Common use of Notice of Certain Matters Clause in Contracts

Notice of Certain Matters. Each party shall will notify each other party in writing promptly of: (i) any written notice or other written communication received by such party from any Person alleging that the consent of such Person is or may be required in connection with the Merger as a result of any Contract or other arrangement between such Person, on the one hand, and the Company or any of its Subsidiaries or anyone acting on their respective behalves, on the other hand, (ii) any written notice or other written communication received by such party from any Governmental Entity (in the case of Parent, with respect to any Antitrust Laws or Foreign Investment Laws) or any official or employee of any such Governmental Entity in connection with the Merger, (iii) any Legal Proceeding by or before any Governmental Entity being initiated by or against such party or any of its Subsidiaries, or, in the case of the Company only, known by such party to be threatened against such party or any of its Subsidiaries or any of their respective directors, officers, employees or stockholders in their capacity as such, or of any written correspondence received by such party from any Person asserting or threatening a claim with respect to the Merger or, in the case of the Company, any of the Company’s assets or properties (including Intellectual Property Rights), in each case, that is, or is reasonably likely to be, material to the Company and its Subsidiaries, taken as a whole, or (iv) becoming aware that any representation or warranty made by such party in this Agreement has become untrue or inaccurate in any material respect, or of any failure by such party to comply with or satisfy in any material respect any covenant or agreement to be complied with or performed by it pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy, or failure would reasonably likely to cause any of the conditions to the Closing set forth in Section 6.1 not to be timely satisfied. No notification given pursuant to this Section 5.9 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 Parent or the Company, as applicable.

Notice of Certain Matters. Each party shall will notify each the other party in writing promptly after learning of: (i) any written notice or other written communication received by such party from any Person alleging that the consent of such Person is or may be required in connection with the Merger as a result of any Contract or other arrangement between such Person, on the one hand, and the Company or any of its Subsidiaries or anyone acting on their respective behalves, on the other hand, Merger; (ii) any written notice or other written communication received by such party from any Governmental Entity (in the case of Parent, with respect to any Antitrust Laws or Foreign Investment Laws) or any official or employee of any such Governmental Entity in connection with the Merger, ; (iii) any Legal Proceeding action, suit, arbitration, mediation, proceeding, claim or investigation by or before any Governmental Entity being or arbitrator initiated by or against such party it or any of its Subsidiaries, or, in the case of the Company only, or known by such party to be threatened against such party it or any of its Subsidiaries to be threatened against it or any of their its respective directors, officers, employees or stockholders shareholders in their capacity as such, or of any written correspondence received by such party from any Person asserting or threatening implying a claim against it or with respect to any of its assets or properties (including Intellectual Property) that is, or is reasonably expected to be, material and adverse to it and its Subsidiaries, taken as a whole; (iv) any change, occurrence or event which is reasonably expected to cause any of the Merger or, conditions to closing set forth in Article VIII not to be satisfied; (v) in the case of the Company, any written claim, or any written inquiry by any Taxing authority, regarding a material deficiency to pay Taxes payable; or (vi) in the case of the Company’s assets or properties (including Intellectual Property Rights), in each caseany event that occurs after the date of this Agreement, that is, or is reasonably likely to be, material had it occurred prior to the Company and its Subsidiariesdate of this Agreement, taken as a whole, or (iv) becoming aware that would have constituted an exception to the representation set forth in Section 5.6(e). Each party shall give to the other party prompt notice of any representation or warranty made by such party contained in this Agreement has become becoming untrue or inaccurate in any material respect, or of any failure by such party to comply with or satisfy in any material respect any covenant covenant, condition or agreement to be complied with or performed satisfied by it pursuant to under this Agreement; provided, in each case if and only to the extent however, that no such untruth, inaccuracy, or failure would reasonably likely to cause any of the conditions to the Closing set forth in Section 6.1 not to be timely satisfied. No notification given pursuant to this Section 5.9 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 Parent or the Company, as applicable.

