FIND Sample Clauses

FIND. In connection with the Merger, and without in any way limiting any other acknowledgments, agreements and/or covenants of FIND contained in this Agreement, FIND hereby acknowledges, agrees and/or covenants as follows: (a) Contemporaneously with the execution of this Agreement, the FIND Principal Stockholders shall have delivered to each of TRC and ESCT an executed voting agreement pursuant to which the FIND Principal Stockholders have agreed to vote those shares of FIND Common Stock beneficially owned by each of them respectively in favor of authorizing the Merger as may be required and/or increasing the number of authorized shares of FIND Common Stock as FIND determines in its exclusive discretion to be advisable to consummate the Merger and any other purposes (jointly, the “FIND Required Stockholder Authorizations”), or, alternatively, to provide their written consent to such corporate action, such agreement in the form annexed hereto as Exhibit H (the “FIND Voting Agreement”). (b) As and to the extent required by its articles of incorporation and Section 92A.120(1) of the Nevada Corporate Law, and as soon as practicable following the date hereof, FIND shall use its good faith reasonable best efforts to duly obtain the FIND Required Stockholder Authorizations by way of written consent (“FIND Stockholder Consent”). In accordance with Rule 14c-2(b) promulgated under the Exchange Act, as well as Section 92A.120(4) of the Nevada Corporate Law, the transaction shall be effected, if at all, no earlier than twenty (20) calendar days following the distribution and delivery to the non-consenting FIND Stockholders of notice relating thereto in the form of an information statement meeting the requirements of SEC Schedule 14C (the “FIND 14C Merger Information Statement”). (c) That, as and to the extent required by Merger-Sub’s certificate of incorporation and the Delaware Corporate Law, and as soon as practicable following the date hereof, Merger-Sub shall duly obtain authorization for the Merger from FIND, its sole stockholder, by written consent. (d) The issuance by FIND of the FIND Common Stock to the ESCT Stockholders in exchange for the shares of ESCT Common Stock owned by it, and the other exchanges of ESCT securities for the Merger Securities as provided for in Section 1.3 of this Agreement, shall be qualified for exemption pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, including without limitation del...
Sample 1
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FIND a. That the proposed Massachusetts program for the regulation of byproduct material as defined in Section 11e.(1) of the Act, source material, and special nuclear material in quantities not sufficient to form a xxxxxxxx xxxx is compatible with the Commission's program for the regulation of like material; and b. That the proposed Massachusetts program is adequate to protect the public health and safety within the Commonwealth with respect to the materials and uses covered by the proposed Agreement.
Sample 1
FIND. This process involves use of proven recruiting methods to identify the right resources to match its client needs. Some of the key points in this process include: • Comprehensive staffing plans to address needs for today and tomorrow • Resume searches on its internal databases and our external resources. Kyzen’s growing database contains over 100,000+ candidates. • Sourcing through its nationwide network of professionals and contacts • Monitor all of the major job boards, as well as many other industry-specific boards • Use state-of-the-art web-related search engines and crawlers • Maintain strong connections with industry associations and academic institutions to attract skilled talent. • Personal Referrals • Transitioning Career Fairs • Regional Recruiting Centers • Internet Advertising Kyzen has been successful in utilizing the above alternatives to identify the right resources to meet its growing client needs. By virtue of its local presence in DC area and its vast experience over the past 20 years, Xxxxx has built the relationships that help leverage and provide access to some excellent local talent that could be utilized for State of Florida needs.
Sample 1
FIND. In coordination with Early Achievers coaching staff and DCYF provided eligibility list, deliver FIND intervention with infant-toddler early learning program staff. (a) One FIND cycle will consist of 10-14 weeks of coaching for each early learning professional. Timelines may be adjusted based on early learning professional need and notification to DCYF. (b) Provide weekly FIND visits over the course of a designated cycle period to early learning professionals from DCYF provided eligibility list. Visits may include videotaping, reviewing edited video clips, and discussing FIND elements with early learning program staff. FIND coaching will consist of a minimum of one hour of onsite coaching for each of the ten sessions of the FIND cycle. (c) Each FIND coach will work with a minimum caseload of eight early learning professionals at a time for each .5 FTE of funded coaching hours. Early learning professionals do not need to be at the same time point of the FIND cycle. Coaches will rotate early learning professionals through Pre-FIND and FIND coaching to maintain a caseload of eight early learning professionals for each .5 FTE. Adjustments to this may be made at the discretion of DCYF. (d) Maintain release