Common use of Notices of Certain Events; Continuing Disclosure Clause in Contracts

Notices of Certain Events; Continuing Disclosure. (a) Seller shall promptly notify Buyer of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge threatened against, or relating to or involving or otherwise affecting Seller or the Business or that relate to the consummation of the transactions contemplated by this Agreement, or any material developments relating to any actions, suits, claims, investigations or proceedings disclosed pursuant to section 3.10. (b) Until the Closing Date, Sellers shall have the continuing obligation promptly to advise Buyer with respect to any matter hereafter arising or discovered that, if existing or known at the date of this Agreement, would have been required to be set forth or described in a Schedule to this Agreement, or that constitutes a breach or prospective breach of this Agreement by Seller. (c) No notice pursuant to this Section shall affect any representation or warranty given by Seller hereunder or any of Buyer’s rights under this Agreement, including without limitation under Articles X and XI.

Notices of Certain Events; Continuing Disclosure. (a) Until the dissolution of Seller, Seller shall promptly notify Buyer within 15 business days of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any governmental Governmental Body or regulatory agency or authority Regulatory Authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge 's knowledge threatened against, or relating to or involving or otherwise affecting Seller or the Business or that relate to the consummation of the transactions contemplated by this Agreement, or any material developments relating to any actions, suits, claims, investigations or proceedings disclosed pursuant to section 3.10Section 4.8. (b) Until the Closing Date, Sellers Seller shall have the continuing obligation promptly to advise Buyer with respect to any matter hereafter arising or discovered that, if existing or known at the date of this Agreement, would have been required to be set forth or described in a Schedule to this Agreement, or that constitutes a breach or prospective breach of this Agreement by Seller. (c) No notice pursuant to this Section 6.3 shall affect any representation or warranty given by Seller hereunder or any of Buyer’s 's rights under Section 3.2 of this Agreement, including without limitation under Articles X and XInor shall such notice in any way be deemed to limit or impair the disclosures made to Buyer pursuant to the schedules hereto. However, if Buyer does close the transaction, the representations shall be deemed to be modified by the notice for purposes of Section 7 hereof.

Notices of Certain Events; Continuing Disclosure. (a) Seller shall promptly notify Parent and Buyer of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge threatened against, or relating to or involving or otherwise affecting Seller or the Business or that relate to the consummation of the transactions contemplated by this Agreement, or any material developments relating to any actions, suits, claims, investigations or proceedings disclosed pursuant to section 3.10Section 3.12. (b) Until the Closing Date, Sellers Seller and Covenantors shall have the continuing obligation promptly to advise Buyer with respect to any matter hereafter arising or discovered that, if existing or known at the date of this Agreement, would have been required to be set forth or described in a Schedule to this Agreement, or that constitutes a breach or prospective breach of this Agreement by Seller. (c) No notice pursuant to this Section shall affect any representation or warranty given by Seller hereunder or any of Parent’s or Buyer’s rights under this Agreement, including without limitation under Articles X 11 and XI12.

Notices of Certain Events; Continuing Disclosure. (a) After the date of this Agreement, Seller shall promptly notify Buyer Purchaser of: : (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; ; (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement; and and (iii) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge threatened against, or relating to or involving or otherwise affecting Seller or the Business or that relate to the consummation of the transactions contemplated by this Agreement, or any material developments relating to any actions, suits, claims, investigations or proceedings disclosed pursuant to section 3.10. (b) disclosed. Until the Closing Date, Sellers Seller shall have the continuing obligation to promptly to advise Buyer Purchaser with respect to any matter hereafter arising or discovered that at such xxxx Xxxxxx reasonably believes that, if existing or known at the date of this Agreement, would have been required to be set forth or described in a Schedule to this Agreement, or that constitutes would, or would be reasonably likely to, constitute a breach or prospective breach of this Agreement by Seller. (c) . No notice pursuant to this Section 6.16 shall affect any representation or warranty given by Seller hereunder or any of BuyerPurchaser’s rights under this Agreement, including without limitation under Articles X and XI.

Notices of Certain Events; Continuing Disclosure. (a) Seller shall promptly notify Buyer and SVT of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s 's Knowledge threatened againstthreatened, against or relating to or involving or otherwise affecting Seller, any Subsidiary of Seller or the Business or that relate to the consummation of the transactions contemplated by this Agreement, or any material developments relating to any actions, suits, claims, investigations or proceedings disclosed pursuant to section 3.10Section 3.12. (b) Until the Closing Date, Sellers Seller shall have the continuing obligation promptly to advise Buyer and SVT with respect to any matter hereafter arising or discovered that, if existing or known at the date of this Agreement, would have been required to be set forth or described in a Schedule to this Agreement, or that constitutes a breach or prospective breach of this Agreement by SellerSeller or Parent. (c) No notice pursuant to this Section shall affect any representation or warranty given by Seller or Parent hereunder or any of Buyer’s 's or SVT's rights under this AgreementAgreement or in any certificate or other writing delivered by the Seller or Parent pursuant hereto, including without limitation under Section 9.02 and Articles X and XI.

