Common use of Certain Other Covenants Clause in Contracts

Certain Other Covenants. During the Pre-Closing Period, (i) Seller shall, and shall cause each of its Affiliates to, maintain the Priority Review Voucher in full force and effect and provide Buyer with prompt written notice of any Regulatory Change, (ii) Seller shall not, and shall cause each of its Affiliates not to, (A) enter into any Contract with respect to the Purchased Assets or (B) take or permit, or omit to take any action that would reasonably be expected to adversely affect any of the Purchased Assets, Seller’s or any of its Affiliates’ ability to consummate the transactions contemplated by this Agreement or Buyer’s ownership and rights with respect to any of the Purchased Assets after the Closing, and (iii) Seller shall, and shall cause each of its Affiliates to, provide Buyer with prompt written notice of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or would reasonably be expected to cause any condition to the obligations of Seller to effect the Closing or the failure of Seller to comply with or satisfy in any material respect any covenant to be complied with or satisfied by Seller pursuant to this Agreement; provided the failure by Seller to give notice of any such occurrence as required pursuant to this Section 5.10 with respect to a breach of or inaccuracy in a representation or warranty contained herein shall not, in and of itself, render such breach or inaccuracy to become a failure to comply with a covenant. Such notices provided pursuant to this Section 5.10 shall not be deemed to amend, modify or supplement any representation or warranty provided by Seller in this Agreement or any certificate or document delivered hereunder and shall not operate as a waiver or otherwise affect or impair any of Buyer’s rights under this Agreement (including with respect to Article 7 and Article 8).

Certain Other Covenants. During From and after the Pre-date of this Agreement until the earlier of the Closing Periodor the termination of this Agreement in accordance with its terms, the Parties shall promptly notify the other Parties hereto after becoming aware of (ia) Seller shall, and shall cause each of its Affiliates to, maintain the Priority Review Voucher in full force and effect and provide Buyer with prompt written notice any breach of any Regulatory Changecovenant of such Party set forth herein or in any Ancillary Document, or (iib) Seller shall not, and shall cause each of its Affiliates not to, any event or circumstance that could reasonably be expected to (A1) enter into any Contract with respect to the Purchased Assets Company, be a Company Material Adverse Effect or, with respect to STPC, be a STPC Material Adverse Effect or (B2) take otherwise cause or permit, or omit to take any action that would reasonably be expected to adversely affect result in any of the Purchased Assetsconditions set forth in Article 6 not being satisfied or the satisfaction of those conditions being materially delayed. Without in any way limiting the generality of the foregoing, Seller’s the Company shall (i) as promptly as practicable inform STPC in the event any Proceeding is brought against any Group Company by or on behalf of any of its Affiliates’ ability to consummate Pre-Closing Holder in connection with the transactions contemplated by this Agreement or Buyer’s ownership and rights with respect any Ancillary Document or any Pre-Closing Holder provides notice to a Group Company that it is or may be in violation or breach of any of their respective Governing Documents or the Purchased Assets after the Closing, and (iii) Seller shall, and shall cause each Company Shareholder Agreements as a result of its Affiliates toexecution, provide Buyer with prompt written notice deliver and performance of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or would reasonably be expected to cause any condition to the obligations of Seller to effect the Closing or the failure of Seller to comply with or satisfy in any material respect any covenant to be complied with or satisfied by Seller pursuant to this Agreement; provided the failure by Seller to give notice of any such occurrence as required pursuant to this Section 5.10 with respect to a breach of or inaccuracy in a representation or warranty contained herein shall not, in and of itself, render such breach or inaccuracy to become a failure to comply with a covenant. Such notices provided pursuant to this Section 5.10 shall not be deemed to amend, modify or supplement any representation or warranty provided by Seller in this Agreement or any certificate Ancillary Document, and (ii) keep STPC reasonably apprised of the status of any such pending Proceeding. STPC shall (x) as promptly as practicable inform the Company in writing the event any Proceeding is brought by any Person other than a Group Company against STPC or document delivered hereunder its Subsidiaries in connection with the transactions contemplated by this Agreement or any Ancillary Document and (y) keep the Company reasonably apprised of the status of any such pending Proceeding. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not operate as a waiver or otherwise affect or impair any of Buyer’s rights under the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties, or covenants contained in this Agreement (including with respect to Article 7 and Article 8)have been breached.

