Common use of Cooperation; Notice; Cure Clause in Contracts

Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date hereof until the Effective Time, each of ValueVision and National Media 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 and shall promptly provide the other party or its counsel with copies of all filings made by such party with the SEC or with any Governmental Entity in connection with this Agreement, the Mergers and the transactions contemplated hereby and thereby. Each of ValueVision and National Media 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 ValueVision or National Media under this Agreement to be breached or that renders or will render untrue any representation or warranty of ValueVision or National Media contained in this Agreement. Each of ValueVision and National Media 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 ValueVision or National Media. 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. Notwithstanding anything to the 36 contrary in this Agreement, (i) neither ValueVision nor any of its Subsidiaries nor National Media nor any of its Subsidiaries shall be obligated to sell or otherwise transfer any of its broadcast assets to obtain the FCC Consent Application (as defined in Section 5.8(a)) and (ii) if any of National Media's Directors (as defined in Section 5.19(a)) are not approved of by the FCC, then National Media shall as expeditiously as possible upon notice of such nonapproval replace any such director with another National Media Director until all of National Media's Directors have been approved of by the FCC.

Cooperation; Notice; Cure. Each of Earlychildhood, SmarterKids and Holdings will use commercially reasonable efforts to effectuate the transactions contemplated hereby and to fulfill and cause to be fulfilled the conditions to Closing under this Agreement. Subject to compliance with applicable law, from the date hereof until the Effective Time, each of ValueVision Earlychildhood and National Media SmarterKids 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 and shall promptly provide the other party or its counsel with copies of all filings made by such party with the SEC or with any Governmental Entity and, in the case of SmarterKids, with the SEC, in connection with this Agreement, the Mergers Transactions and the transactions contemplated hereby and thereby. Each of ValueVision Earlychildhood and National Media SmarterKids 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 ValueVision Earlychildhood or National Media SmarterKids under this Agreement to be breached or that renders or will render untrue any representation or warranty of ValueVision Earlychildhood or National Media SmarterKids contained in this Agreement. Each of ValueVision Earlychildhood and National Media also SmarterKids 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 ValueVision Earlychildhood or National MediaSmarterKids. 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. Notwithstanding anything to the 36 contrary in this Agreement, (i) neither ValueVision nor any of its Subsidiaries nor National Media nor any of its Subsidiaries shall be obligated to sell or otherwise transfer any of its broadcast assets to obtain the FCC Consent Application (as defined in Section 5.8(a)) and (ii) if any of National Media's Directors (as defined in Section 5.19(a)) are not approved of by the FCC, then National Media shall as expeditiously as possible upon notice of such nonapproval replace any such director with another National Media Director until all of National Media's Directors have been approved of by the FCC.

Cooperation; Notice; Cure. Subject to compliance with applicable law, from Between the date hereof until of this Agreement and the Effective TimeClosing, each of ValueVision and National Media 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 and Party shall promptly provide the other party or its counsel with copies of all filings made by such party with the SEC or with any Governmental Entity in connection with this Agreement, the Mergers and the transactions contemplated hereby and thereby. Each of ValueVision and National Media shall notify the other Party in writing of, and will shall use all commercially reasonable efforts its Commercially Reasonable Efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practical practicable after it becomes known to such partyParty, (a) any fact or condition that causes or will 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 covenant or agreement of ValueVision or National Media under this Agreement to be breached or that renders or will render untrue any such representation or warranty had that representation or warranty been made as of ValueVision or National Media contained in this Agreement. Each the time of ValueVision and National Media also shall notify the other in writing 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 will use all commercially reasonable efforts changes to curereflect 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), before such delivery shall not affect any rights of the Purchaser under Article VII or Section 10.1, and if the Closing Dateoccurs, any violation or breach, then the Schedules as soon as practical after it becomes known to supplemented by such party, of any representation, warranty, covenant or agreement made by ValueVision or National Media. No notice given additions and changes pursuant to this paragraph Section 6.2 shall have any effect on be deemed to modify the representations, warranties, covenants or agreements contained in 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 any condition contained herein. Notwithstanding anything to the 36 contrary conditions in this Agreement, (i) neither ValueVision nor any of its Subsidiaries nor National Media nor any of its Subsidiaries shall be obligated to sell Article VII impossible or otherwise transfer any of its broadcast assets to obtain the FCC Consent Application (as defined in Section 5.8(a)) and (ii) if any of National Media's Directors (as defined in Section 5.19(a)) are not approved of by the FCC, then National Media shall as expeditiously as possible upon notice of such nonapproval replace any such director with another National Media Director until all of National Media's Directors have been approved of by the FCCunlikely.

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 Effective Timeearlier of the termination of this Agreement or the Closing, each of ValueVision Flamingo, Boardwalk and National Media Buyers shall confer on a regular and frequent basis with one or more representatives Representatives of the each other party to report on the general status of ongoing operations of the Properties. Flamingo, Boardwalk and Buyers shall promptly provide the notify each other party or its counsel with copies of all filings made by such party with the SEC or with any Governmental Entity in connection with this Agreement, the Mergers and the transactions contemplated hereby and thereby. Each of ValueVision and National Media shall notify the other 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 (a) causes or will cause any covenant or agreement of ValueVision Flamingo, Boardwalk or National Media Buyers under this Agreement to be breached or that in any material respect, (b) renders or will render untrue in any material respect any representation or warranty of ValueVision or National Media the respective parties contained in this Agreement or (c) of any 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 VIII hereof of this Agreement. Each of ValueVision and National Media 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 applicable. Nothing contained in Section 7.1 hereof shall prevent Sellers from giving such notice, using such efforts or taking any action to cure or curing any such partyevent, of any representation, warranty, covenant transaction or agreement made by ValueVision or National Mediacircumstance. No notice given pursuant to this paragraph Section 7.2 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. Notwithstanding anything ; provided, however, that for purposes of seeking indemnification pursuant to Article X hereunder, the 36 contrary in this Agreement, (i) neither ValueVision nor any of its Subsidiaries nor National Media nor any of its Subsidiaries representations and warranties made by the Sellers shall be obligated deemed for all such purposes to sell or otherwise transfer any include and reflect such notices, supplements and amendments as of its broadcast assets to obtain the FCC Consent Application (as defined in Section 5.8(a)) date hereof and (ii) if any of National Media's Directors (as defined in Section 5.19(a)) are not approved of by at all times thereafter, including the FCC, then National Media shall as expeditiously as possible upon notice of such nonapproval replace any such director with another National Media Director until all of National Media's Directors have been approved of by the FCCClosing Date.

Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date hereof until the Effective Time, each of ValueVision N2K and National Media CDnow 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 and shall promptly provide the other party or its counsel with copies of all filings made by such party with the SEC or with any Governmental Entity in connection with this Agreement, the Mergers and the transactions contemplated hereby and thereby. Each of ValueVision N2K and National Media CDnow 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 ValueVision N2K or National Media CDnow under this Agreement to be breached or that renders or will render untrue any representation or warranty of ValueVision N2K or National Media CDnow contained in this Agreement. Each of ValueVision and National Media 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 ValueVision or National Media. 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. Notwithstanding anything If at any time prior to the 36 contrary in this Agreement, (i) neither ValueVision nor Effective Time any event relating to N2K or any of its Subsidiaries nor National Media nor Affiliates, officers or directors should be discovered by N2K which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, N2K shall promptly inform CDnow. If at any time prior to the Effective Time any event relating to CDnow or any of its Subsidiaries Affiliates, officers or directors should be discovered by CDnow which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, CDnow shall be obligated to sell or otherwise transfer any of its broadcast assets to obtain the FCC Consent Application (as defined in Section 5.8(a)) and (ii) if any of National Media's Directors (as defined in Section 5.19(a)) are not approved of by the FCC, then National Media shall as expeditiously as possible upon notice of such nonapproval replace any such director with another National Media Director until all of National Media's Directors have been approved of by the FCC.promptly inform N2K.

Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date hereof until the Effective Time, each of ValueVision and National Media 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 and shall promptly provide the other party or its counsel with copies of all filings made by such party with the SEC or with any Governmental Entity in connection with this Agreement, the Mergers and the transactions contemplated hereby and thereby. Each of ValueVision and National Media 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 ValueVision or National Media under this Agreement to be breached or that renders or will render untrue any representation or warranty of ValueVision or National Media contained in this Agreement. Each of ValueVision and National Media 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 ValueVision or National Media. 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. Notwithstanding anything to the 36 contrary in this Agreement, (i) neither ValueVision nor any of its Subsidiaries nor National Media nor any of its Subsidiaries shall be obligated to sell or otherwise transfer any of its broadcast assets to obtain the FCC Consent Application (as defined in Section 5.8(a)) and (ii) if any of National Media's Directors (as defined in Section 5.19(a)) are not approved of by the FCC, then National Media shall as expeditiously as possible upon notice of such nonapproval replace any such director with another National Media Director until all of National Media's Directors have been approved of by the FCC. SECTION 5.3.

Cooperation; Notice; Cure. Subject to compliance with applicable lawLegal Requirements, from the date hereof until the Effective Timeearlier of the termination of this Agreement and the Closing, each of ValueVision Seller and National Media Purchaser shall endeavor to confer on a regular and frequent basis with one or more representatives Representatives of the other party to report on any material changes to the general status of ongoing operations of the Property and the Business. Seller, Seller Parent and Purchaser shall promptly provide the notify each other party or its counsel with copies of all filings made by such party with the SEC or with any Governmental Entity in connection with this Agreement, the Mergers and the transactions contemplated hereby and thereby. Each of ValueVision and National Media shall notify the other writing of, and will use all commercially reasonable efforts to cure before the Closing Dateany fact, any event, transaction or circumstance, as soon as practical after it becomes known to such party, that (a) causes or will would reasonably be expected to cause any covenant or agreement of ValueVision or National Media under this Agreement to be breached or that renders or will render untrue any representation or warranty of ValueVision or National Media contained in this Agreement. Each of ValueVision and National Media 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 ValueVision of Seller, Seller Parent or National MediaPurchaser, respectively, under this Agreement to be breached in any material respect, (b) renders or could render untrue in any material respect any representation or warranty of Seller, Seller Parent or Purchaser, respectively, contained in this Agreement, or (c) results 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 9, as applicable. Nothing contained in this Section 7.2 hereof shall prevent Seller or Seller Parent from giving such notice, using such efforts or taking any action to cure or curing any such event, transaction or circumstance. No notice given pursuant to this paragraph Section 7.2 shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition or any right to, or obligation of, indemnification contained herein. Notwithstanding anything to the 36 contrary in this Agreement, (i) neither ValueVision nor any of its Subsidiaries nor National Media nor any of its Subsidiaries shall be obligated to sell or otherwise transfer any of its broadcast assets to obtain the FCC Consent Application (as defined in Section 5.8(a)) and (ii) if any of National Media's Directors (as defined in Section 5.19(a)) are not approved of by the FCC, then National Media shall as expeditiously as possible upon notice of such nonapproval replace any such director with another National Media Director until all of National Media's Directors have been approved of by the FCC.