Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date hereof until the earlier of the Effective Time or the termination of this Agreement, Company shall confer on a regular and frequent basis with one or more representatives of Parent to report on the general status of ongoing operations and litigation, and shall promptly provide Parent or its counsel with copies of all filings made by Company with the SEC or with any Governmental Entity in connection with this Agreement, the Merger and the transactions contemplated hereby and thereby. Each party shall notify the other party of, and will use all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practical after it becomes known to the notifying party, that causes or will cause any covenant or agreement of the notifying party under this Agreement to be breached in any material respect or that renders or will render untrue in any material respect any representation or warranty of the notifying party contained in this Agreement. No notice given pursuant to this Section shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein.
Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date hereof until the Effective Time, each of Parent and the Company shall confer on a regular and frequent basis with one or more Representatives of the other Party to report on the general status of ongoing operations. Each of Parent and the Company shall promptly notify the other in writing of, and will use all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as reasonably practicable after it becomes known to such Party, that causes or will cause any covenant or agreement of Parent or the Company, as the case may be, under this Agreement to be breached in any material respect or that renders or will render untrue in any material respect any representation or warranty of Parent or the Company contained in this Agreement. No notice given pursuant to this paragraph shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein.
Cooperation; Notice; Cure. Between the date of this Agreement and the Closing, each Party shall promptly notify the other Party in writing of, and shall use its Commercially Reasonable Efforts to cure before the Closing Date, as soon as practicable after it becomes known to such Party, (a) any fact or condition that causes or constitutes a breach of any of the representations and warranties of such Party made as of the date hereof or (b) the occurrence after the date hereof of any fact or condition that is or would be reasonably likely to (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had that representation or warranty been made as of the time of the occurrence of, or such Party’s discovery of, such fact or condition. Should any such fact or condition require any change to the Seller Disclosure Schedules delivered herewith, Seller shall promptly deliver to the Purchaser a supplement to such Seller Disclosure Schedules specifying such change. Other than such additions and changes to reflect facts or conditions occurring after the date hereof in the Ordinary Course of Business of the Company (including without limitation the Company enforcing its rights as a plaintiff in litigation), such delivery shall not affect any rights of the Purchaser under Article VII or Section 10.1, and if the Closing occurs, then the Schedules as supplemented by such additions and changes pursuant to this Section 6.2 shall be deemed to modify the applicable provisions of this Agreement for purposes of determining whether an indemnification obligation exists under Article VIII, and to constitute a waiver of the right to indemnification under Article VIII for the matters disclosed in any such supplement. During the same period, each Party also shall promptly notify the other Party of the occurrence of any breach of any covenant of such Party in this Article VI or of the occurrence of any event that may make the satisfaction of the conditions in Article VII impossible or unlikely.
Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date of this Agreement until the Closing Date, each of PharmaHub and WWR shall confer on a regular and frequent basis with one or more representatives of the other party to report on the general status of ongoing operations. WWR shall promptly provide PharmaHub or its counsel with copies of all of its filings made with the SEC or with any Governmental Entity in connection with this Agreement, the Merger and the transactions contemplated hereby and thereby. Each of PharmaHub and WWR shall notify the other of, and will use all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practical after it becomes known to such party, that causes or will cause any covenant or agreement of PharmaHub or WWR under this Agreement to be breached or that renders or will render untrue any representation or warranty of PharmaHub or WWR contained in this Agreement. Each of PharmaHub and WWR also shall notify the other in writing of, and will use all commercially reasonable efforts to cure, before the Closing Date, any violation or breach, as soon as practical after it becomes known to such party, of any representation, warranty, covenant or agreement made by PharmaHub or WWR. No notice given pursuant to this paragraph shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein.
Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date hereof until the Effective Time, each of Buyer and Players shall confer on a regular and frequent basis with one or more representatives of the other party to report on the general status of ongoing operations. Each of Players and Buyer shall promptly notify the other in writing of, and will use all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practical after it becomes known to such party, that causes or will cause any covenant or agreement of Players or Buyer under this Agreement to be breached in any material respect or that renders or will render untrue in any material respect any representation or warranty of Players or Buyer contained in this Agreement.
