Survival of Certain Provisions The covenants and agreements set forth in Section 4.1, Section 4.2 and Section 5.2 shall survive the Termination of the Company.
Notification of Certain Matters (a) The Company shall give prompt written notice, but in any event no less than within one (1) Business Day, to Parent and Parent shall give prompt written notice, but in any event no less than within one (1) Business Day to the Company, as the case may be, of (i) the discovery by the Company or Parent, as the case may be, of any event, condition, fact, or circumstance that occurred or existed on or prior to the Agreement Date and that caused or constitutes an inaccuracy in any representation or warranty made by such party in this Agreement, (ii) the occurrence or non-occurrence of any event after the Agreement Date which is likely to cause any representation or warranty of the Company or Parent, as the case may be, to be untrue or inaccurate at the Closing Date such that the conditions to closing set forth in Article VI would fail to be satisfied, (iii) any failure by the Company or Parent, as the case may be, to materially comply with or materially satisfy any covenant or other agreement to be complied with by it hereunder such that the conditions to closing set forth in Article VI would fail to be satisfied, and (iv) any event, condition, fact, or circumstance that would make the timely satisfaction of any of the conditions set forth in Article VI impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be; provided, however, that the delivery of any notice pursuant to this Section 5.8(a) shall not limit or otherwise affect any remedies available to Parent or the Company, as the case may be.
Construction of Certain References In this Agreement where the context admits:
Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.