Common use of Cooperation; Notice; Cure Clause in Contracts

Cooperation; Notice; Cure. Subject to compliance with applicable Legal Requirements, from the date hereof until the earlier of the termination of this Agreement and the Closing, Penn (and, following its execution and delivery of the Joinder, Seller) and Purchaser shall endeavor to confer on a regular and frequent basis with one or more Representatives of the other party to report any material changes to the general status of ongoing operations of the Property and the Business. Penn, Seller, Seller Parent and Purchaser shall promptly notify each other in writing of, any fact, event, transaction or circumstance, as soon as practical after it becomes known to such party, that (a) causes or would reasonably be expected to cause any representation, warranty, covenant or agreement of Penn, Seller, Seller Parent or Purchaser, 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 Penn, 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 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.

Cooperation; Notice; Cure. Subject to compliance with applicable Legal RequirementsLaw (including, without limitation, antitrust Laws and Gaming Laws), from the date hereof until the earlier of the termination of this Agreement and the Closing, Penn (and, following its execution Seller and delivery of the Joinder, Seller) and Purchaser Buyer shall endeavor to confer on a regular and frequent basis with one or more Representatives of the other party to report any material changes to on the general status of ongoing operations of the Property and the Business. Penn, Seller, Seller Parent and Purchaser Buyer shall promptly notify each other in writing of, and will use commercially reasonable efforts to cure before the Closing Date, any fact, event, transaction or circumstance, as soon as practical after it becomes known to such party, that (a) causes or would reasonably be expected to cause any representation, warranty, covenant or agreement of Penn, Seller, Seller Parent or PurchaserBuyer, 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 Penn, Seller, Seller Parent or PurchaserBuyer, 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 9ARTICLE VIII hereof, as applicable. Nothing contained in this Section 7.2 7.1 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 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.

Cooperation; Notice; Cure. Subject to compliance with applicable Legal RequirementsLaw (including antitrust Laws and Gaming Laws), from the date hereof until the earlier of the termination of this Agreement and or the Closing, Penn (and, following its execution Seller and delivery of the Joinder, Seller) and Purchaser Buyer shall endeavor to confer on a regular and frequent basis with one or more Representatives of the other party to report any material changes to on the general status of ongoing operations of the Property and to discuss marketing, promotion and entertainment plans for the BusinessProperty. Penn, Seller, Seller Parent Buyer and Purchaser their respective Affiliates shall promptly notify each other in writing of, and will use commercially reasonable efforts to cure before the Closing Date, any fact, event, transaction or circumstance, as soon as practical after it becomes known to such party, that (a) causes or would reasonably be expected to will cause any representation, warranty, covenant or agreement of Penn, Seller, Seller Parent or Purchaser, respectively, of Buyer under this Agreement to be breached in any material respect, (b) respect or that renders or could will render untrue in any material respect any representation or warranty of Penn, Seller, Seller Parent or Purchaser, respectively, of Buyer contained in this Agreement; provided, or (c) results in or would reasonably that the non-breaching party shall have the right to terminate this Agreement with notice to the other party without waiting to the Closing Date, if such breach is not able to be expected to result in, the failure of such party to timely satisfy any of the closing conditions specified in Article 9, as applicablecured. Nothing contained in this Section 7.2 6.1 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 Section 7.2 shall have any effect on the representations, representations or warranties, or the covenants or agreements contained in this Agreement other than this Section for purposes of determining satisfaction of any condition or any right to, or obligation of, indemnification contained herein.