Cooperation; Notice; Cure. Subject to compliance with applicable Law (including antitrust Laws and Gaming Laws), each of Seller and Purchaser shall confer on a regular and frequent basis with one or more representatives of the other Person to discuss the general status of the business and ongoing operations of the MGM Acquired Entities. Each of the Parties shall promptly notify the other(s) in writing of, and shall use its Commercially Reasonable Efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practical after it becomes known to such Party, that causes or may reasonably be expected to cause any covenant, obligation or agreement under this Agreement to be violated or remain unfilled in any material respect or that renders or shall render untrue in any material respect any representation or warranty contained in this Agreement. Nothing contained in this Section 5.2 above shall prevent any of the Parties from giving such notice, using such efforts or taking any action to cure or curing any such event, transaction or circumstance. No written notice given pursuant to this Section 5.2 shall have any effect on the representations, warranties, covenants, obligations or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein.
Cooperation; Notice; Cure. (a) Subject to compliance with applicable Law (including antitrust Laws and Gaming Laws), from the date hereof until the Closing, Sellers and Buyer shall confer on a regular basis with one or more Representatives of the other party to discuss the general status of the Business. Sellers and the Company shall, to the fullest extent permitted by Law (including antitrust Laws and Gaming Laws), provide up to four (4) Representatives designated by Buyer (the “Designated Buyer Representatives”) with reasonable access to the Reserved Employees during normal business hours, and shall use their reasonable best efforts to assist the Designated Buyer Representatives in familiarizing themselves with the operation of the Business.
(b) Sellers and Buyer shall promptly notify the other in writing of, and will use all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practical after it becomes known to such party, that causes or is reasonably expected to cause any representation, covenant or agreement of Parent, Sellers, the Company or Buyer under this Agreement to be breached in any material respect or that renders or is reasonably expected to render untrue in any material respect any representation or warranty of Parent, Sellers, the Company or Buyer contained in this Agreement. Nothing contained in Section 9.1 above shall prevent Sellers or the Company from giving such notice, using such efforts or taking any action to cure any such event, transaction or circumstance. No notice given pursuant to this Section 9.2 shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein.
Cooperation; Notice; Cure. Each of the Parties shall promptly notify the other(s) in writing of, and shall use its Commercially Reasonable Efforts to cure before the Closing Date, as soon as practicable after it becomes known to such Party, any event, transaction or circumstance, that causes or will cause any covenant, obligation or agreement of such Party under this Agreement to be violated or remain unfulfilled in any material respect or that renders or shall render untrue in any material respect any representation or warranty contained in this Agreement. Nothing contained in this Section 6.2 above shall prevent any of the Parties from giving such notice, using such efforts or taking any action to cure or curing any such event, transaction or circumstance. No written notice given pursuant to this Section 6.2 shall have any effect on the representations, warranties, covenants, obligations or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein.
Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date hereof until the Effective Time, each of Buyer and Lady Luck shall confer on a regular and frequent basis with one or more representatives of the other party to report on the general status of ongoing operations. Each of Lady Luck and Buyer shall promptly notify the other in writing of, and will use all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practical after it becomes known to such party, that causes or will cause any covenant or agreement of Lady Luck or Buyer under this Agreement to be breached in any material respect or that renders or will render untrue in any material respect any representation or warranty of Lady Luck or Buyer contained in this Agreement.
Cooperation; Notice; Cure. Subject to compliance with applicable Law (including, without limitation, antitrust Laws and the Partnership Gaming Laws), from the date hereof until the Closing, each of the Partnership and Buyer shall confer on a regular and frequent basis with one or more representatives of the other party to report on the general status of ongoing operations of the Property. Each of Sellers, the Partnership and Buyer shall promptly notify the other in writing of, and will use all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practical after it becomes known to such party, that causes or will cause any covenant or agreement of the Sellers, Partnership, Buyer Parent or Buyer under this Agreement to be breached in any material respect or that renders or will render untrue in any material respect any representation or warranty of the Sellers, Partnership, Buyer Parent or Buyer contained in this Agreement. Nothing contained in Section 8.1 above shall prevent the Sellers or the Partnership from giving such notice, using such efforts or taking any action to cure or curing any such event, transaction or circumstance. No notice given, or investigation made, pursuant to this Section 8.2 shall affect or be deemed to modify or limit any of the representations, warranties, covenants or agreements contained in this Agreement or the conditions to the obligations of the parties to consummate the transactions contemplated herein.
