Common use of Cooperation; Notice; Cure Clause in Contracts

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. Between 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 Earlychildhood and 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 any Governmental Entity and, in the case of SmarterKids, with the SEC, in connection with this Agreement Agreement, the Transactions and the Closing, each Party transactions contemplated hereby and thereby. Each of Earlychildhood and SmarterKids shall promptly notify the other Party in writing of, and shall will use its Commercially Reasonable Efforts all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practicable practical after it becomes known to such Partyparty, (a) any fact or condition that causes or constitutes a breach will cause any covenant or agreement of Earlychildhood or SmarterKids under this Agreement to be breached or that renders or will render untrue 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 of Earlychildhood or warranty been made as SmarterKids contained in this Agreement. Each of Earlychildhood and SmarterKids shall notify the time of the occurrence other in writing of, and will use all commercially reasonable efforts to cure, before the Closing Date, any violation or such Party’s discovery ofbreach, 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 as soon as practical after it becomes known to such Seller Disclosure Schedules specifying such changeparty, of any representation, warranty, covenant or agreement made by Earlychildhood or SmarterKids. 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 No notice given pursuant to this Section 6.2 paragraph shall be deemed to modify have any effect on the applicable provisions of representations, warranties, covenants or agreements contained in 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 satisfaction 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 unlikelycondition contained herein.

Cooperation; Notice; Cure. Between 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 Agreement, the Mergers and the Closing, each Party transactions contemplated hereby and thereby. Each of ValueVision and National Media shall promptly notify the other Party in writing of, and shall will use its Commercially Reasonable Efforts all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practicable practical after it becomes known to such Partyparty, (a) any fact or condition that causes or constitutes a breach 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 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 of ValueVision or warranty been made as National Media contained in this Agreement. Each of ValueVision and National Media also shall notify the time of the occurrence other in writing of, and will use all commercially reasonable efforts to cure, before the Closing Date, any violation or such Party’s discovery ofbreach, 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 as soon as practical after it becomes known to such Seller Disclosure Schedules specifying such changeparty, of any representation, warranty, covenant or agreement made by ValueVision or National Media. 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 No notice given pursuant to this Section 6.2 paragraph shall be deemed to modify have any effect on the applicable provisions of representations, warranties, covenants or agreements contained in this Agreement for purposes of determining whether an indemnification obligation exists under Article VIIIsatisfaction 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 to constitute a waiver (ii) if any of National Media's Directors (as defined in Section 5.19(a)) are not approved of by the right to indemnification under Article VIII for the matters disclosed in FCC, then National Media shall as expeditiously as possible upon notice of such nonapproval replace any such supplement. During director with another National Media Director until all of National Media's Directors have been approved of by 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 unlikelyFCC.

Cooperation; Notice; Cure. Between (a) From the date of this Agreement and Effective Date until the Closing, each Party Sellers and the Companies shall, to the fullest extent permitted by Law (including antitrust Laws and Gaming Laws), assist Buyer and Buyer’s Representatives in becoming familiar with any of the Companies’ existing and prospective businesses and assets and liabilities to such extent and at such times as Buyer and Buyer’s Representatives may reasonably request, including, without limitation, the Internal Control System established by the Target under 11 CSF 45-9.010, et. seq. (the “Internal Controls”); provided, however, that (x) such access does not unreasonably disrupt the normal operations of the Companies and (y) the Companies are under no obligation to disclose to Buyer any information the disclosure of which is restricted by Contract, Law or is subject to attorney-client privilege; provided, further, that, for the avoidance of doubt, such access to the Companies shall include reasonable access (it being understood, however, that such access does not include log-in access or access that would violate applicable Gaming Laws) to, and cooperation from, any Company’s information technology systems and employees to permit Buyer to test the information technology systems and to prepare any Company’s information technology systems for integration with those of Buyer, and prepare for the implementation of Buyer’s own systems, including the training of any of the Companies’ employees (which training shall be conducted by Buyer at its cost and expense) and integration of the Internal Controls. (b) Sellers and Buyer shall promptly notify the other Party in writing of, and shall will use its Commercially Reasonable Efforts all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practicable practical after it becomes known to such Partyparty, (a) any fact or condition that causes any representation, covenant or constitutes a breach agreement of Sellers or Buyer under this Agreement to be breached in any of the representations and warranties of such Party made as of the date hereof material respect or (b) the occurrence after the date hereof of that renders untrue in 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 material respect any such representation or warranty had that representation of Sellers or warranty been made as of the time of the occurrence of, or such Party’s discovery of, such fact or conditionBuyer contained in this Agreement. 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 No notice given pursuant to this Section 6.2 8.2(b) shall be deemed to modify have any effect on the applicable provisions of representations, warranties, covenants or agreements contained in this Agreement for purposes of determining whether an indemnification obligation exists under Article VIII, and to constitute a waiver satisfaction of any condition contained herein or the right parties’ rights to indemnification under Article VIII for hereunder. For the matters disclosed in any such supplement. During the same periodavoidance of doubt, each Party also shall promptly notify the other Party of the occurrence of any no failure to give notice required by this Section 8.2(b) with respect to a breach of any representation or warranty by the party required to give such notice shall, in and of itself, result in the subject matter of such representation or warranty breach constituting a breach of a 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 unlikelyparty.