Notice of Certain Matters. Each party (a) Prior to the Closing Date, the Company shall will notify each other party give prompt notice in writing promptly to the Purchaser of: (i) any written information that indicates that any representation or warranty of the Company contained herein was not true and correct in any material respect as of the date hereof or will not be true and correct in any material respect as of the Closing Date, (ii) the occurrence of any event which will result, or has a reasonable prospect of resulting, in the failure to satisfy a condition specified herein, (iii) any notice or other written written, or, to the knowledge of any senior officer of the Company, oral communication received by such party from any Person third party alleging that the consent of such Person third party is or may be required in connection with the Merger as a result of transactions contemplated by this Agreement, (iv) any Contract notice of, or other arrangement between such Personcommunication relating to, on the one handany default or event which, with notice or lapse of time or both, would become a default under any Reinsurance Agreement or material Contract, and (v) any fact, condition or change that, individually or in the aggregate, has resulted or is reasonably likely to result in a Material Adverse Effect with respect to the Assumed Business. (b) Prior to the Closing Date, the Purchaser covenants and agrees to give prompt notice in writing to the Company of: (i) any information that indicates that any representation or any warranty of its Subsidiaries the Purchaser contained herein was not true and correct as of the date hereof or anyone acting on their respective behalves, on will not be true and correct as of the other handClosing Date, (ii) the occurrence of any written notice event which will result, or other written communication received by such party from any Governmental Entity (has a reasonable prospect of resulting, in the case of Parent, with respect failure to any Antitrust Laws or Foreign Investment Laws) or any official or employee of any such Governmental Entity in connection with the Mergersatisfy a condition specified herein, (iii) any Legal Proceeding by notice or before any Governmental Entity being initiated by or against such party or any of its Subsidiaries, other written or, to the knowledge of any senior officer of the Purchaser, oral communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement and (iv) any fact, condition or change that, individually or in the case of the Company onlyaggregate, known by such party to be threatened against such party or any of its Subsidiaries or any of their respective directors, officers, employees or stockholders in their capacity as such, or of any written correspondence received by such party from any Person asserting or threatening a claim with respect to the Merger or, in the case of the Company, any of the Company’s assets or properties (including Intellectual Property Rights), in each case, that is, has resulted or is reasonably likely to be, material result in a Material Adverse Effect with respect to the Company and its Subsidiaries, taken as a whole, or Purchaser. (ivc) becoming aware that any representation or warranty made by such party in this Agreement has become untrue or inaccurate in any material respect, or The giving of any failure such notice under this Section 5.10 or the providing of the financial statements contemplated by such party to comply with Section 5.11 shall in no way change or satisfy in any material respect any covenant modify the Company's or agreement to be complied with the Purchaser's representations and warranties or performed by it pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy, or failure would reasonably likely to cause any of the conditions to the Closing set forth in Section 6.1 not to be timely satisfied. No notification given pursuant to this Section 5.9 shall affect the representations, warranties, covenants or other agreements either party's obligations contained 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 Parent the Purchaser or the Company, as applicableCompany hereunder.

