Common use of Conduct; Notification of Certain Matters Clause in Contracts

Conduct; Notification of Certain Matters. Each of Parent and the Company shall use all commercially reasonable efforts to not take, or not fail to take, any action that from the date hereof through the Closing would cause or constitute a breach of any of its respective representations, warranties, agreements and covenants set forth in this Agreement. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which causes or is likely to cause any representation or warranty of the Company or Parent or Merger Subsidiary, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (b) any failure of the Company or Parent or Merger Subsidiary, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.8 shall not limit or otherwise affect the other party’s right to rely on the representations and warranties herein or any the other remedies available to the party receiving such notice.

Conduct; Notification of Certain Matters. Each of Parent Incyte and the Company Synteni ---------------------------------------- shall use all commercially reasonable efforts to not take, or not fail to take, any action that from the date hereof through the Closing would cause or constitute a breach of any of its respective representations, warranties, agreements and covenants set forth in this Agreement. The Company Synteni shall give prompt written notice to ParentIncyte, and Parent Incyte shall give prompt written notice to the CompanySynteni, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which causes or is likely to cause any representation or warranty of the Company Synteni or Parent Incyte or Merger Subsidiary, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (b) any failure of the Company Synteni or Parent Incyte or Merger Subsidiary, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.8 shall not limit or otherwise affect the other party’s 's right to rely on the representations and warranties herein or any the other remedies available to the party receiving such notice.

Conduct; Notification of Certain Matters. Each of Parent and the Company shall will use all commercially reasonable efforts to not take, or not fail to take, any action that from the date hereof through the Closing would cause or constitute a breach of any of its respective representations, warranties, agreements and covenants set forth in this Agreement. The Company shall will give prompt written notice to Parent, and Parent shall will give prompt written notice to the Company, of (a) the occurrence or non-non occurrence of any event, the occurrence or non-occurrence of which causes or is likely to cause any representation or warranty of the Company or Parent or Merger SubsidiarySub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (b) any failure of the Company or Parent or Merger SubsidiarySub, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.8 shall 7.7 will not limit or otherwise affect the other party’s right to rely on the representations and warranties herein or any the other remedies available to the party receiving such notice; and provided further that the parties agree to meet promptly to discuss, in good faith, such failure or breach and potential cures for such failure or breach.

Conduct; Notification of Certain Matters. Each of Parent and the Company shall use all commercially reasonable efforts to not take, or not fail to take, avoid taking any action that and to avoid failing to take any action if the taking of such action or the failure to take such action, as the case may be, from the date hereof through the Closing would cause or constitute a breach of any of its respective representations, warranties, agreements and covenants set forth in this Agreement. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which causes or is likely to cause any representation or warranty of the Company or Parent or Merger Subsidiary, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (b) any failure of the Company or Parent or Merger Subsidiary, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.8 7.11 shall not limit or otherwise affect the other party’s right to rely on the representations and warranties herein or any the other remedies available to the party receiving such notice.

Conduct; Notification of Certain Matters. Each of Parent Purchaser and the Company Shareholders shall use all commercially reasonable efforts to not take, or not fail to take, any action that from the date hereof through the Closing would cause or constitute a breach of any of its respective representations, warranties, agreements and covenants set forth in this Agreement. The Company Shareholders shall give prompt written notice to ParentPurchaser, and Parent Purchaser shall give prompt written notice to the CompanyShareholders’ Representative, on behalf of the Shareholders, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which causes or is likely to cause any representation or warranty of the Company Shareholders, on the one hand, or Parent or Merger SubsidiaryPurchaser, respectivelyon the other hand, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time Closing and (b) any failure of the Company Shareholders or Parent or Merger SubsidiaryPurchaser, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.8 6.6 shall not limit or otherwise affect the other party’s right to rely on the representations and warranties herein or any the other remedies available to the party receiving such notice.

