Common use of Cooperation; Notice; Cure Clause in Contracts

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 lawLaw (including, without limitation, antitrust Laws, Gaming Laws and privacy Laws), from the date hereof until the earlier of the Effective Time or the termination of this AgreementAgreement or the Closing, Company Buyer and the Selling Parties shall confer on a regular and frequent basis with one or more representatives Representatives of Parent each other party to report on the general status of ongoing operations of the Properties. Buyer and litigation, and the Selling Parties shall promptly provide Parent or its counsel with copies of all filings made by Company with the SEC or with any Governmental Entity notify each other in connection with this Agreement, the Merger and the transactions contemplated hereby and thereby. Each party shall notify the other party 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 the notifying such party, that (a) causes or will cause any covenant or agreement of Buyer and the notifying party Selling Parties under this Agreement to be breached in any material respect or that respect, (b) 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 respective parties contained in this Agreement for purposes of determining satisfaction or (c) of any condition fact, circumstance, event or action which will result in, or would reasonably be expected to result in, the failure of such party to timely satisfy any of the closing conditions specified in ARTICLE X hereof of this Agreement, as applicable. Nothing contained hereinin Section 9.2 hereof shall prevent the Selling Parties from giving such notice, using such efforts or taking any action to cure or curing any such event, transaction or circumstance.

Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date hereof of this Agreement until the earlier Closing Date, each of the Effective Time or the termination of this Agreement, Company parties shall confer on a regular and frequent basis with one or more representatives of Parent the other parties to report on the general status of ongoing operations and litigationoperations. COMBO or the COMBO Shareholders, and as the case may be, shall promptly provide Parent GLDG or its counsel with copies of all any filings any of them made by Company with the SEC or with any Governmental Entity governmental entity in connection with this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby. Each party of the parties shall notify the other party others 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 such party, that causes or will cause any covenant or agreement of the notifying party under parties pursuant to 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 parties contained in this Agreement. Each of the parties shall also notify the others 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 the parties. No notice given pursuant to this Section 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 of this Agreement until the earlier Closing Date, each of the Effective Time or the termination of this Agreement, Company Metiscan and Aclor shall confer on a regular and frequent basis with one or more representatives of Parent the other party 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 therebyoperations. Each party of Metiscan and Aclor 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 such party, that causes or will cause any covenant or agreement of the notifying party Metiscan or Aclor 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 Metiscan or Aclor contained in this Agreement. Each of Metiscan and Aclor 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 Metiscan or Aclor. No notice given pursuant to this Section 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 of this Agreement until the earlier Closing Date, each of the Effective Time or the termination of this Agreement, Company parties shall confer on a regular and frequent basis with one or more representatives of Parent the other parties to report on the general status of ongoing operations and litigationoperations. Channel or the Channel shareholders, and as the case may be, shall promptly provide Parent International or its counsel with copies of all any filings any of them made by Company with the SEC or with any Governmental Entity governmental entity in connection with this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby. Each party of the parties shall notify the other party others 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 such party, that causes or will cause any covenant or agreement of the notifying party under parties pursuant to 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 parties contained in this Agreement. Each of the parties shall also notify the others 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 the parties. No notice given pursuant to this Section 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 earlier Effective Time, each of the Effective Time or the termination of this Agreement, Company Doubletree and Promus shall confer on a regular and frequent basis with one or more representatives of Parent the other party to report on the general status of ongoing operations and litigation, and shall promptly provide Parent the other party or its counsel with copies of all filings made by Company with the SEC or such party with any Governmental Entity in connection with this Agreement, the Merger Mergers and the transactions contemplated hereby and thereby. Each party of Doubletree and Promus shall promptly notify the other party 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 the notifying such party, that causes or will cause any covenant or agreement of the notifying party Doubletree or Promus 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 Doubletree or Promus contained in this Agreement. No notice given pursuant to this Section 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 of this Agreement until the earlier Closing Date, each of the Effective Time or the termination of this Agreement, Company parties shall confer on a regular and frequent basis with one or more representatives of Parent the other parties to report on the general status of ongoing operations and litigationoperations. Blue Sky or the Blue Sky Shareholders, and as the case may be, shall promptly provide Parent Whitemark or its counsel with copies of all any filings any of them made by Company with the SEC or with any Governmental Entity governmental entity in connection with this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby. Each party of the parties shall notify the other party others 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 such party, that causes or will cause any covenant or agreement of the notifying party under parties pursuant to 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 parties contained in this Agreement. Each of the parties shall also notify the others 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 the parties. No notice given pursuant to this Section 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 of this Agreement until the earlier Closing Date, each of the Effective Time or the termination of this Agreement, Company parties shall confer on a regular and frequent basis with one or more representatives of Parent the other parties to report on the general status of ongoing operations and litigation, and operations. POST shall promptly provide Parent GADV or its counsel with copies of all any filings any of them made by Company with the SEC or with any Governmental Entity governmental entity in connection with this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby. Each party of the parties shall notify the other party others 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 such party, that causes or will cause any covenant or agreement of the notifying party under parties pursuant to 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 parties contained in this Agreement. Each of the parties shall also notify the others 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 the parties. No notice given pursuant to this Section 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 of this Agreement until the earlier Closing Date, each of the Effective Time or the termination of this Agreement, Company parties shall confer on a regular and frequent basis with one or more representatives of Parent the other party to report on the general status of ongoing operations and litigation, and operations. Buyer shall promptly provide Parent Target or its counsel with copies of all of its filings made by Company with the SEC or with any Governmental Entity governmental entity in connection with this Agreement, the Merger and the transactions contemplated hereby and thereby. In this regard, each of Buyer and Target shall promptly comply with the other’s reasonable requests for documents, information and access to the other’s facilities, personnel, and representatives. Each party of the parties 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 such party, that causes or will cause any covenant or agreement of the notifying party under parties pursuant to 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 parties contained in this Agreement. Each of the parties shall also 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 the parties. No notice given pursuant to this Section 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.