Notice of Certain Matters. (a) From the date hereof until the Closing, each Party shall promptly notify the other Parties of any occurrence of which it is aware that is reasonably likely to result in any of the conditions set forth in Article VI becoming incapable of being satisfied; provided, however, that any Party’s failure to give notice of any such occurrence as required pursuant to this Section 5.3(a) shall not be (i) deemed to be a breach of the covenant contained in this Section 5.3(a), but instead shall (if applicable) constitute only a breach of the applicable underlying representation, warranty, covenant or agreement, or (ii) taken into account in determining whether the conditions to Closing set forth in Article VI have been satisfied.
Appears in 3 contracts
Samples: Share Subscription Agreement, Share Subscription Agreement (Sunlands Online Education Group), Share Subscription Agreement (Sunlands Online Education Group)
Notice of Certain Matters. (a) From the date hereof until the Closing, each Party shall promptly notify the other Parties of any occurrence of which it is aware that is reasonably likely to result in any of the conditions set forth in Article VI becoming incapable of being satisfied; provided, however, that any Party’s failure to give notice of any such occurrence as required pursuant to this Section 5.3(a5.2(a) shall not be (i) deemed to be a breach of the covenant contained in this Section 5.3(a5.2(a), but instead shall (if applicable) constitute only a breach of the applicable underlying representation, warranty, covenant or agreement, or (ii) taken into account in determining whether the conditions to Closing set forth in Article VI have been satisfied.
Appears in 2 contracts
Samples: Share Subscription Agreement (Sunlands Online Education Group), Share Subscription Agreement (Sunlands Online Education Group)
Notice of Certain Matters. (a) From the date hereof until the ClosingClosing of an Investor, each Party shall promptly notify the other Parties of any occurrence of which it is aware that is reasonably likely to result in any of the conditions set forth in Article VI VII becoming incapable of being satisfied; provided, however, that any Party’s failure to give notice of any such occurrence as required pursuant to this Section 5.3(a6.3(a) shall not be (i) deemed to be a breach of the covenant contained in this Section 5.3(a6.3(a), but instead shall (if applicable) constitute only a breach of the applicable underlying representation, warranty, covenant or agreement, or (ii) taken into account in determining whether the conditions to Closing set forth in Article VI VII have been satisfied.
Appears in 2 contracts
Samples: Share Subscription Agreement (Sunlands Online Education Group), Share Subscription Agreement (Sunlands Online Education Group)