Common use of Matters Requiring Notice Clause in Contracts

Matters Requiring Notice. (a) The Sellers shall, promptly and in any event within five (5) Business Days of receipt thereof, provide to the Purchasers a copy of any notices of any material breach or default that any Spheris Entity receives in respect of any Contract, or any notices that it receives with respect to any Permit from a Governmental Authority, any notices of a material breach or default under any Contract that any Spheris Entity sends to another Person, in either case after the date of this Agreement. Except as prohibited by applicable Law, the Sellers shall also promptly (and in any event within two (2) Business Days of receipt or delivery) provide Purchasers with any correspondence in respect of Additional Funded India Transfer Pricing Tax received by the Spheris Entities from any Indian taxing authority or delivered to any Indian taxing authority by the any Spheris Entity, and use reasonable efforts to notify the Purchasers in advance of paying any Additional Funded India Transfer Pricing Tax. (b) The Sellers, on the one hand, and the Purchasers, on the other hand, shall promptly notify the other of: (i) any notice or other communication received by any Spheris Entity, in the case of the Sellers, or Purchasers, in the case of the Purchasers, from any Person alleging that the Consent of such Person is or may be required in connection with the Transaction; (ii) any inaccuracy of any representation or warranty of such Party contained in this Agreement at any time that would make such representation or warranty false in any material respect; and (iii) any breach of any covenant or agreement of such Party contained in this Agreement at any time. (c) Notwithstanding anything to the contrary in this Agreement, delivery of any notice pursuant to Section 5.3(b) and any access to or provision of information (including pursuant to Section 5.5) shall not modify any of the representations, warranties, covenants or agreements of the Parties (or rights or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (d) Notwithstanding anything contained herein to the contrary, in no event shall any Seller be obligated to provide any name of a customer (or other information that could identify a customer) of the Sellers or any customer specific pricing information to the Purchasers.

Matters Requiring Notice. (a) The Sellers shall, promptly and in any event within five three (53) Business Days of receipt thereof, provide to the Purchasers a copy of any notices of any material breach or default that any Spheris A123 Entity receives in respect of any Contract, or any notices that it receives with respect to any Permit from a Governmental Authority, any notices of a material breach or default under any Contract that any Spheris A123 Entity sends to another Person, in either case after the date of this Agreement. Except as prohibited by applicable Law, the The Sellers shall also notify Purchasers as promptly (and in as practicable after becoming aware of any event within two (2) Business Days of receipt event, development or delivery) provide Purchasers with any correspondence in respect of Additional Funded India Transfer Pricing Tax received by the Spheris Entities from any Indian taxing authority condition that has had or delivered would reasonably be expected to any Indian taxing authority by the any Spheris Entity, and use reasonable efforts to notify the Purchasers in advance of paying any Additional Funded India Transfer Pricing Taxhave a Material Adverse Effect. (b) The Sellers, on the one hand, and the Purchasers, on the other hand, shall promptly notify the other of: (i) any notice or other communication received by any Spheris A123 Entity, in the case of the Sellers, or Purchasers, in the case of the Purchasers, from any Person alleging that the Consent of such Person is or may be required in connection with the TransactionTransactions; (ii) any inaccuracy of any representation or warranty of such Party contained in this Agreement at any time that would make such representation or warranty false in any material respect; and (iii) any breach of any covenant or agreement of such Party contained in this Agreement at any time. (c) Notwithstanding anything to the contrary in this Agreement, delivery of any notice pursuant to Section 5.3(b) and any access to or provision of information (including pursuant to Section 5.5) shall not modify any of the representations, warranties, covenants or agreements of the Parties (or rights or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (d) Notwithstanding anything contained herein to the contrary, in no event shall any Seller be obligated to provide any name of a customer (or other information that could identify a customer) of the Sellers or any customer specific pricing information to the Purchasers.