Notice of Certain Matters. Each party (a) The Company shall will notify each other party Purchaser in writing promptly (and in any event by the end of the following Business Day) after receipt or learning of: (i) any written notice or other written communication received by such party from any Person alleging that the consent of such Person is or may be required in connection with the Merger as a result of any Contract or other arrangement between such Person, on the one hand, and the Company or any of its Subsidiaries or anyone acting on their respective behalves, on the other hand, transactions contemplated by this Agreement; (ii) any written notice or other written communication received by such party from any Governmental Entity (in the case of Parent, with respect to any Antitrust Laws or Foreign Investment Laws) or any official or employee of any such Governmental Entity in connection with the Merger, Merger or the other transactions contemplated by this Agreement; (iii) any Legal Proceeding Action by or before any Governmental Entity being or arbitrator initiated by or against such party it or any of its SubsidiariesSubsidiary, or, in the case of or known by the Company only, known by such party or any Subsidiary to be threatened against such party the Company or any of its Subsidiaries Subsidiary or any of their respective directors, officers, employees or stockholders in their capacity as such, or of any verbal or written correspondence received by such party from any Person asserting or threatening implying a claim against the Company or with respect to the Merger or, in the case of the Company, any of the Company’s its assets or properties (including Intellectual Property RightsProperty), in each case, that is, or is reasonably likely to be, material to the Company and its Subsidiaries, taken as a whole, or ; (iv) becoming aware that any change, occurrence or other Effect not in the Ordinary Course of Business, (v) a Material Adverse Change; or (vi) any claim, or any verbal or written inquiry by any Tax Authority, regarding Taxes payable by the Company or any Subsidiary. (b) The Company shall give prompt notice to Purchaser of (i) any representation or warranty made by such party it contained in this Agreement has become becoming untrue or inaccurate in any material respect, or of (ii) any failure by such party of the Company to comply with or satisfy in any material respect any covenant covenant, condition or agreement to be complied with or performed satisfied by it pursuant to under this Agreement, in each case if and only to or (iii) the extent occurrence or non-occurrence of any event, change, event or other Effect that such untruth, inaccuracy, or failure would is reasonably likely to cause any of the conditions to the Closing closing set forth in Section 6.1 Article X not to be timely satisfied. No ; provided, however, that no such notification given delivered pursuant to this Section 5.9 8.8(b) shall be deemed to cure any breach of or otherwise affect the representations, warranties, covenants or other agreements of the parties herein or affect the satisfaction or non-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 Parent Purchaser. (c) Subject to compliance with applicable Law, from the Agreement Date until the earlier of the termination of this Agreement in accordance with Article XI or the CompanyEffective Time, the Company shall promptly notify Purchaser of, and confer from time to time as applicablerequested by Purchaser with one or more Representatives of Purchaser to discuss, any material changes or developments in the operational matters of the Company and each Subsidiary, and the general status of the ongoing operations of the Company and each Subsidiary. Nothing contained in this Agreement shall give Purchaser, directly or indirectly, the right to control, direct or interfere with the operations of the Company prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, control and supervision over its business operations.

Notice of Certain Matters. Each party shall The Company will notify each other party Parent in writing promptly after learning of: (i) any written notice or other written communication received by such party from any Person alleging that the consent of such Person is or may be required in connection with the Merger as a result of any Contract or other arrangement between such Person, on the one hand, and the Company or any of its Subsidiaries or anyone acting on their respective behalves, on the other hand, Merger; (ii) any written notice or other written communication received by such party from any Governmental Entity (in the case of Parent, with respect to any Antitrust Laws or Foreign Investment Laws) or any official or employee of any such Governmental Entity in connection with the Merger, ; (iii) any Legal Proceeding action, suit, arbitration, mediation, proceeding, claim or investigation by or before any Governmental Entity being or arbitrator initiated by or against such party it or any of its SubsidiariesSubsidiary, or, in the case of or known by the Company only, known by such party or any Subsidiary to be threatened against such party Company or any of its Subsidiaries Subsidiary or any of their respective directors, officers, employees or stockholders in their capacity as such, or of any verbal or written correspondence received by such party from any Person asserting or threatening implying a claim against the Company or with respect to the Merger or, in the case of the Company, any of the Company’s its assets or properties (including Intellectual Property RightsProperty), in each case, that is, or is reasonably likely to be, material to the Company and its Subsidiaries, taken as a whole, or ; (iv) becoming aware any written claim by any taxing Authority regarding material Taxes payable by the Company; or (v) any event that occurs after the Agreement Date, that had it occurred prior to the Agreement Date, would have constituted a material exception to the representation set forth in Section 2.4(e); provided that Parent shall not have any right to terminate this Agreement or assert the failure of the condition to Closing set forth in Section 6.3(b) due to a failure of the Company to notify Parent as required by this first sentence of Section 5.9. The Company shall give prompt notice to Parent of (x) any representation or warranty made by such party the Company in this Agreement has become becoming to the Company’s knowledge untrue or inaccurate such that the condition to Closing set forth in any material respectSection 6.3(a) would not be satisfied as of the time such representation or warranty becomes untrue or inaccurate, or of (y) any failure by such party of the Company to comply with or satisfy in any material respect any covenant covenant, condition or agreement to be complied with or performed satisfied by it pursuant under this Agreement such that the condition to this Agreement, in each case if and only to the extent that such untruth, inaccuracy, or failure would reasonably likely to cause any of the conditions to the Closing set forth in Section 6.1 6.3(b) would not be satisfied as of the time of such failure to comply with or satisfy, or (z) any change, occurrence or event which, individually or in the aggregate with any other changes, occurrences and events, would reasonably be timely satisfied. No expected to have a Material Adverse Effect on the Company; provided, that no such notification given pursuant to this Section 5.9 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 Parent or the Company, as applicableParent.

