Common use of Cooperation; Notice; Cure Clause in Contracts

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (MGM Mirage), Stock Purchase Agreement (GNLV Corp)

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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 reasonable best efforts to cure before prior to 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 causes or shall render untrue in any material respect may reasonably be expected to cause any representation or warranty contained in this AgreementAgreement to be untrue in any material respect. 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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Landrys Restaurants Inc), Stock Purchase Agreement (Poster Financial Group Inc)

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