Common use of Notice; Efforts to Remedy Clause in Contracts

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. 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. The 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 Purchaser Merger Partner of any change, event, circumstance material change in each case on a consolidated basis in the normal course of Company's or development the Company Subsidiaries' businesses or any prospective change, event, circumstance in the operation of its or development that would reasonably be expected to have a Company Material Adverse Effect their properties and of the receipt by Company or the Company or any Subsidiary Subsidiaries of notice of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or the receipt by Company or the Company or any Subsidiary Subsidiaries of a notice of the institution or the threat of litigation involving the Company or any Subsidiary of the Company Subsidiaries which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse EffectEffect on Company, and will keep Merger Partner fully informed with respect to such events. Purchaser Merger Partner shall promptly notify the Company of any changematerial change in each case on a consolidated basis in the normal course of Merger Partner's or the Merger Partner Subsidiaries' businesses or in the operation of its or their properties, 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 Merger Partner or the Purchaser, Merger Sub or other Subsidiary Partner Subsidiaries of notice of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or the receipt by Merger Partner or the Purchaser, Merger Sub or other Subsidiary Partner Subsidiaries of a notice of the institution or the threat of litigation involving Merger Partner or any of the Purchaser, Merger Sub or other Subsidiary Partner Subsidiaries which, individually or in the aggregate, would reasonably be expected to have a Purchaser Material Adverse EffectEffect on Merger Partner and will keep Company fully informed with respect to any such events.

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 Parent of any change, eventin each case on a consolidated basis, circumstance in the normal course of the Company's or development the Subsidiaries' businesses or any prospective change, event, circumstance in the operation of its or development that would reasonably be expected to have their properties having 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 Parent shall promptly notify the Company of any change, event, circumstance change on a consolidated basis in the normal course of Parent's business or development or any prospective change, event, circumstance or development that would reasonably be expected to have in the operation of its properties having a Purchaser Parent Material Adverse Effect Effect, and of the receipt by the Purchaser, Merger Sub or other Subsidiary Parent of notice of any governmental complaints, investigations or hearings (or communications indicating indicting that the same may be contemplated) or the receipt by the Purchaser, Merger Sub or other Subsidiary Parent of a notice of the institution or the threat of litigation involving the Purchaser, Merger Sub or other Subsidiary Parent which, individually or in the aggregate, would reasonably be expected to have a Purchaser Parent Material Adverse Effect. Notwithstanding anything in this Section 6.13 to the contrary, the authority to manage the Company and its Subsidiaries at all times shall remain with the management of the Company, and management of the Company and the Subsidiaries shall not consult with employees and representatives of Parent on any matter if such consultation would violate the provisions of the HSR Act or any other laws.

Notice; Efforts to Remedy. Each During the period from the date of this Agreement to the Effective Time, 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. During the period from the date of this Agreement to the Effective Time, the Company, the Stockholders and Parent 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. The Stockholders and, upon execution of the Joinder, the Company shall promptly notify Purchaser Parent of any change, eventin each case on a consolidated basis, circumstance in the normal course of the Company's or development the Subsidiaries' businesses or any prospective change, event, circumstance in the operation of its or development that would reasonably be expected to have their properties having a Company Material Adverse Effect and of the receipt by the Company or any Company 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 Company Subsidiary of a notice of the institution or the threat of litigation involving the Company or any Company Subsidiary which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. Purchaser During the period from the date of this Agreement to the Effective Time, Parent shall promptly notify the Company and each Stockholder of any change, event, circumstance change on a consolidated basis in the normal course of Parent's business or development or any prospective change, event, circumstance or development that would reasonably be expected to have in the operation of its properties having a Purchaser Parent Material Adverse Effect Effect, and of the receipt by the Purchaser, Merger Sub or other Subsidiary Parent of any non-confidential notice of any governmental complaints, investigations or hearings (or communications indicating indicting that the same may be contemplated) or the receipt by the Purchaser, Merger Sub or other Subsidiary Parent of a notice of the institution or the threat of litigation involving the Purchaser, Merger Sub or other Subsidiary Parent which, individually or in the aggregate, would reasonably be expected to have a Purchaser Parent Material Adverse Effect.

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 best efforts to prevent or promptly remedy the same. The 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 Purchaser Merger Partner of any change, event, circumstance change in each case on a consolidated basis in the normal course of Company's or development the Company Subsidiaries' businesses or any prospective change, event, circumstance in the operation of its or development that would reasonably be expected to have their properties having a Company Material Adverse Effect on Company and of the receipt by Company or the Company or any Subsidiary Subsidiaries of notice of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or the receipt by Company or the Company or any Subsidiary Subsidiaries of a notice of the institution or the threat of litigation involving the Company or any Subsidiary of the Company Subsidiaries which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse EffectEffect on Company. Purchaser Merger Partner shall promptly notify the Company of any change, event, circumstance change in each case on a consolidated basis in the normal course of Merger Partner's or development the Merger Partner Subsidiaries' businesses or any prospective change, event, circumstance in the operation of its or development that would reasonably be expected to have their properties having a Purchaser Material Adverse Effect on Merger Partner, and of the receipt by Merger Partner or the Purchaser, Merger Sub or other Subsidiary Partner Subsidiaries of notice of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or the receipt by Merger Partner or the Purchaser, Merger Sub or other Subsidiary Partner Subsidiaries of a notice of the institution or the threat of litigation involving Merger Partner or any of the Purchaser, Merger Sub or other Subsidiary Partner Subsidiaries which, individually or in the aggregate, would reasonably be expected to have a Purchaser Material Adverse EffectEffect on Merger Partner.