Notice of Certain Matters. Each party shall The Company will notify each other party Parent in writing promptly after learning of: (i) any written notice or other written communication received by such party from any Person alleging that the consent of such Person person is or may be required in connection with the Merger as a result of Merger; (ii) any Contract notice or other arrangement between such Personcommunication from any Governmental Entity in connection with the Merger; (iii) any action, on the one handsuit, and 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 known by the Company or any of its Subsidiaries or anyone acting on their respective behalves, on the other hand, (ii) any written notice or other written communication received by such party from any Governmental Entity (in the case of Parent, with respect to any Antitrust Laws or Foreign Investment Laws) or any official or employee of any such Governmental Entity in connection with the Merger, (iii) any Legal Proceeding by or before any Governmental Entity being initiated by or against such party or any of its Subsidiaries, or, in the case of the Company only, known by such party to be threatened against such party the Company or any of its Subsidiaries or any of their respective directors, officers, employees or stockholders shareholders in their capacity as such, or of any verbal or written correspondence received by such party from any Person asserting or threatening implying a claim against the Company or with respect to the Merger or, in the case of the Company, any of the Company’s its assets or properties (including Intellectual Property Rights), in each case, Property) that is, or is reasonably likely to be, material to the Company and its Subsidiaries, taken as a whole, or ; (iv) becoming aware any change, occurrence or event which is reasonably likely to cause any of the conditions to closing set forth in Article VI 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 an exception to the representation set forth in Section 2.4(f). The Company shall give prompt notice to Parent of any representation or warranty made by such party it contained in this Agreement has become becoming untrue or inaccurate in any material respect, or of any failure by such party of the Company to comply with or satisfy in any material respect any covenant covenant, condition or agreement to be complied with or performed satisfied by it pursuant to under this Agreement, in each case if and only to the extent provided, however, that no such untruth, inaccuracy, or failure would reasonably likely to cause any of the conditions to the Closing set forth in Section 6.1 not to be timely satisfied. No notification given pursuant to this Section 5.9 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 Parent or the Company, as applicableParent.

Notice of Certain Matters. Each party shall During the period commencing on the Agreement Date and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 or the Effective Time, the Company will notify each other party Parent in writing promptly after learning of: (i) any written notice or other written communication received by such party from any Person alleging that the consent of such Person is or may be required in connection with the Merger as a result of Merger; (ii) any Contract notice or other arrangement between such Personcommunication from any Governmental Entity in connection with the Merger; (iii) any Proceeding by or before any court, on Governmental Entity or arbitrator initiated by or against the one handCompany or any of its Subsidiaries, and or known by the Company or any of its Subsidiaries or anyone acting on their respective behalves, on the other hand, (ii) any written notice or other written communication received by such party from any Governmental Entity (in the case of Parent, with respect to any Antitrust Laws or Foreign Investment Laws) or any official or employee of any such Governmental Entity in connection with the Merger, (iii) any Legal Proceeding by or before any Governmental Entity being initiated by or against such party or any of its Subsidiaries, or, in the case of the Company only, known by such party to be threatened against such party Company or any of its Subsidiaries or any of their respective directors, officers, employees or stockholders shareholders in their capacity as such, or of any verbal or written correspondence received by such party from any Person asserting or threatening implying a material claim against the Company or with respect to the Merger or, in the case of the Company, any of the Company’s its material assets or properties (including Intellectual Property RightsProperty); (iv) any change, occurrence or event not in each casethe ordinary course of business of the Company or any of its Subsidiaries; (v) any Material Adverse Effect on the Company; or (vi) any material claim or any written inquiry by any Tax Authority, that isregarding Taxes payable by the Company. Subject to compliance with applicable Legal Requirements, from the Agreement Date until the earlier of the termination of this Agreement in accordance with Section 7.1 and the Effective Time, the Company shall notify Parent of, and confer from time to time as requested by Parent with one or is reasonably likely more