Common use of Advice of Changes; Filings Clause in Contracts

Advice of Changes; Filings. The Company and Parent shall promptly advise the other party orally and in writing if (i) any representation or warranty made by it (and, in the case of Parent, made by Sub) contained in this Agreement becomes untrue or inaccurate in a manner that would result in the failure of the condition set forth in Section 6.02(a) or Section 6.03(a) or (ii) it (and, in the case of Parent, Sub) fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (and, in the case of Parent, Sub) under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The Company and Parent shall, to the extent permitted by Law, promptly provide the other with copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement, other than the portions of such filings that include confidential or proprietary information not directly related to the transactions contemplated by this Agreement.

Advice of Changes; Filings. The Company and Parent shall promptly advise the other party orally and in writing if of (i) any representation or warranty made by it (and, in the case of Parent, made by Sub) contained in this Agreement becomes that is qualified as to materiality becoming untrue or inaccurate in a manner any respect or any such representation or warranty that would result is not so qualified becoming untrue or inaccurate in the failure of the condition set forth in Section 6.02(a) or Section 6.03(a) any material respect or (ii) the failure of it (and, in the case of Parent, of Sub) fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (and, in the case of Parent, of Sub) under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The Company and Parent shall, to the extent permitted by Lawlaw, promptly provide the other with copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreementhereby, other than the portions of such filings that include confidential or proprietary information not directly related to the transactions contemplated by this Agreement.

Advice of Changes; Filings. The Company and Parent shall promptly advise the other party orally and in writing if (i) any representation or warranty made by it (and, in the case of Parent, made by Merger Sub) contained in this Agreement becomes untrue or inaccurate in a manner that would or would be reasonably likely to result in the failure of the condition conditions set forth in Section 6.02(a) or Section 6.03(a) Annex A or (ii) it (and, in the case of Parent, Merger Sub) fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (and, in the case of Parent, Merger Sub) under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The Company and Parent shall, and Parent shall cause Merger Sub to, to the extent permitted by Law, promptly provide the other with copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement, other than the portions of such filings that include confidential or proprietary information not directly related to the transactions contemplated by this Agreement.

Advice of Changes; Filings. The Company and Parent shall promptly advise the other party orally and in writing if of (i) any representation or warranty made by it (and, in the case of Parent, made by Sub) contained in this Agreement becomes that is qualified as to materiality becoming untrue or inaccurate in a manner any respect or any such representation or warranty that would result is not so qualified becoming untrue or inaccurate in the failure of the condition set forth in Section 6.02(a) or Section 6.03(a) any material respect or (ii) the failure of it (and, in the case of Parent, of Sub) fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (and, in the case of Parent, Sub) under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The Company and Parent shall, to the extent permitted by Lawlaw, promptly provide the other with copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreementhereby, other than the portions of such filings that include confidential or proprietary information not directly related to the transactions contemplated by this Agreement.

Advice of Changes; Filings. The Company and Parent shall promptly advise the other party orally and in writing if of (i) any representation or warranty made by it (and, in the case of Parent, made by Sub) contained in this Agreement becomes that is qualified as to materiality becoming untrue or inaccurate in a manner any respect or any such representation or warranty that would result is not so qualified becoming untrue or inaccurate in the failure of the condition set forth in Section 6.02(a) or Section 6.03(a) any material respect or (ii) the failure of it (and, in the case of Parent, of Sub) fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (and, in the case of Parent, Sub) under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The Company and Parent shall, to the extent permitted by Law, shall promptly provide the other with copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreementhereby, other than the portions of such filings that include confidential or proprietary information not directly related to the transactions contemplated by this Agreement.

Advice of Changes; Filings. The Company and Parent shall promptly advise the other party orally and in writing if of (i) any representation or warranty made by it (and, in the case of Parent, made by Sub) contained in this Agreement becomes that is qualified as to materiality becoming untrue or inaccurate in a manner any respect or any such representation or warranty that would result is not so qualified becoming untrue or inaccurate in the failure of the condition set forth in Section 6.02(a) or Section 6.03(a) any material respect or (ii) the failure of it (and, in the case of Parent, of Sub) fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (and, in the case of Parent, Sub) under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The Company and Parent shall, to the extent permitted by Law, shall each promptly provide the other with copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreementhereby, other than the portions of such filings that include confidential or proprietary information not directly related to the transactions contemplated by this Agreement.

