Notification by Purchaser. From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, the Purchaser will give prompt notice to the Company upon the discovery: (i) that any representation or warranty made by the Purchaser in this Agreement has become untrue or inaccurate in any material respect; (ii) of any failure by the Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the Purchaser pursuant to this Agreement in any material respect; or (iii) of any failure of the conditions to the obligations of the Company set forth in Section 7.3(a) or Section 7.3(b) to be satisfied at the Closing or the satisfaction of which to be materially delayed, except that no such notification will modify any representation, warranty or covenant of the Purchaser set forth in this Agreement or the conditions to the obligations of the Company to consummate the Transaction or the remedies available to the Parties under this Agreement. The terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 6.8(b).
Notification by Purchaser. Prior to the Closing, ------------------------- Purchaser shall promptly inform Seller in writing when it has Knowledge of any breach of the representations and warranties contained in Article III (it being ----------- understood and agreed that for purposes of indemnification pursuant to Article VIII hereof, a breach of this covenant will be treated only as a breach of the underlying representation or warranty).
Notification by Purchaser. From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Closing, Purchaser shall promptly give written notice to the Company on having knowledge of any matter that may constitute a breach of any representation, warranty, agreement or covenant of Purchaser contained in this Agreement that would reasonably be expected to cause any conditions to Closing set forth in Section 7.3(a) or Section 7.3(b) to not be satisfied; provided, that Purchaser’s breach of its obligations pursuant to this Section 6.9(b) shall not cause the condition to Closing set forth in or Section 7.3(b) to not be satisfied. No such notification will affect or be deemed to modify any representation or warranty of Purchaser set forth in this Agreement or the conditions to the obligations of the Company to consummate the Viking Transaction or the remedies available to the Parties under this Agreement. The terms and conditions of the Confidentiality Agreement apply to any information provided to Purchaser pursuant to this Section 6.9(b).
Notification by Purchaser. From the date hereof until the Closing Date, the Purchaser shall provide prompt notice to the Company in writing of any material variances from the representations and warranties contained in Article V, and of any other fact or event that constitutes a breach of the representations, warranties, covenants and agreements in this Agreement made by the Purchaser or Parent and of any event or occurrence which is likely to cause any such representation or warranty to be untrue or inaccurate on the Closing Date or is likely to result in the Purchaser’s or the Parent’s failure to satisfy any covenant, agreement or condition to be complied with by them hereunder; provided, however, that the delivery of any notice pursuant to this Section 9.01 shall not (a) limit or otherwise affect any remedies available to Company or (b) constitute an acknowledgment or admission of a breach of this Agreement; provided further that a party’s unintentional failure to give notice under this Section 9.01 shall not be deemed a covenant breach, but if such breach remains uncured as of the Closing, shall constitute only a breach of the underlying representation, warranty, covenant, condition or agreement, as the case may be. No disclosure or notice by the Purchaser pursuant to this Section 9.01 shall be deemed to amend or supplement the appropriate Disclosure Schedule delivered on the date hereof or prevent or cure any misrepresentation, breach of warranty or breach of covenant, condition or agreement. With respect to any disclosure or notice by the Purchaser under this Section 9.01 that constitutes a breach giving rise to a right of termination under Article XI herein, the Company shall have the right to (a) terminate this Agreement pursuant to Article XI or (b) consummate and close the transactions described herein without waiving the breach, violation or condition, in which case the Sellers shall have any and all rights with respect to indemnification under Article VII for all Losses suffered or incurred by them arising out of said breach; provided, however, that nothing herein shall prevent the Purchaser from curing or attempting to cure such breach or failure to satisfy such condition.