Cooperation; Notice; Cure. Between Subject to compliance with applicable law, from the date hereof until the Effective Time, each of N2K and 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 any Governmental Entity in connection with this Agreement Agreement, the Mergers and the Closing, each Party transactions contemplated hereby and thereby. Each of N2K and CDnow shall promptly notify the other Party in writing of, and shall will use its Commercially Reasonable Efforts all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practicable practical after it becomes known to such Partyparty, (a) any fact or condition that causes or constitutes a breach will cause any covenant or agreement of N2K or CDnow under this Agreement to be breached or that renders or will render untrue 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 of N2K or warranty been made as of the time of the occurrence of, or such Party’s discovery of, such fact or conditionCDnow contained in this Agreement. 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 No notice given pursuant to this Section 6.2 paragraph shall be deemed to modify have any effect on the applicable provisions of representations, warranties, covenants or agreements contained in this Agreement for purposes of determining whether satisfaction of any condition contained herein. If at any time prior to the Effective Time any event relating to N2K or any of its Affiliates, officers or directors should be discovered by N2K which should be set forth in an indemnification obligation exists under Article VIIIamendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, 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 N2K shall promptly notify inform CDnow. If at any time prior to the other Party of the occurrence of any breach of any covenant of such Party in this Article VI or of the occurrence of Effective Time any event that may make relating to CDnow or any of its Affiliates, officers or directors should be discovered by CDnow which should be set forth in an amendment to the satisfaction of Registration Statement or a supplement to the conditions in Article VII impossible or unlikely.Joint Proxy Statement/Prospectus, CDnow shall promptly inform N2K.

Cooperation; Notice; Cure. Between 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 Agreement, the Mergers and the Closing, each Party transactions contemplated hereby and thereby. Each of ValueVision and National Media shall promptly notify the other Party in writing of, and shall will use its Commercially Reasonable Efforts all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practicable practical after it becomes known to such Partyparty, (a) any fact or condition that causes or constitutes a breach 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 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 of ValueVision or warranty been made as National Media contained in this Agreement. Each of ValueVision and National Media also shall notify the time of the occurrence other in writing of, and will use all commercially reasonable efforts to cure, before the Closing Date, any violation or such Party’s discovery ofbreach, 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 as soon as practical after it becomes known to such Seller Disclosure Schedules specifying such changeparty, of any representation, warranty, covenant or agreement made by ValueVision or National Media. 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 No notice given pursuant to this Section 6.2 paragraph shall be deemed to modify have any effect on the applicable provisions of representations, warranties, covenants or agreements contained in this Agreement for purposes of determining whether an indemnification obligation exists under Article VIIIsatisfaction of any condition contained herein. Notwithstanding anything to the 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 to constitute a waiver (ii) if any of National Media's Directors (as defined in Section 5.19(a)) are not approved of by the right to indemnification under Article VIII for the matters disclosed in FCC, then National Media shall as expeditiously as possible upon notice of such nonapproval replace any such supplement. During director with another National Media Director until all of National Media's Directors have been approved of by 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 unlikelyFCC.

Cooperation; Notice; Cure. Between Subject to compliance with applicable Law (including, without limitation, antitrust Laws, Gaming Laws and privacy Laws), from the date hereof until the earlier of the termination of this Agreement and or the Closing, Flamingo, Boardwalk and Buyers shall confer on a regular basis with one or more Representatives of each Party other party to report on the general status of ongoing operations of the Properties. Flamingo, Boardwalk and Buyers shall promptly notify the each other Party in writing of, and shall will use its Commercially Reasonable Efforts commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practicable practical after it becomes known to such Partyparty, that (a) any fact or condition that causes or constitutes a breach will cause any covenant or agreement of Flamingo, Boardwalk or Buyers under this Agreement to be breached in any material respect, (b) renders or will render untrue in any material respect any representation or warranty of 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 representations and warranties of such Party made as of the date hereof or (b) the occurrence after the date closing conditions specified in Article VIII hereof of any fact or condition that is or would be reasonably likely to (except as expressly contemplated by this Agreement) cause , as applicable. Nothing contained in Section 7.1 hereof shall prevent Sellers from giving such notice, using such efforts or constitute a breach of taking any action to cure or curing any such representation event, transaction 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 conditioncircumstance. 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 No notice given pursuant to this Section 6.2 7.2 shall be deemed to modify have any effect on the applicable provisions of representations, warranties, covenants or agreements contained in this Agreement for purposes of determining whether an satisfaction of any condition contained herein; provided, however, that for purposes of seeking indemnification obligation exists under pursuant to Article VIIIX hereunder, the representations and warranties made by the Sellers shall be deemed for all such purposes to constitute a waiver include and reflect such notices, supplements and amendments as of the right to indemnification under Article VIII for date hereof and at all times thereafter, including 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 unlikelyClosing Date.