Notices of Certain Events; Continuing Disclosure. (a) After the date of this Agreement, Seller shall promptly notify Buyer Purchaser of: : (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; ; (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement; and and (iii) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge threatened against, or relating to or involving or otherwise affecting Seller or the Business or that relate to the consummation of the transactions contemplated by this Agreement, or any material developments relating to any actions, suits, claims, investigations or proceedings disclosed pursuant to section 3.10. (b) disclosed. Until the Closing Date, Sellers Seller shall have the continuing obligation to promptly to advise Buyer Purchaser with respect to any matter hereafter arising or discovered that at such txxx Xxxxxx reasonably believes that, if existing or known at the date of this Agreement, would have been required to be set forth or described in a Schedule to this Agreement, or that constitutes would, or would be reasonably likely to, constitute a breach or prospective breach of this Agreement by Seller. (c) . No notice pursuant to this Section 6.16 shall affect any representation or warranty given by Seller hereunder or any of BuyerPurchaser’s rights under this Agreement, including without limitation under Articles X and XI.

Notices of Certain Events; Continuing Disclosure. (a) Until the dissolution of Seller, Seller shall promptly notify Buyer within 15 business days of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any governmental Governmental Body or regulatory agency or authority Regulatory Authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge knowledge threatened against, or relating to or involving or otherwise affecting Seller or the Business or that relate to the consummation of the transactions contemplated by this Agreement, or any material developments relating to any actions, suits, claims, investigations or proceedings disclosed pursuant to section 3.10Section 4.8. (b) Until the Closing Date, Sellers Seller shall have the continuing obligation promptly to advise Buyer with respect to any matter hereafter arising or discovered that, if existing or known at the date of this Agreement, would have been required to be set forth or described in a Schedule to this Agreement, or that constitutes a breach or prospective breach of this Agreement by Seller. (c) No notice pursuant to this Section 6.3 shall affect any representation or warranty given by Seller hereunder or any of Buyer’s rights under Section 3.2 of this Agreement, including without limitation under Articles X and XInor shall such notice in any way be deemed to limit or impair the disclosures made to Buyer pursuant to the schedules hereto. However, if Buyer does close the transaction, the representations shall be deemed to be modified by the notice for purposes of Section 7 hereof.

Notices of Certain Events; Continuing Disclosure. (a) Seller shall promptly notify Buyer of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s 's Knowledge threatened against, or relating to or involving or otherwise affecting Seller or the Business or that relate to the consummation of the transactions contemplated by this Agreement, or any material developments relating to any actions, suits, claims, investigations or proceedings disclosed pursuant to section 3.10Section 3.12. (b) Until the Closing Date, Sellers Seller shall have the continuing obligation promptly to advise Buyer with respect to any matter hereafter arising or discovered that, if existing or known at the date of this Agreement, would have been required to be set forth or described in a Schedule to this Agreement, or that constitutes a breach or prospective breach of this Agreement by Seller. (c) No notice pursuant to this Section shall affect any representation or warranty given by Seller hereunder or any of Buyer’s 's rights under this AgreementAgreement or in any certificate or other writing delivered by the Seller pursuant hereto, including without limitation under Section 9.02 and Articles X and XI.

Notices of Certain Events; Continuing Disclosure. (a) Seller shall During the Interim Period, the Company and Optium will promptly notify Buyer each other of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge or threatened against, or relating to or involving or otherwise affecting Seller or the Business Company or that relate to the consummation of the transactions contemplated by this Agreement, or any material developments relating to any actions, suits, claims, investigations or proceedings disclosed pursuant to section 3.10in this Agreement and the schedules thereto. (b) Until During the Closing DateInterim Period, the Company, the Sellers and Optium shall have the continuing obligation promptly to advise Buyer each other with respect to any matter hereafter arising or discovered that, if existing or known at the date of this Agreement, would have been required to be set forth or described in a Schedule schedule to this Agreement, or that constitutes a breach or prospective breach of this Agreement by Sellerthe Company, a Seller or Optium, as applicable. (c) No notice pursuant to this Section shall affect any representation or warranty given by Seller the Company hereunder or any of Buyer’s Optium's rights under this Agreement, including without limitation under Articles X and XI.