forms for child care facilities, coaches and parents related to FIND to include video-taping, technology agreements and evaluation data collection. (e) FIND coaches will enter notes related to FIND coaching within 5 days of their visits in to IMPACT. (f) Participate in dissemination of evaluation results for the participants of the evaluation of FIND as directed by DCYF. (g) The Contractor will consult with DCYF and Children’s Home Society of Washington (CHSW) before disseminating information, training or materials related to FIND outside the scope of delivery of the FIND intervention. (h) Contractors will provide a FIND program coordinator that is trained in the FIND model and video editing technology and regularly supports the FIND coaches in implementation. The program coordinator will i. Be responsible for opening and closing the record for FIND participants. ii. Participate in weekly or monthly coach consultation calls with CHSW and coaches while the coaches are going through the certification process. After certification, participate in additional consultation calls on a schedule determined by CHSW. iii. Maintain the record of early learning professionals and classrooms they are assigned to in a confidential manner iv. Communicate with CHSW related to co...
Sample 1
FIND. (i) As and when reasonably required throughout the Term, and at Actual Cost charged to the account of the Joint Venture in [advance][arrears], all manufacturing/production and FOB shipping and logistics services relating to the Product worldwide, provided, however, that commercially reasonable accommodation is made from time to time as and when necessary to expand then-existing production, inventory, and shipping capacity to meet corresponding increases in demand for Product. (ii) Its commercially reasonable best efforts throughout the Term in distributing, marketing and selling the Product worldwide; and (iii) Sole and exclusive responsibility for all Joint Venture related (x) bookkeeping, record-keeping, and accounting, (y) the preparation and dissemination of all Quarterly Financial Reports and payments for corresponding quarterly Distributable Profits to the Co-Venturers, and (z) the administering of all responsibilities associated with the reporting and payment of sales Taxes due on Product sold by the Joint Venture.
Sample 1
FIND. As of the date of this Agreement, FIND hereby represents and warrants to NANOTECH as follows: (a) FIND has all necessary corporate power and authority to execute and deliver this Agreement, and to perform its obligations in connection with the Joint Venture. The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of FIND are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by FIND, and, assuming the due authorization, execution and delivery of this Agreement by NANOTECH, constitutes a legal, valid and binding obligation of FIND, enforceable against FIND in accordance with its terms. (b) To the best of FIND’s Knowledge, the execution and delivery by it of this Agreement does not, and the performance by it of its obligations under this Agreement do not and will not conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to it or any agreement to which it is a party or by which any of its assets and properties is bound, or result in or give to any Person any additional rights or entitlement to increased, additional, accelerated, or guaranteed payments under, or result in the creation or imposition of any Lien upon it or any of its assets and properties. (c) Except as otherwise may have been previously disclosed to NANOTECH, all buildings, plants, leasehold improvements, structures, facilities, equipment and other items of tangible property and assets which are owned, leased or used by FIND in connection with its production facilities and operations are structurally sound, free from material defects (patent and latent), have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear given the use and age of such assets), are usable in the regular and Ordinary Course of Business and conform in all material respects to all Laws and Authorizations relating to their construction, use and operation. (d) FIND is not a party or subject to any labor union or collective bargaining agreement, and it is not anticipated by the management of FIND that FIND shall become a party or subject to any such agreement in the foreseeable future, including in connection with the Joint Venture. There have not been since FIND began operations in the coatings business d/b/a EcoSmart Surface & Coatings, a...
Sample 1
FIND com shall not, directly or indirectly, whether as owner, partner, ox xxxxxxor, use the Domain Name or the Marks to compete with Find/SVP's current human delivered consulting and research services business.
Sample 1
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FIND com shall maintain such insurance as will adequately protect Find/SXX xxxxxst such damage, liability, claims, losses, and expenses (including attorneys fees) resulting from Find.com's use of the Licensed Mark. Any insurance obtained pursuant to xxxx xxxagraph shall be with an xxxurance carrier acceptable to Find/SVP, have a minimum coverage of at least $1 million combined single limit, and name Find/SVP as additional insured; provided, however, on the date that is nine months following the date of this Agreement, such insurance coverage shall be increased to at least $5 million combined single limit.
Sample 1

