Notification; Cooperation. Each party shall promptly notify the other, in writing, of each infringement claim of which such party becomes aware, and such party shall reasonably cooperate with the other party and make reasonably available to the other all information, including but not limited to documents and witnesses, reasonably necessary to conduct an adequate and appropriate defense to such infringement claim.
Notification; Cooperation. (a) From the date hereof through the Closing Date, Seller, on the one hand, and Buyer, on the other hand, shall promptly notify the other and keep it apprised as to: (i) any Action which challenges or seeks to restrain or enjoin the consummation of any of the transactions contemplated hereby; (ii) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect or it failing to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it under this Agreement; (iii) in the case of Seller, the occurrence of any fact or state of facts, circumstance, change, effect, occurrence, condition or event that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (iv) any other event that would or would reasonably be expected to result in, individually or in the aggregate, any of the conditions set forth in Article VII not being capable of being fulfilled by the Outside Date; (v) any written notice received by such party from a Governmental Entity or third party seeking to restrain or prohibit the transactions contemplated by this Agreement; or (vi) the commencement of any material Action against such party or its Affiliates that would adversely affect the ability of such party or its Affiliates to consummate the transactions contemplated by this Agreement. No notification made pursuant to this Section 5.21 shall have the effect of satisfying any condition set forth in Article VII, nor shall any such notification have any effect for the purposes of determining the right of any party to claim or obtain indemnification under this Agreement or any Ancillary Agreement or otherwise enforce its rights and remedies under this Agreement or any Ancillary Agreement.
(b) From the date hereof through the Closing Date, Seller shall promptly deliver to Buyer copies of all financial statements filed with or submitted to any Governmental Entity by or on behalf of the Company and USIS.
Notification; Cooperation. All Parties agree to notify each other of any possible or actual infringement of any Data Rights relating to the Licensed Product (“Infringement”) of which it becomes aware. Licensor and CTTQ each agrees to use their respective best efforts to enforce the Data Rights with respect to any such Infringement. Licensee agrees to cooperate fully with Licensor and CTTQ in any action controlled by Licensor and/or CTTQ to enforce the Data Rights with respect to such Infringement.
Notification; Cooperation. At all times prior to the Effective Time, AIL shall promptly notify EDO, and EDO shall promptly notify AIL, in writing of any fact, condition, event or occurrence that reasonably could be expected to result in the failure of any of the conditions contained in Sections 7.1, 7.2 or 7.3 to be satisfied, promptly upon becoming aware of the same. AIL, EDO and Merger Sub shall cooperate with one another in order to lift any injunction or remove any other impediment to the consummation of the transactions contemplated hereby.
Notification; Cooperation. If any person or entity shall notify ------------------------- the Company, Purchaser or any Securityholder with respect to any matter which may give rise to a Covered Claim, the party receiving such notice shall promptly notify each of the other parties hereto in writing; provided, however, that no ----------------- delay on the part of the notifying party in notifying the other parties hereto shall relieve the other parties from any obligation hereunder. The Securityholders agree to provide full and total support to the Company in connection with all of the defenses and legal representation of any and all Covered Claims, whether currently existing or arising in the future. In addition, neither the Company nor the Purchaser or any of its officers and directors will have any responsibility relating to the defense of criminal actions against any individuals in connection with a Covered Claim. Further, the Securityholders and the Company may consent to the entry of any judgment or enter into any settlement, criminal sanction, binding agreement or otherwise with respect to any such Covered Claim only with the prior written consent of Purchaser that will not be unreasonably withheld. In addition, the Securityholders shall apprise in writing Purchaser of all developments related to the Covered Claims (current and future) and shall provide Purchaser with all available information in connection with any Covered Claims. Notwithstanding the foregoing, the Securityholders will keep the Purchaser and its officers and directors and counsel informed about all material developments of the Covered Claims, including the current civil and criminal actions. Before any material decision is made by the courts or other body, the Company or the Securityholders or other plaintiffs or their counsel that could involve the generation of Itelco and Related Damages to be asserted against the Purchaser or one of its related parties, the Securityholders shall solicit the consent to strategy, litigation, tactics, motions, settlements, if any, and the like from Purchaser and its counsel.