Advice of Changes; Filings. The Company and Parent shall promptly advise the other party orally and in writing if (i) any representation or warranty made by it (and, in the case of Parent, made by Merger Sub) contained in this Agreement becomes untrue or inaccurate in a manner that would or would be reasonably likely to result in the failure of the condition set forth in Section 6.02(a) or Section 6.03(a) Annex A or (ii) it (and, in the case of Parent, Merger Sub) fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (and, in the case of Parent, Merger Sub) under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The Company and Parent shall, to the extent permitted by Law, promptly provide the other with copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement, other than the portions of such filings that include confidential or proprietary information not directly related to the transactions contemplated by this Agreement.

Advice of Changes; Filings. The Company and Parent shall promptly advise the other party orally and in writing if of (i) any representation or warranty made by it (and, in the case of Parent, made by Sub) contained in this Agreement becomes becoming untrue or inaccurate in a manner that would result in the failure of the condition set forth in clause (vi)(a) of Exhibit A or that would give rise to a right of termination set forth in Section 6.02(a) or Section 6.03(a) 8.01(d)(A), as the case may be, or (ii) the failure of it (and, in the case of Parent, of Sub) fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (and, in the case of Parent, of Sub) under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The Company and Parent shall, to the extent permitted by Lawlaw, promptly provide the other with copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreementhereby, other than the portions of such filings that include confidential or proprietary information not directly related to the transactions contemplated by this Agreement.

Advice of Changes; Filings. The Each of the Company and Parent shall as promptly as practicable advise the other party orally and in writing if upon obtaining Knowledge of (i) any representation or warranty made by it (and, in the case of Parent, made by Merger Sub) contained in this Agreement becomes that is qualified as to materiality or Company Material Adverse Effect, as the case may be, becoming untrue or inaccurate in a manner any respect or any representation or warranty that would result is not so qualified becoming untrue or inaccurate in the failure of the condition set forth in Section 6.02(a) or Section 6.03(a) any material respect or (ii) the failure of it (and, in the case of Parent, of Merger Sub) fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (and, in the case of Parent, Sub) under this Agreement; provided, however, however that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The Company and Parent shall, to the extent permitted by Law, shall promptly provide the other with copies of all filings made by such party with any Governmental Entity Authority in connection with this Agreement and the transactions contemplated by this Agreement, other than the portions of such filings that include confidential or proprietary information not directly related to the transactions contemplated by this Agreementhereby.

Advice of Changes; Filings. The Company and Parent shall promptly advise the other party orally and in writing if of (i) any representation or warranty made by it (and, in the case of Parent, made by Sub) contained in this Agreement becomes that is qualified as to materiality becoming untrue or inaccurate in a manner any respect or any such representation or warranty that would result is not so qualified becoming untrue or inaccurate in the failure of the condition set forth in Section 6.02(a) or Section 6.03(a) any material respect or (ii) the failure of it (andor, in the case of Parent, Sub) fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (andor, in the case of Parent, Sub) under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The Company and Parent shall, to the extent permitted by Law, shall promptly provide the other with copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreementhereby, other than the portions of such filings that include confidential or proprietary information not directly related to the transactions contemplated by this Agreement.

Advice of Changes; Filings. The Company and Parent shall promptly advise the other party orally and in writing if of (i) any representation or warranty made by it (and, in the case of Parent, made by Sub) contained in this Agreement becomes that is qualified as to materiality becoming untrue or inaccurate in a manner any respect or any such representation or warranty that would result is not so qualified becoming untrue or inaccurate in the failure of the condition set forth in Section 6.02(a) or Section 6.03(a) any material respect or (ii) the failure of it (and, in the case of Parent, of Sub) fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (and, in the case of Parent, Sub) under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The Company and Parent shall, to the extent permitted by Lawlaw, promptly provide the other with copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreementhereby, other than the portions of such filings that include confidential or proprietary information not directly related to the transactions contemplated by this Agreement.