Notification by Purchaser. During the Pre-Closing Period, Purchaser shall promptly notify the Company in writing of: (i) the discovery by Purchaser of any event, condition, fact or circumstance that occurred or existed on or before the Agreement Date and that caused or constitutes a breach of or an inaccuracy in any representation or warranty made by Purchaser in this Agreement such that the condition in Section 7.1 would not be satisfied; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the Agreement Date and that would cause or constitute a material breach of or an inaccuracy in any representation or warranty made by Purchaser in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or before the Agreement Date such that the condition in Section 7.1 would not be satisfied; (iii) the commencement of or, to the Knowledge of Purchaser, any threat to commence, any Legal Proceeding that challenges or that, if adversely determined, would reasonably be expected to have the effect of preventing, materially delaying, making illegal or otherwise interfering with the Share Issuance, the Secondary Share Purchase or any of the other Contemplated Transactions involving Purchaser; (iv) any material breach of any covenant or obligation of Purchaser such that the condition in Section 7.2 would not be satisfied; and (v) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 impossible or unlikely. Any innocent and unintentional failure by Purchaser to give notice under clause “(i)” or “(ii)” of this Section 4.3(b) shall not be deemed to be a breach of the covenant contained in clause “(i)” or “(ii)” of this Section 4.3(b) but instead shall constitute only a breach of the underlying representation or warranty made by Purchaser in this Agreement. (c)
Notification by Purchaser. Purchaser shall give notice to Seller and DCC promptly upon its discovery, by any means, of any information which would indicate that any representation or warranty of Seller or DCC in this Agreement or in any document delivered by Seller or DCC to Purchaser or its representatives under this Agreement is or may be in the opinion of Purchaser untrue in any material respect.
Notification by Purchaser. From time to time prior to the Closing, Purchaser shall use reasonable best efforts to disclose in writing to Seller, promptly upon obtaining actual knowledge (after reasonable inquiry) of the occurrence or non-occurrence of any fact or event that would be reasonably likely to prevent or materially delay the satisfaction of any condition set forth in Article IX; provided, however, that no such notification shall affect the remedies of the parties hereto under this Agreement.
Notification by Purchaser. During the Pre-Closing Period, Purchaser shall promptly notify the Sellers’ Representative in writing of: (i) the discovery by Purchaser of any event, condition, fact or circumstance that occurred or existed on or before the Agreement Date and that caused or constitutes a breach of or an inaccuracy in any representation or warranty made by Purchaser in this Agreement such that the condition in Section 7.1 would not be satisfied; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the Agreement Date and that would cause or constitute a material breach of or an inaccuracy in any representation or warranty made by Purchaser in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, Confidential Information has been omitted from this page and replaced by the asterisks appearing on this page. Such Confidential Information has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information under Rule 406 under the Securities Act of 1933, as amended, and Rule 24b-2 under the Securities Exchange Act of 1934, as amended. 10
Notification by Purchaser. 8.9 The Purchaser undertakes to notify the Seller in writing fully and promptly of anything of which the Purchaser is or becomes aware which renders or may render any of the Purchaser Warranties untrue, inaccurate, or misleading.
Notification by Purchaser. The Purchaser agrees that, in the event it receives notice of the commencement of any action against it which is based upon an alleged act or omission which, if proven, would result in any Selling Stockholder having to indemnify the Purchaser pursuant to Section 14.4 hereof, the Purchaser will promptly notify such Selling Stockholders in writing of the commencement of such action and permit such Selling Stockholders, if such Selling Stockholders so notify the Purchaser within ten (10) days after receipt by such Selling Stockholders of notice of the commencement of the action, to participate in and to assume the defense of such action with counsel reasonably satisfactory to the Purchaser; provided, however, that if such Selling Stockholders assume the defense of such action, such action may not be settled without the consent of the Purchaser. The omission to notify such Selling Stockholders promptly of the commencement of any such action shall not relieve such Selling Stockholders of liability to indemnify the Purchaser under Section 14.4 hereof, except to the extent that such Selling Stockholders shall suffer any loss by reason of such failure to give notice and shall not relieve such Selling Stockholders of any other liabilities which it may have under this or any other agreement.