representatives of Parent to bediscuss, any material to changes or developments in the operational matters of the Company and its Subsidiaries and the general status of the ongoing operations of the Company and its Subsidiaries. During the period commencing on the Agreement Date and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 or the Effective Time, taken as a whole, or (iv) becoming aware that the Company shall give prompt notice to Parent of any representation or warranty made by such party it contained in this Agreement has become becoming materially untrue or inaccurate in any material respectinaccurate, or of any failure by such party of the Company to comply with or satisfy in any material respect any covenant covenant, condition or agreement to be complied with or performed satisfied by it pursuant to under this Agreement, in each case if and only to the extent provided, however, that no such untruth, inaccuracy, or failure would reasonably likely to cause any of the conditions to the Closing set forth in Section 6.1 not to be timely satisfied. No notification given pursuant to this Section 5.9 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 Parent or the parties hereto. The failure of the Company to provide notice as set forth in this Section 5.9 shall not be deemed a material breach of the Company, as applicable's obligations pursuant to Section 6.3(b) if the underlying matter would not give rise to the Company's inability to satisfy the conditions set forth in Sections 6.1 or 6.3.

Notice of Certain Matters. Each party (a) The Company shall will use its commercially reasonable efforts to notify each other party Parent in writing promptly after obtaining knowledge of: (i) any written notice or other written communication received by such party from any Person alleging that the consent of such Person is or may be required in connection with the Merger as a result of any Contract or other arrangement between such Person, on the one hand, and the Company or any of its Subsidiaries or anyone acting on their respective behalves, on the other handMerger, (ii) any written notice or other written communication received by such party from any Governmental Entity (in the case of Parent, with respect to any Antitrust Laws or Foreign Investment Laws) or any official or employee of any such Governmental Entity in connection with the Merger, (iii) any Legal Proceeding by or before any Governmental Entity being initiated by or against it or any Subsidiary, or known by the Company or any Subsidiary to be threatened against the Company or any Subsidiary or any of their respective directors, officers, employees or stockholders in their capacity as such, that, had it occurred prior to the Agreement Date, would have constituted an exception to the representation set forth in the first sentence of Section 2.6, or (iv) any event that occurs after the Agreement Date, that, had it occurred prior to the Agreement Date, would have constituted an exception to the representations set forth in the first sentence of Section 2.12(c). (b) Parent shall use its commercially reasonable efforts to notify the Company in writing promptly after obtaining knowledge of: (i) any written notice or other written communication from any Person alleging that the consent of such party Person is or may be required in connection with the Merger, (ii) any written notice or other written communication from any Governmental Entity or any official or employee of any Governmental Entity in connection with the Merger, (iii) any Legal Proceeding by or before any Governmental Entity being initiated by or against it, or known by Parent to be threatened against Parent or any of its Subsidiaries, or, in the case of the Company only, known by such party to be threatened against such party or any of its Subsidiaries or any of their respective directors, officers, employees or stockholders in their capacity as such, or of any written correspondence received by such party from any Person asserting or threatening a claim with respect against Parent that relates to this Agreement or the Merger or, in the case of the Company, any of the Company’s assets or properties (including Intellectual Property Rights)Merger, in each case, of clauses (i) through (iii) that is, would reasonably be expected to prevent or is reasonably likely materially delay Parent’s ability to be, material to consummate the Company and its Subsidiaries, taken as a whole, or transactions contemplated by this Agreement. (ivc) becoming aware that any representation or warranty made by such Each party will notify the other party in this Agreement has become untrue or inaccurate in any material respect, or writing promptly after learning of any failure by such party to comply with change, occurrence or satisfy in any material respect any covenant or agreement to be complied with or performed by it pursuant to this Agreement, in each case if and only to the extent event that such untruth, inaccuracy, or failure would is reasonably likely to cause any of the such other party’s conditions to the Closing closing set forth in Section 6.1 Article VI not to be timely satisfied. . (d) No notification given pursuant to this Section 5.9 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 Parent or the Company, as applicable.

