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. 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. From the date of this Agreement until the Closing Date, Seller, on the one hand, and Buyer, on the other hand, shall promptly notify the other and keep it advised as to: (i) any pending or threatened Action of which it has Knowledge that challenges or seeks to restrain or enjoin the consummation of any of the transactions contemplated hereby or by the Specified Third-Party Reinsurance Binder; (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 event that would have, individually or in the aggregate, a Company Material Adverse Effect; (iv) any other event that would result in, individually or in the aggregate, any of the conditions set forth in Article XI not being capable of being fulfilled by the Outside Date; (v) any written notice received by such party from a Governmental Authority or third party seeking to restrain or prohibit the transactions contemplated by this Agreement, any other Transaction Agreements or the Specified Third-Party Reinsurance Transaction Documents 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 or the Investors to effect the consummation of the transactions contemplated by this Agreement, any other Transaction Agreements or the Specified Third-Party Reinsurance Transaction Documents. No notification made pursuant to this Section 7.04 shall have the effect of satisfying any condition set forth in Article XI, nor shall any such notification have any effect for the purposes of determining the rights of any party to claim or obtain indemnification under this Agreement or otherwise enforce its rights and remedies under this Agreement, and no failure to give any such notice shall result in any party hereto having any additional rights to indemnification under this Agreement (including pursuant to Section 13.01(a)(ii) or Section 13.02(a)(ii)) nor shall any such notice be deemed to be a waiver of any failure to satisfy the conditions set forth in Article XI.
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 Broker and Managing Broker(s). Moreover, in such instances, Agent agrees to fully cooperate, in good faith, and assist THE WAR TEAM, Agent’s Designated Managing Broker and Managing Broker, THE WAR TEAM’s Legal Operations Department, and/or THE WAR TEAM’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 THE WAR TEAM. Agent’s breach of this provision shall constitute a material breach of this ICA.
Notification; Cooperation. From the date of this Agreement until the Closing Date, Seller, on the one hand, and Buyer, on the other hand, shall promptly notify the other and keep it advised as to: (i) any pending or threatened Action of which it has Knowledge that challenges or seeks to restrain or enjoin the consummation of any of the transactions contemplated hereby or by the Specified Third-Party Reinsurance Binder; (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 event that would have, individually or in the aggregate, a Company Material Adverse Effect;
Notification; Cooperation. (a) From the date hereof through the Closing Date, Parent, on the one hand, and the Acquiror, on the other hand, shall promptly notify the other and keep it advised as to: (i) any pending or threatened Action which challenges or seeks to restrain or enjoin the consummation of any of the transactions contemplated hereby; (ii) the commencement of any non-ordinary course audit or examination with respect to any Company Group Entity or the business of the Company Group Entities by any Governmental Authority; (iii) any event that would or would reasonably be expected to result in, individually or in the aggregate, any of the conditions set forth in Article VIII not being capable of being fulfilled by the Outside Date or (iv) any written notice received by such party from a Governmental Authority or third party seeking to restrain or prohibit the transactions contemplated by this Agreement and the Transaction Agreements. No notification made pursuant to this Section 5.15 shall have the effect of satisfying any condition set forth in Article VIII, nor shall any such notification have any effect for the purposes of determining the rights of any party to claim or obtain indemnification under this Agreement or otherwise enforce its rights and remedies under this Agreement.
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. Subject to compliance with Applicable Laws, from the date hereof until the earlier of the termination of this Agreement and the Closing, each of the Vendor Parties, on the one hand, and the Purchaser, on the other hand, shall promptly notify the other and keep it apprised as to:
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.