Related to FIND

  • Reasonable Efforts Each of the Company and Parent shall, and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and use their reasonable efforts to (A) cause the expiration of the notice periods under the HSR Act and any other Laws with respect to the Merger and the transactions contemplated hereby as promptly as is reasonably practicable after the execution of this Agreement, (B) resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger and the transactions contemplated hereby and (C) undertake any reasonable actions required to lawfully complete the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be required to take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by any Governmental Entity.

  • All Reasonable Efforts Subject to the terms and conditions of this Agreement and to the fiduciary duties and obligations of the boards of directors of the parties hereto to their respective shareholders, as advised by their counsel, each of the parties to this Agreement shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, or to remove any injunctions or other impediments or delays, legal or otherwise, as soon as reasonable practicable, to consummate the Merger and the other transactions contemplated by this Agreement.

  • Best Efforts The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.

  • Commercially Reasonable Efforts Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

  • Reasonable Efforts/Cooperation Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement, including adopting plans or plan amendments. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.

  • REACH The participation in the Joint Registration Dossier may deviate per requesting Non-Lead Member according to its tonnage band or possible opt-outs for certain endpoints.

  • Commercially Useful Function A prime consultant can credit expenditures to a DBE subconsultant toward DBE goals only if the DBE performs a Commercially Useful Function (CUF). A DBE performs a CUF when it is responsible for execution of the work of a contract and carries out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible, with respect to materials and supplies on the contract, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself that it uses on the project. To determine whether a DBE is performing a commercially useful function, the Department will evaluate the amount of work subcontracted, industry practices, whether the amount the firm is to be paid under the contract is commensurate with the work it is actually performing and the DBE credit claimed for its performance of the work, and other relevant factors. A DBE will not be considered to perform a commercially useful function if its role is limited to that of an extra participant in a transaction, contract, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, the Department will examine similar transactions, particularly those in which DBEs do not participate. If a DBE does not perform or exercise responsibility for at least 30 percent of the total cost of its contract with its own work force, or if the DBE subcontracts a greater portion of the work of a contract than would be expected on the basis of normal industry practice for the type of work involved, the Department will presume that the DBE is not performing a commercially useful function. When a DBE is presumed not to be performing a commercially useful function as provided above, the DBE may present evidence to rebut this presumption. The Department will determine if the firm is performing a CUF given the type of work involved and normal industry practices. The Department will notify the consultant, in writing, if it determines that the consultant’s DBE subconsultant is not performing a CUF. The consultant will be notified within seven calendar days of the Department’s decision. Decisions on CUF may be appealed to the ADOT State Engineer. The appeal must be in writing and personally delivered or sent by certified mail, return receipt requested, to the State Engineer. The appeal must be received by the State Engineer no later than seven calendar days after the decision of XXXX. XXXX’s decision remains in place unless and until the State Engineer reverses or modifies BECO’s decision. ADOT State Engineer will promptly consider any appeals under this subsection and notify the consultant of ADOT’s State Engineer findings and decisions. Decisions on CUF matters are not administratively appealable to USDOT. The BECO may conduct project site visits on the contract to confirm that DBEs are performing a CUF. The consultant shall cooperate during the site visits and the BECO’s staff will make every effort not to disrupt work on the project.

  • Efforts (a) Subject to the terms and conditions of this Agreement, each Party shall use its commercially reasonable efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement (including the receipt of all applicable Consents of Governmental Authorities) and to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of Section 5.9(a), to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each Party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, at such Party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other Party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other Parties reasonably informed of any communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Party’s Representative is prohibited from participating in or attending any meetings or conferences, the other Parties shall keep such Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority. (c) As soon as reasonably practicable following the date of this Agreement, the Parties shall reasonably cooperate with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to prepare and file with Governmental Authorities requests for approval of the transactions contemplated by this Agreement and shall use all commercially reasonable efforts to have such Governmental Authorities approve the transactions contemplated by this Agreement. Each Party shall give prompt written notice to the other Parties if such Party or any of its Representatives receives any notice from such Governmental Authorities in connection with the transactions contemplated by this Agreement, and shall promptly furnish the other Parties with a copy of such Governmental Authority notice. If any Governmental Authority requires that a hearing or meeting be held in connection with its approval of the transactions contemplated hereby, whether prior to the Closing or after the Closing, each Party shall arrange for Representatives of such Party to be present for such hearing or meeting. If any objections are asserted with respect to the transactions contemplated by this Agreement under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any of the transactions contemplated by this Agreement or any Ancillary Document as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby or thereby, the Parties shall use their commercially reasonable efforts to resolve any such objections or Actions so as to timely permit consummation of the transactions contemplated by this Agreement and the Ancillary Documents, including in order to resolve such objections or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated hereby or thereby. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the transactions contemplated by this Agreement, or any Ancillary Document, the Parties shall, and shall cause their respective Representatives to, reasonably cooperate with each other and use their respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement or the Ancillary Documents. (d) Prior to the Closing, each Party shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or other third Persons as may be necessary for the consummation by such Party or its Affiliates of the transactions contemplated by this Agreement or required as a result of the execution or performance of, or consummation of the transactions contemplated by, this Agreement by such Party or its Affiliates, and the other Parties shall provide reasonable cooperation in connection with such efforts.

  • Reasonable Best Efforts (a) Subject to the terms and conditions of this Agreement, each of MCK, Echo Holdco and the Company shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the Transactions. (b) In furtherance and not in limitation of the foregoing, each such Party hereto shall (i) to the extent required by the HSR Act, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable and advisable, and in any event within 14 Business Days of the date hereof or any other date mutually agreed upon by the Parties, (ii) use reasonable best efforts to make an appropriate filing pursuant to any foreign antitrust Applicable Law with respect to the Transactions as promptly as practicable and (iii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any information or documentary material that may be requested by any Governmental Authority pursuant to the FTC Act, the Antitrust Civil Process Act or any other antitrust Applicable Law and (iv) use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other antitrust Applicable Law, as applicable, as soon as practicable. For the avoidance of doubt, the foregoing obligations shall apply to each such Party, regardless of whether such Party or any of its Affiliates is required to file a Notification and Report Form pursuant to the HSR Act with respect to the Transactions. (c) The Parties understand and agree that the reasonable best efforts of the MCK, Echo Holdco and the Company pursuant to this Section 5.07 shall be deemed to include proposing, negotiating, offering to agree to, agreeing to or effecting such conditions, commitments or restrictions on or related to the conduct of the Company’s business (including amendments to or waivers of provisions of any agreement among any or all of the Parties and the Company that relate to the Company’s business or operations) as are necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or to avoid a suit by a Governmental Authority seeking to enjoin the Transactions pursuant to any Antitrust Law, provided that no Party shall be required to agree to any conditions, commitments or restrictions that, individually or in the aggregate, would reasonably be expected to materially adversely impact the assets, business, expected results of operation or financial condition of the Company. Notwithstanding anything to the contrary in this Agreement, neither MCK, nor the Company, nor the Echo Parties or any of their Affiliates shall be required to divest, transfer, sell, or otherwise dispose of or hold separate (or agree to do any of the foregoing), any business, asset or any portion thereof, whether or not to be contributed to the Company. (d) In connection with the efforts required under this Section 5.07, each such Party shall (i) cooperate in all respects with each other Party in connection with any filing or submission and in connection with any investigation, inquiry or proceeding under any applicable Antitrust Law, (ii) keep each other Party reasonably informed of the status of matters related to the Transactions contemplated by this Agreement, including furnishing the other Parties with any written notices or other communications received by such Party from, or given by such Party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private party under applicable Antitrust Laws, in each case regarding any of the Transactions contemplated hereby; and (iii) permit the other Party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Authority under or in connection with any applicable Antitrust Laws, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences in accordance with Antitrust Law.

  • Reasonable Efforts; Notification (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon the terms and subject to the conditions set forth in this Agreement each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the transactions contemplated hereby, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger or this Agreement, use all commercially reasonable efforts to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and this Agreement. (b) Nova shall give prompt notice to Saturn upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Nova to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Saturn to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger.

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