Advice of Changes; Filings. The Each of the Company and Parent shall as promptly as practicable advise the other party orally and in writing if upon obtaining Knowledge of (i) any representation or warranty made by it (and, in the case of Parent, made by Merger Sub) contained in this Agreement becomes that is qualified as to materiality, Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, becoming untrue or inaccurate in a manner any respect or any representation or warranty that would result is not so qualified becoming untrue or inaccurate in the failure of the condition set forth in Section 6.02(a) or Section 6.03(a) any material respect or (ii) the failure of it (and, in the case of Parent, of Merger Sub) fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (and, in the case of Parent, Sub) under this Agreement; provided, however, however that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The Company and Parent shall, to the extent permitted by Law, shall promptly provide the other party with copies of all filings made by such party with any Governmental Entity Authority in connection with this Agreement and the transactions contemplated by this Agreement, other than the portions of such filings that include confidential or proprietary information not directly related to the transactions contemplated by this Agreementhereby.

Advice of Changes; Filings. The Company and Parent shall promptly advise the other party orally and in writing if if, to such party’s Knowledge, (i) any representation or warranty made by it (and, in the case of Parent, made by Sub) contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in a manner any respect or any such representation or warranty that would result is not so qualified becomes untrue or inaccurate in the failure of the condition set forth in Section 6.02(a) or Section 6.03(a) any material respect or (ii) it (and, in the case of Parent, Sub) fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (and, in the case of Parent, Sub) under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The Company and Parent shall, to the extent permitted by Lawlaw, promptly provide the other with copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreementhereby, other than the portions of such filings that include confidential or proprietary information not directly related to the transactions contemplated by this Agreement.

Advice of Changes; Filings. The Company and Parent shall promptly advise the other party orally and in writing if (i) any representation or warranty made by it (and, and in the case of Parent, made by Merger Sub) contained in this Agreement becomes untrue or inaccurate in a manner that would or would be reasonably likely to result in the failure of any of the condition conditions set forth in Section 6.02(a) or Section 6.03(a) Article VII or (ii) it (and, and in the case of Parent, Merger Sub) fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (and, in the case of Parent, Merger Sub) under this Agreement; provided, however, that no such notification shall affect any of the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreementset forth in Article VII. The Company and Parent shall, and Parent shall cause Merger Sub to, to the extent permitted by Law, promptly provide the other with copies of all filings made by such party with any Governmental Entity Authority in connection with this Agreement and the transactions contemplated by this AgreementTransactions, other than the portions of such filings that include confidential or proprietary information not directly related to the transactions contemplated by this AgreementTransactions.

Advice of Changes; Filings. The Company and Parent shall promptly advise the other party orally and in writing if of (i) any representation or warranty made by it (and, in the case of Parent, made by Sub) contained in this Agreement becomes becoming untrue or inaccurate in a manner that would result in the failure of the condition set forth in Section 6.02(a) or Section 6.03(a) ), as the case may be, or (ii) the failure of it (and, in the case of Parent, of Sub) fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (and, in the case of Parent, of Sub) under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The Company and Parent shall, to the extent permitted by Lawlaw, promptly provide the other with copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreementhereby, other than the portions of such filings that include confidential or proprietary information not directly related to the transactions contemplated by this Agreement.

Advice of Changes; Filings. The Company and Parent shall promptly advise the other party orally and in writing if if, to such party's Knowledge, (i) any representation or warranty made by it (and, in the case of Parent, made by Sub) contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in a manner any respect or any such representation or warranty that would result is not so qualified becomes untrue or inaccurate in the failure of the condition set forth in Section 6.02(a) or Section 6.03(a) any material respect or (ii) it (and, in the case of Parent, Sub) fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (and, in the case of Parent, Sub) under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The Company and Parent shall, to the extent permitted by Lawlaw, promptly provide the other with copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreementhereby, other than the portions of such filings that include confidential or proprietary information not directly related to the transactions contemplated by this Agreement.

Advice of Changes; Filings. The Company and Parent shall promptly advise the other party orally and in writing if (i) any representation or warranty made by it (and, and in the case of Parent, made by Merger Sub) contained in this Agreement becomes untrue or inaccurate in a manner that would or would be reasonably likely to result in the failure of the condition set forth in Section 6.02(a) or Section 6.03(a) Tender Offer Conditions or (ii) it (and, and in the case of Parent, Merger Sub) fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (and, in the case of Parent, Merger Sub) under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The Company and Parent shall, and Parent shall cause Merger Sub to, to the extent permitted by Law, promptly provide the other with copies of all filings made by such party with any Governmental Entity Authority in connection with this Agreement and the transactions contemplated by this AgreementTransactions, other than the portions of such filings that include confidential or proprietary information not directly related to the transactions contemplated by this AgreementTransactions.