Certain Other Covenants. During From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Parties shall promptly notify the other Parties hereto after becoming aware of (a) any breach of any covenant of such Party set forth herein or in any Ancillary Document, or (b) any event or circumstance that could reasonably be expected to (1) with respect to the Company, be a Company Material Adverse Effect or, with respect to Acquiror, be an Acquiror Material Adverse Effect or (2) otherwise cause or result in any of the conditions set forth in ‎Article 6 not being satisfied or the satisfaction of those conditions being materially delayed. Without in any way limiting the generality of the foregoing, the Company shall (i) promptly inform Acquiror in the event any Proceeding is brought against any Group Company by or on behalf of any Pre-Closing PeriodHolder or any Pre-Closing Holder provides notice to a Group Company that it is or may be in violation or breach of any of their respective Governing Documents or the Company Shareholder Agreements, and (iii) Seller keep Acquiror reasonably apprised of the status of any pending material Proceedings (including, any Proceedings pending or subsequently brought by any equityholder or Affiliate of a Group Company) and promptly deliver copies to Acquiror of all material pleadings, motions and other documents relating thereto upon filing or delivering such pleadings, motions or other documents, or in the event the Company is the recipient of such pleadings, motions or other documents, promptly following such receipt; provided, however, that the Company may not deliver such documents if prohibited by Law or if delivery could, as reasonably determined upon the advice of outside legal counsel, result in the loss of the ability to successfully assert any attorney-client or work product privilege (provided that, in each case, the Company shall, and shall cause each of its Affiliates the other Group Companies to, maintain use best efforts to provide (1) such materials as can be provided (or otherwise convey such information regarding the Priority Review Voucher applicable matter as can be conveyed) and (2) such other information, in full force and effect and provide Buyer with prompt written a manner without violating such privilege or Law). No such notice of any Regulatory Change, (ii) Seller shall not, and shall cause each of its Affiliates constitute an acknowledgement or admission by the Party providing the notice regarding whether or not to, (A) enter into any Contract with respect to the Purchased Assets or (B) take or permit, or omit to take any action that would reasonably be expected to adversely affect any of the Purchased Assets, Seller’s conditions to the Closing have been satisfied or any of its Affiliates’ ability to consummate the transactions contemplated by this Agreement in determining whether or Buyer’s ownership and rights with respect to not any of the Purchased Assets after the Closingrepresentations, and (iii) Seller shall, and shall cause each of its Affiliates to, provide Buyer with prompt written notice of the occurrence warranties or non-occurrence of any event the occurrence or non-occurrence of which has caused or would reasonably be expected to cause any condition to the obligations of Seller to effect the Closing or the failure of Seller to comply with or satisfy in any material respect any covenant to be complied with or satisfied by Seller pursuant to this Agreement; provided the failure by Seller to give notice of any such occurrence as required pursuant to this Section 5.10 with respect to a breach of or inaccuracy in a representation or warranty covenants contained herein shall not, in and of itself, render such breach or inaccuracy to become a failure to comply with a covenant. Such notices provided pursuant to this Section 5.10 shall not be deemed to amend, modify or supplement any representation or warranty provided by Seller in this Agreement or any certificate or document delivered hereunder and shall not operate as a waiver or otherwise affect or impair any of Buyer’s rights under this Agreement (including with respect to Article 7 and Article 8)have been breached.

Certain Other Covenants. During From and after the Pre-date of this Agreement until the earlier of the Closing Periodor the termination of this Agreement in accordance with its terms, the Parties shall promptly notify the other Parties hereto after becoming aware of (ia) Seller shall, and shall cause each of its Affiliates to, maintain the Priority Review Voucher in full force and effect and provide Buyer with prompt written notice any breach of any Regulatory Changecovenant of such Party set forth herein or in any Ancillary Document, or (iib) Seller shall not, and shall cause each of its Affiliates not to, any event or circumstance that could reasonably be expected to (A1) enter into any Contract with respect to the Purchased Assets Company, be a Company Material Adverse Effect or, with respect to STPK, be a STPK Material Adverse Effect or (B2) take otherwise cause or permit, or omit to take any action that would reasonably be expected to adversely affect result in any of the Purchased Assetsconditions set forth in Article 6 not being satisfied or the satisfaction of those conditions being materially delayed. Without in any way limiting the generality of the foregoing, Seller’s the Company shall (i) as promptly as practicable inform STPK in the event any Proceeding is brought against any Group Company by or on behalf of any of its Affiliates’ ability to consummate Pre-Closing Holder in connection with the transactions contemplated by this Agreement or Buyer’s ownership and rights with respect any Ancillary Document or any Pre-Closing Holder provides notice to a Group Company that it is or may be in violation or breach of any of their respective Governing Documents or the Purchased Assets after the Closing, and (iii) Seller shall, and shall cause each Company Shareholder Agreements as a result of its Affiliates toexecution, provide Buyer with prompt written notice deliver and performance of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or would reasonably be expected to cause any condition to the obligations of Seller to effect the Closing or the failure of Seller to comply with or satisfy in any material respect any covenant to be complied with or satisfied by Seller pursuant to this Agreement; provided the failure by Seller to give notice of any such occurrence as required pursuant to this Section 5.10 with respect to a breach of or inaccuracy in a representation or warranty contained herein shall not, in and of itself, render such breach or inaccuracy to become a failure to comply with a covenant. Such notices provided pursuant to this Section 5.10 shall not be deemed to amend, modify or supplement any representation or warranty provided by Seller in this Agreement or any certificate Ancillary Document, and (ii) keep STPK reasonably apprised of the status of any such pending Proceeding. STPK shall (x) as promptly as practicable inform the Company in writing the event any Proceeding is brought by any Person other than a Group Company against STPK or document delivered hereunder its Subsidiaries in connection with the transactions contemplated by this Agreement or any Ancillary Document and (y) keep the Company reasonably apprised of the status of any such pending Proceeding. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not operate as a waiver or otherwise affect or impair any of Buyer’s rights under the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties, or covenants contained in this Agreement (including with respect to Article 7 and Article 8)have been breached.