Notification; Cooperation. If a Party intends to initiate an infringement action under this Section 9.3(b), or decides not to initiate such action, it shall promptly provide written notice to the other Party of such intent. The Party controlling any action under this Section 9.3(b) shall notify the other Party promptly upon commencement of such action and shall keep the other Party reasonably informed of the status of such action. In connection with any action under this Section 9.3(b), the Parties will cooperate fully and will provide each other with any information or assistance that the other may reasonably request, at the expense of the Party initially bringing the action. Notwithstanding a Party’s right to control an action under this Section 9.3(b), neither Party shall settle or compromise any claim or proceeding that would adversely affect the scope, validity or enforceability of any Patent Right granted by one Party to another hereunder or otherwise adversely affect the rights and licenses granted hereunder unless agreed to in writing by both Parties, which consent shall not be unreasonably withheld or delayed.
Notification; Cooperation. If Agent receives notice of any actual, anticipated, or threatened
Notification; Cooperation. If Agent receives notice of any actual, anticipated, or threatened Civil or Administrative Action (defined below), or mediations or demand letters, concerning or involving Agent, either directly or indirectly, Agent shall immediately notify Agent’s Designated Managing Broker and Managing Broker(s). Moreover, in such instances, Agent agrees to fully cooperate, in good faith, and assist eXp, Agent’s Designated Managing Broker and Managing Broker, eXp’s Legal Operations Department, and/or eXp’s comprehensive errors and omissions insurance carrier (“Carrier”) in defending against such matters until they are resolved by providing documents, testimony and any other items or information that may be needed by or on behalf of eXp. Agent’s breach of this provision shall constitute a material breach of this ICA. The term “Civil or Administrative Action” as used in this ICA means lawsuits (including any appeals), small claims actions, chancery actions, equitable actions, arbitration actions, or administrative complaints (such as before a Department of Real Estate, Attorney General’s Office, Department of Housing and Urban Development, Consumer Protection Financial Bureau, MLS, or any REALTOR® association).
Notification; Cooperation. If Agent receives notice of any actual, anticipated, or threatened Civil or Administrative Action (defined below), or mediations or demand letters, concerning or involving Agent, either directly or indirectly, Agent shall immediately notify Agent’s Designated Managing Broker and Managing Broker(s). Moreover, in such instances, Agent agrees to fully cooperate, in good faith, and assist eXp, Agent’s Designated Managing Broker and Managing Broker, eXp’s Legal Operations
Notification; Cooperation. (a) From the date of this Agreement until the Closing Date, the Company, on the one hand, and the Parent, on the other hand, shall promptly notify the other and keep it advised as to: (a) any pending or threatened Action that challenges or seeks to restrain or enjoin the consummation of any of the transactions contemplated hereby; (b) in the case of the Company, the occurrence of any event that would have, individually or in the aggregate, a Material Adverse Effect; (c) any other event that would result in, individually or in the aggregate, any of the conditions set forth in Article VII not being capable of being fulfilled by the Outside Date; (d) any written notice received by such party from a Governmental Entity or third party seeking to restrain or prohibit the transactions contemplated by this Agreement; or (e) the commencement of any material Action against such party or its Affiliates that would adversely affect the ability of such party or its Affiliates to effect the consummation of the transactions contemplated by this Agreement. No notification made pursuant to this Section 6.03 shall have the effect of satisfying any condition set forth in Article VII, nor shall any such notification have any effect for the purposes of determining the rights of any party under this Agreement or otherwise enforce its rights and remedies under this Agreement, nor shall any such notice be deemed to be a waiver of any failure to satisfy the conditions set forth in Article VII.
(b) Without limitation of the requirements of Section 6.02 and subject to applicable Law, the Company and its Subsidiaries shall provide Parent with any material written communications to or filings with any Governmental Entity after the date hereof with at least three (3) Business Days advance notice and shall reasonably consider any comments proposed by Parent in connection therewith.