Notice of Certain Matters. (a) Each party shall will notify each the other party in writing promptly after learning of: (i) any written notice or other written communication received by such party from any Person alleging that the consent of such Person person is or may be required in connection with the Merger Merger; (ii) any notice or other communication from any Governmental Entity relating to the Merger; (iii) any change, occurrence or event which, individually or in the aggregate with any other changes, occurrences and events, is reasonably likely to cause any of the conditions to closing set forth in Article 6 not to be satisfied; or (iv) any event that occurs after the date of this Agreement, that had it occurred prior to the date of this Agreement, would have constituted an exception to any representation made by such party set forth in Article 2 or Article 3 of this Agreement, as a result applicable. Each party shall give prompt notice to the other party of any Contract representation or other arrangement between such Personwarranty made by it contained in this Agreement becoming untrue or inaccurate, on the one hand, and the Company 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 shall affect the representations, warranties, covenants or agreements of the parties herein or affect the satisfaction or non-satisfaction of any conditions to the obligations of the parties under this Agreement or otherwise limit or affect the remedies available hereunder to the other party. (b) The Company will notify Parent in writing promptly after learning of: (i) any change, occurrence or event not in the ordinary course of its Subsidiaries or anyone acting on their respective behalves, on the other handany Subsidiary’s business, (ii) any written notice change, occurrence or other written communication received by such party from any Governmental Entity (event which, individually or in the case of Parentaggregate with any other changes, with respect occurrences and events, could reasonably be expected to any Antitrust Laws or Foreign Investment Laws) or any official or employee of any such Governmental Entity in connection with have a Material Adverse Effect on the MergerCompany, (iii) any Legal claim, or any verbal or written inquiry by any Taxing Authority, regarding Taxes payable by the Company or any Subsidiary, (iv) any Proceeding by or before any Governmental Entity being or arbitrator initiated by or against such party it or any of its Subsidiaries, or, in the case of or known by the Company only, known by such party or any Subsidiary to be threatened against such party Company or any of its Subsidiaries or any of their respective directors, officers, employees or stockholders in their capacity as such, or of any verbal or written correspondence received by such party from any Person asserting or threatening implying a claim against the Company or with respect to the Merger or, in the case of the Company, any of the Company’s its assets or properties (including Intellectual Property Rights), in each case, Property) that is, or is reasonably likely to be, material to the Company and its Subsidiaries, taken as a wholeCompany; or (v) any claim, or (iv) becoming aware that any representation verbal or warranty made written inquiry by such party in this Agreement has become untrue any Taxing Authority, regarding Taxes payable by the Company or inaccurate in any material respect, or of any failure by such party to comply with or satisfy in any material respect any covenant or agreement to be complied with or performed by it pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy, or failure would reasonably likely to cause any of the conditions to the Closing set forth in Section 6.1 not to be timely satisfied. No notification given pursuant to this Section 5.9 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 Parent or the Company, as applicableSubsidiary.

