Common use of Advise of Changes Clause in Contracts

Advise of Changes. The Company and Parent, as applicable, shall promptly advise the other Party in writing of (a) the occurrence or non-occurrence of any event that would render any representation or warranty of the Company or Parent, as applicable, untrue or inaccurate at or prior to the Closing, (b) any breach of any covenant or obligation of the Company or Parent, as applicable, pursuant to this Agreement or any Company Ancillary Agreement or Parent Ancillary Agreement, (c) any Material Adverse Effect with respect to the Company or Parent, or (d) any change, event, circumstance, condition or effect that would cause, or reasonably be expected to cause, any of the conditions set forth in Section 8.1 or Section 8.2 not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not be deemed to amend or supplement the Company Disclosure Letter and shall not cure any breach of, or non- compliance with, any other provision of this Agreement or limit the right of Parent, Company or any Indemnified Party to indemnification, compensation or reimbursement under Article 10, or any right of Parent or the Company to claim a failure of a condition to Closing set forth in Section 8.1 or Section 8.2, as applicable, with respect to any matters disclosed pursuant to this Section 5.1.

Advise of Changes. The Company and Parent, as applicable, shall promptly advise the other Party Parent in writing of (a) the occurrence or non-occurrence of any event that would render any representation or warranty of the Company or Parent, as applicable, contained in Article 3 untrue or inaccurate at or prior to the Closing, provided, however, that any failure to do so by the Company will, for all purposes under Article 10, be treated as a breach of the underlying representation or warranty and not a breach of a covenant, (b) any breach of any covenant or obligation of the Company or Parent, as applicable, pursuant to this Agreement or any Company Ancillary Agreement or Parent Ancillary Agreement, (c) any Material Adverse Effect with respect to the Company or ParentCompany, or (d) any change, event, circumstance, condition or effect that would cause, or reasonably be expected to cause, any of the conditions set forth in Section 8.1 or Section 8.2 not to be satisfied; provided, however, that the delivery of any notice by the Company pursuant to this Section 5.1 shall not be deemed to amend or supplement the Company Disclosure Letter and shall not cure any breach of, or non- non-compliance with, any other provision of this Agreement or limit the right of Parent, Company Parent or any Indemnified Party to indemnification, compensation or reimbursement under Article 10, or any right of Parent or the Company to claim a failure of a condition to Closing set forth in Section 8.1 or Section 8.2, as applicable, with respect to any matters disclosed pursuant to this Section 5.1.

Advise of Changes. The Company and Parent, as applicable, shall promptly advise the other Party Parent in writing of (a) the occurrence or non-occurrence of any event occurring subsequent to the Agreement Date that would render any representation or warranty of the Company or Parent, as applicable, contained in Article 3 untrue or inaccurate at or prior such that the condition set forth in Section 7.2(a) could reasonably be expected to the Closingnot be satisfied, (b) any breach of any covenant or obligation of the Company or Parent, as applicable, pursuant to this Agreement or any Company Ancillary Agreement or Parent Ancillary Agreementsuch that the condition set forth in Section 7.2(b) could reasonably be expected to not be satisfied, (c) any Material Adverse Effect with respect to Change in the Company or ParentCompany, or (d) any change, event, circumstance, condition or effect that would causeresult, or reasonably be expected to causeresult, in a Material Adverse Effect on the Company or cause any of the conditions set forth in Section 8.1 or Section 8.2 7.2 not to be satisfied; provided, however, that the delivery of any notice by the Company pursuant to this Section 5.1 shall not be deemed to amend or supplement the Company Disclosure Letter and shall not cure any breach of, or non- non-compliance with, any other provision of this Agreement or limit the right of Parent, Company Parent or any Parent Indemnified Party Person to indemnification, compensation or reimbursement indemnification under Article 109, or any right of Parent or the Company to claim a failure of a condition to Closing set forth in Section 8.1 7.1 or Section 8.27.2, as applicable, with respect to any matters disclosed pursuant to this Section 5.1.