement. If the Company or Parent (or any of their respective Affiliates) receives a request for additional information or documentary material from any such Governmental Entity that is related condition to the transactions contemplated by this Agreementobligations of any party to effect the Offer, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable the Merger and after consultation with the other party, an appropriate response in compliance with such request. The parties agree not to participate, or to permit their Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in connection with the transactions contemplated by this Agreement unless not to be satisfied, (ii) the failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it so consults with pursuant to this Agreement which, individually or in the aggregate, would reasonably be expected to result in any condition to the obligations of any party to effect the Offer, the Merger and the other party in advance andtransactions contemplated by this Agreement not to be satisfied, to (iii) any notice or other communication from any person alleging that the extent not prohibited by consent of such Governmental Entity, gives the other party the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings person is or agreements (oral or written) which the first party proposes to make or enter into with any Governmental Entity may be required in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation , or (iv) any Actions commenced after the date hereof or, to its Knowledge, threatened after the date hereof against, relating to or involving or otherwise affecting any party or any of the foregoing, each party will use all reasonable efforts to resolve any objections their respective subsidiaries that may be asserted with respect relate to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Laws, including (subject to first having used all reasonable efforts to negotiate a resolution to any such objections) contesting and resisting any action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Offer, the Merger or and the other transactions contemplated by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.01(d) shall not cure any breach of any representation or warranty, affect the satisfaction or non-satisfaction of any condition to the Offer or the Merger set forth in this Agreement and or otherwise limit or affect the remedies available hereunder to have the party receiving such statute, rule, regulation, decree, judgment, injunction or other Order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreementnotice.

Advise of Changes. Each During the period from the Agreement Date and continuing until the earlier of the Company termination of this Agreement in accordance with the terms hereof and Parent will promptly inform the other party upon receipt Closing: (a) Seller shall promptly, as reasonably practicable, advise Purchaser in writing of (i) any event occurring subsequent to the Agreement Date that would render any representation or warranty contained in Article 3 untrue or inaccurate such that the condition set forth in Section 6.2(a) would not be satisfied; (ii) any breach of any material communication from covenant or obligation of the Seller Parties pursuant to this Agreement or any Governmental Entity regarding Seller Group Ancillary Agreement such that the condition set forth in Section 6.2(b) would not be satisfied; (iii) any Material Adverse Effect with respect to the Seller Group; (iv) any other Effect that would, or could reasonably be expected to, result in or cause any of the transactions contemplated by this Agreement. If the Company or Parent conditions set forth in Section 6.2 not to be satisfied; (or v) any of their respective Affiliates) receives a request for additional information or documentary material written notice from any Person alleging that the consent of such Governmental Entity that is related to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, Person was or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. The parties agree not to participate, or to permit their Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity may have been required in connection with the transactions contemplated Transactions; (vi) any written or unwritten claim by this Agreement unless it so consults with a Person inviting the other party in advance and, Seller Group to take a license under any Intellectual Property Rights or considering the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. Each party will advise the other party promptly applicability of any understandings, undertakings Intellectual Property Rights to any Digital Activities or agreements (oral or written) which the first party proposes to make or enter into with any Governmental Entity in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation conduct of the foregoingDigital Activities; and (vii) any Action commenced or threatened against, each party will use all reasonable efforts relating to resolve or involving or otherwise affecting In-Scope Matters; provided, however, for the avoidance of doubt, that the delivery of any objections that may notice by Seller pursuant to this Section 5.1 shall not be asserted deemed to amend or supplement the Seller Disclosure Letter and shall not limit the right of Purchaser or any Purchaser Indemnified Party to indemnification under Article 8, or any right of Purchaser to claim a failure of a condition to Closing set forth in Sections 6.1 or 6.2, as applicable, with respect to any matters disclosed pursuant to this Section 5.1. (b) Purchaser shall promptly, as reasonably practicable, advise Seller in writing of (i) any event occurring subsequent to the transactions contemplated by Agreement Date that would render any representation or warranty contained in Article 4 untrue or inaccurate such that the condition set forth in Section 6.3(a) would not be satisfied; (ii) any breach of any covenant or obligation of Purchaser pursuant to this Agreement under or any antitrustPurchaser Ancillary Agreement such that the condition set forth in Section 6.3(b) would not be satisfied; and (iii) any Action commenced or threatened against, competition relating to or trade regulatory Laws, including (subject to first having used all reasonable efforts to negotiate a resolution to any such objections) contesting and resisting any action involving or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts otherwise affecting the consummation of the Merger or the other transactions contemplated by this Agreement and to have such statute, rule, regulation, decree, judgment, injunction Sale Transaction or other Order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this AgreementTransactions.

Advise of Changes. Each Seller and Buyer will each promptly advise the other in writing of (and, with respect to any notice or communication, provide to Buyer or Seller, as the case may be, a copy of) (a) any event to the Knowledge of Seller or the Knowledge of Buyer, as the case may be, that would render any representation or warranty of either of Seller or Buyer contained in this Agreement, if made on or as of the Company and Parent will promptly inform date of such event or the other party upon receipt of Closing Date, untrue or inaccurate in any material respect; (b) any change, condition or event that has had or would reasonably be expected to have a Material Adverse Effect; (c) any failure of Seller or Buyer to comply in any material respect with any covenant or agreement to be complied with by Seller or Buyer; (d) any notice or other communication from any Governmental Entity regarding any Third Party alleging that the consent of the transactions contemplated by this Agreement. If the Company such Third Party is or Parent (or any of their respective Affiliates) receives a request for additional information or documentary material from any such Governmental Entity that is related to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to may be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. The parties agree not to participate, or to permit their Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with any Governmental Entity required in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party will use all reasonable efforts to resolve ; or (e) any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Laws, including (subject to first having used all reasonable efforts to negotiate a resolution to any such objections) contesting and resisting any action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction notice or other Order, whether temporary, preliminary or permanent, that is communication from any Governmental Body in effect and that prohibits, prevents or restricts consummation of the Merger or the other transactions contemplated by this Agreement and to have such statute, rule, regulation, decree, judgment, injunction or other Order repealed, rescinded or made inapplicable so as to permit consummation of connection with the transactions contemplated by this Agreement; PROVIDED, HOWEVER, that any notice delivered under this SECTION 7.11 shall not be considered to be evidence of any untruth or inaccuracy of a representation or warranty, or a change, event or development or a failure to comply with any covenant or agreement hereunder unless the underlying facts giving rise to such notice constitute such an untruth or inaccuracy, change, event or development or failure to comply; and PROVIDED, FURTHER, that a failure to comply with this SECTION 7.11 shall not cause the failure of any condition set forth in ARTICLE IX or X to be satisfied unless the underlying untruth or inaccuracy of a representation or warrant, or a change, event or development or a failure to comply with any covenant or agreement hereunder would independently result in the failure of a condition set forth in ARTICLE XI or X to be satisfied.

Advise of Changes. Each of the Company and Parent Merger SPV will promptly inform the other party upon receipt of any material communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent Merger SPV (or any of their respective Affiliates) receives a request for additional information or documentary material from any such Governmental Entity that is related to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. The parties agree not to participate, or to permit their Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with any Governmental Entity in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party Merger SPV will use all reasonable efforts to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Laws, including (subject to first having used all reasonable efforts to negotiate a resolution to any such objections) contesting and resisting any action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other transactions contemplated by this Agreement and to have such statute, rule, regulation, decree, judgment, injunction or other Order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement.