Notice; Efforts to Remedy. Lessee shall promptly give written notice to Lessor upon becoming aware of the impending occurrence of any event which would cause or constitute a breach of any of the representations, warranties or covenants of Lessee contained or referred to in this Annex A and shall use its reasonable best efforts to prevent or promptly remedy the same.
Notice; Efforts to Remedy. Each party hereto shall promptly give written notice to the other parties hereto upon becoming aware of the occurrence of any event which would cause or constitute a breach of any of the representations, warranties or covenants of such party contained in this Agreement and shall use commercially reasonable efforts to prevent or promptly remedy the same. The Company shall promptly notify Purchaser of any change, event, circumstance or development or any prospective change, event, circumstance or development that would reasonably be expected to have a Company Material Adverse Effect and of the receipt by the Company or any Subsidiary of notice of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or the receipt by the Company or any Subsidiary of a notice of the institution or the threat of litigation involving the Company or any Subsidiary which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. Purchaser shall promptly notify the Company of any change, event, circumstance or development or any prospective change, event, circumstance or development that would reasonably be expected to have a Purchaser Material Adverse Effect and of the receipt by the Purchaser, Merger Sub or other Subsidiary of notice of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or the receipt by the Purchaser, Merger Sub or other Subsidiary of a notice of the institution or the threat of litigation involving the Purchaser, Merger Sub or other Subsidiary which, individually or in the aggregate, would reasonably be expected to have a Purchaser Material Adverse Effect.
Notice; Efforts to Remedy. Seller and BCG on the one hand and Buyer on the other will notify the other party promptly in writing of, and contemporaneously will provide the other party with true and complete copies of any and all information and documents relating to, and will use their reasonable best efforts to cure within thirty (30) days (or by any subsequent date agreed upon by the parties), any event, transaction or circumstance occurring that causes or would cause any covenant or agreement under this Agreement made by the notifying party to be breached, or that renders or would render untrue any representation or warranty of the notifying party contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Each party will also use their reasonable best efforts to cure within thirty (30) days (or by any subsequent date agreed upon by the parties), any violation or breach of any representation, warranty, covenant or agreement made by such violating or breaching party in this Agreement. The party not in such violation or breach, as the case may be, may terminate this Agreement (to the extent such remedy is available to such party pursuant to Section 11.1(d) hereof); provided, however, that after the date established by the parties for Closing, such non-violating or non-breaching party may terminate this Agreement (to the extent such remedy is available to the non-violating or non-breaching party pursuant to Section 11.1(d) hereof) unless the breach or misrepresentation has been cured to the reasonable satisfaction of such non-breaching or non-misrepresenting party. Furthermore, each party shall notify the other party promptly in writing of any event, transaction or circumstance occurring that causes or would cause any covenant or agreement of such other party under this Agreement to be breached, or that renders or would render untrue any representation or warranty of such other party contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. Such other party shall have thirty (30) days in which to effect a cure of such breach or misrepresentation before the non-breaching or non-misrepresenting party may terminate this Agreement (to the extent such remedy is available to the non-breaching or non-misrepresenting party pursuant to Section 11.1(d) hereof); provided, however, that after the date established by the parties for Closing, such non-breaching or non- misrepresen...
Notice; Efforts to Remedy. (a) Each party hereto shall promptly give written notice to the other parties hereto upon becoming aware of the impending occurrence of any event which would cause or constitute a breach of any of the representations, warranties or covenants of such party contained in this Agreement and shall use all commercially reasonable efforts to prevent or promptly remedy the same. During the period from the date of this Agreement to the Effective Time, RISCORP and Acquiror each shall cause one or more of its representatives to confer on a regular and frequent basis with representatives of the other and to report on the general status of its ongoing operations. RISCORP shall promptly notify Acquiror of any material change in each case on a consolidated basis in the normal course of RISCORP's or the RISCORP Subsidiaries' businesses or in the operation of its or their properties and of the receipt by RISCORP or the RISCORP Subsidiaries of notice of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or the receipt by RISCORP or the RISCORP Subsidiaries of a notice of the institution or the threat of litigation involving RISCORP or any of the RISCORP Subsidiaries, and will keep Acquiror fully informed with respect to such events.
Notice; Efforts to Remedy. Each party hereto shall promptly give written notice to the other parties hereto upon becoming aware of the impending occurrence of any event which would cause or constitute a breach of any of the representations, warranties or covenants of such party contained in this Agreement and shall use all commercially reasonable efforts to prevent or promptly remedy the same. During the period from the date of this Agreement to the Effective Time, Company and Merger Partner each shall cause one or more of its representatives to confer on a regular and frequent basis with representatives of the other and to report on the general status of its ongoing operations. Company shall promptly notify Merger Partner of any material change in each case on
Notice; Efforts to Remedy. Each party hereto shall promptly give written notice to the other parties hereto upon becoming aware of the impending occurrence of any event which would cause or constitute a breach of any of the representations, warranties or covenants of such party contained or referred to in this Agreement and shall use its reasonable best efforts to prevent or promptly remedy the same.
Notice; Efforts to Remedy. Seller shall promptly give written notice to the other parties hereto upon becoming aware of the impending occurrence of any event which would cause or constitute a material breach of any of the representations, warranties or covenants of such party contained or referred to in this Agreement or cause an adverse change in the Assets or the operations of the Business and shall use its reasonable best efforts to prevent or promptly remedy the same.
Notice; Efforts to Remedy. If a party's performance is affected, or may be affected, by Force Majeure, that party shall give notice thereof to the other party as soon as practicable after the occurrence of such Force Majeure, which notice shall include, insofar as known, a statement of the probable extent to which the affected party will be unable to perform or will be delayed in performing its obligations hereunder. Each party shall exercise due diligence to eliminate or remedy any such Force Majeure and to prevent the same from unnecessarily delaying and interrupting its performance hereunder, and shall give the other party prompt written notice when such Force Majeure causes shall have been eliminated or remedied.
Notice; Efforts to Remedy. Each party hereto shall promptly give written notice to the other parties hereto upon becoming aware of the impending occurrence of any event which would cause or constitute a breach of any of the representations, warranties or covenants of the first such party contained or referred to in this Agreement and shall use its best efforts to prevent or promptly remedy the same. Upon a material breach of any representation, warranty or covenant, the non-breaching party shall provide the breaching party written notice (a "Notice") pursuant to Section 12.4 of such breach and the breaching party shall have five (5) business days after the delivery of such Notice to cure such breach before the nonbreaching party shall have the right to pursue any remedy with respect thereto. Notwithstanding the foregoing, in the event of any conflict between this Agreement and the Escrow Agreement, of even date herewith (the "Escrow Agreement"), by and among SmarTalk and the Common Stockholder, among others, with respect to amounts held in or disbursed from escrow, the provisions of the Escrow Agreement shall supersede any such conflicting provisions of this Agreement.
Notice; Efforts to Remedy. Each party hereto shall promptly give written notice to the other parties hereto upon becoming aware of the impending occurrence of any event which would cause or constitute a breach of any of the representations, warranties or covenants of the first such party contained or referred to in this Agreement and shall use its best efforts to prevent or promptly remedy the same. Upon a material breach of any representation, warranty or covenant contained herein, the non-breaching party shall provide the breaching party written notice (a "Notice") pursuant to Section 12.4 of such breach and the breaching party shall have five business days after the delivery of such Notice to cure such breach before the non-breaching party shall have the right to pursue any remedy with respect thereto.