Notice of Certain Matters. Each party The Company and Parent shall will notify each other party in writing promptly after obtaining knowledge of: (i) any written notice or other written communication received by such party from any Person alleging that the consent of such Person is or may be required in connection with the Merger as a result of any Contract Merger, or other arrangement between such Person, on the one hand, and the Company or any of its Subsidiaries or anyone acting on their respective behalves, on the other hand, (ii) any written notice or other written communication received by such party from any Governmental Entity (in the case of Parent, with respect to any Antitrust Laws or Foreign Investment Laws) or any official or employee of any such Governmental Entity in connection with the Merger, Transactions. The Company shall notify Parent in writing promptly after obtaining knowledge of: (iiia) any Legal Proceeding by or before any Governmental Entity being initiated by or against such party it or any of its SubsidiariesSubsidiary, or, in the case of or known by the Company only, known by such party or any Subsidiary to be threatened against such party the Company or any of its Subsidiaries Subsidiary or any of their respective directors, officers, employees or stockholders in their capacity as such, or of any written correspondence received by such party from any Person asserting or threatening a claim against the Company or with respect to the Merger or, in the case of the Company, any of the Company’s its assets or properties (including Intellectual Property Rights), in each case, Property) that is, or is reasonably likely to be, material to the Company and its the Subsidiaries, taken as a whole; (b) any Effect that (1) is not in the ordinary course of business substantially consistent with past practice of the Company or any Subsidiary, or (iv2) becoming aware that any representation or warranty made by such party in this Agreement has become untrue or inaccurate in any material respect, or of any failure by such party to comply with or satisfy in any material respect any covenant or agreement to be complied with or performed by it pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy, or failure would is reasonably likely to cause any of the conditions to the Closing set forth in Section 6.1 Article VII not to be timely satisfiedsatisfied or (3) would reasonably be expected to be a Company Material Adverse Effect (or would reasonably be expected to become materially adverse to the ability of the Company to consummate the Transactions on a timely basis); (c) any written claim or inquiry by any Taxing Authority regarding Taxes payable by the Company; or (d) any event that occurs after the Agreement Date, that had it occurred prior to the Agreement Date, would have constituted an exception to the representation and warranty set forth in Section 3.4(g). The Company shall give prompt notice to Parent of any event or discovery after the Agreement Date that results or would reasonably be expected to result in any failure of the Company to satisfy any of the conditions set forth in subparagraphs (iv) and (v) of the Offer Conditions. No notification given pursuant to this Section 5.9 6.7 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 Parent or the Company, as applicableParent.

Notice of Certain Matters. Each Without limiting the Company’s obligations under Section 7.5(c), each party shall will notify each the other party in writing promptly ofafter learning of any of the following: (i) any written notice or other written communication received by such party from any Person Third Party alleging that the consent of such Person Third Party is or may be required in connection with the Merger as a result of any Contract or other arrangement between such Person, on the one hand, and the Company or any of its Subsidiaries or anyone acting on their respective behalves, on the other hand, Merger; (ii) any written notice or other written communication received by such party from any Governmental Entity (in the case of Parent, with respect to any Antitrust Laws or Foreign Investment Laws) or any official or employee of any such Governmental Entity in connection with the Merger, ; (iii) any Legal Proceeding action, suit, arbitration, mediation, proceeding, claim or investigation by or before any Governmental Entity being or arbitrator initiated by or against such party it or any of its Subsidiaries, or, in the case of the Company only, or known by such party it or any of its Subsidiaries to be threatened against such party it or any of its Subsidiaries or any of their respective directors, officers, employees or stockholders in their capacity as such, or of any oral or written correspondence received by such party from any Person Third Party asserting or threatening implying a claim against it or with respect to the Merger or, in the case of the Company, any of the Company’s its assets or properties (including Intellectual Property Rights), in each case, Property) that is, or is reasonably likely to be, material to the Company it and its Subsidiaries, taken as a whole, or ; (iv) becoming aware 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 an exception to the representation set forth in Section 5.6(e). Each party shall use commercially reasonable efforts to give to the other party prompt notice of any representation or warranty made by such party contained in this Agreement has known to have become untrue or inaccurate in any material respect, or of any known failure by such party to comply with or satisfy in any material respect any covenant covenant, condition or agreement to be complied with or performed satisfied by it pursuant to under this Agreement; provided, in each case if and only to the extent however, that no such untruth, inaccuracy, or failure would reasonably likely to cause any of the conditions to the Closing set forth in Section 6.1 not to be timely satisfied. No notification given pursuant to this Section 5.9 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 Parent or the Company, as applicable.