Conduct; Notification of Certain Matters. Each of Parent Purchaser, Seller and the Company Member shall use all commercially reasonable efforts not to not take, or not fail to take, any action that from the date hereof through the Closing would cause or constitute a breach of any of its respective representations, warranties, agreements and covenants set forth in this Agreement. The Company Seller and the Member shall give prompt written notice to Parent, Purchaser and Parent Purchaser shall give prompt written notice to Seller and the Company, Member of (a) the occurrence or non-occurrence of any eventone or more events, the occurrence or non-occurrence of which causes or is likely to cause any representation or warranty of the Company or Parent or Merger Subsidiary, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time Closing and (b) any failure of Seller, the Company Member or Parent or Merger SubsidiaryPurchaser, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.8 4.6 shall not limit or otherwise affect the other party’s right to rely on the representations and warranties herein or any the other remedies available to the party receiving such notice. Nothing in this Section 4.6 shall obligate Purchaser after the Closing to retain or offer employment to any officer or employee of Seller.

Conduct; Notification of Certain Matters. Each of Parent and the Company shall use all commercially reasonable efforts to not take, or not fail to take, any action that from the date hereof through the Closing would cause or constitute a breach of any of its respective representations, warranties, agreements and covenants set forth in this Agreement. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which causes or is likely to cause any representation or warranty of the Company or Parent or Merger Subsidiary, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (b) any failure of the Company or Parent or Merger Subsidiary, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.8 shall not limit or otherwise affect the other party’s 's right to rely on the representations and warranties herein or any the other remedies available to the party receiving such notice.

Conduct; Notification of Certain Matters. Each of Parent Purchaser, the ---------------------------------------- Company and the Company Shareholders shall use all commercially reasonable efforts to not take, or not fail to take, any action that from the date hereof through the Closing would cause or constitute a breach of any of its respective representations, warranties, agreements and covenants set forth in this Agreement. The Shareholders and the Company shall give prompt written notice to ParentPurchaser, and Parent Purchaser shall give prompt written notice to the CompanyCompany and the Shareholders' Representative, on behalf of the Shareholders, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which causes or is likely to cause any representation or warranty of the Company Shareholders or Parent the Company, on the one hand, or Merger SubsidiaryPurchaser, respectivelyon the other hand, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time Closing and (b) any failure of the Shareholders, the Company or Parent or Merger SubsidiaryPurchaser, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.8 6.5 shall not limit or otherwise affect the other party’s 's right to rely on the representations and warranties herein or any the other remedies available to the party receiving such notice.

Conduct; Notification of Certain Matters. Each of Parent Purchaser, Sellers and the Company Stockholder shall use all commercially reasonable efforts not to not take, or not fail to take, any action that from the date hereof through the Closing would cause or constitute a breach of any of its respective representations, warranties, agreements and covenants set forth in this Agreement. The Company Stockholder and Sellers shall give prompt written notice to Parent, Purchaser and Parent Purchaser shall give prompt written notice to the Company, Sellers and Stockholder of (a) the occurrence or non-occurrence of any eventone or more events, the occurrence or non-occurrence of which causes or is likely to cause any representation or warranty of Stockholder or either of Sellers, on the Company one hand, or Parent or Merger SubsidiaryPurchaser, respectivelyon the other hand, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time Closing and (b) any failure of the Company Stockholder, either of Sellers or Parent or Merger SubsidiaryPurchaser, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.8 5.6 shall not limit or otherwise affect the other party’s right to rely on the representations and warranties herein or any the other remedies available to the party receiving such notice. Nothing in this Section 5.6 shall obligate Purchaser after the Closing to retain or offer employment to any officer or employee of either of Sellers.

Conduct; Notification of Certain Matters. Each of Parent and the Company shall use all commercially reasonable efforts to not take, or not fail to take, any action that from the date hereof through the Closing would cause or constitute a breach of any of its respective representations, warranties, agreements and covenants set forth in this Agreement. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which causes or is likely to cause any representation or warranty of the Company or Parent or Merger Subsidiary, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (b) any failure of the Company or Parent or Merger Subsidiary, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.8 shall not limit or otherwise affect the other party’s right to rely on the representations and warranties herein or any the other remedies available to the party receiving such notice; and provided further that the parties agree to meet promptly to discuss, in good faith, such failure or breach and potential cures for such failure or breach.