Common use of Notification of Certain Matters; Litigation Clause in Contracts

Notification of Certain Matters; Litigation. Each party hereto will deliver prompt notice to the other parties hereto of (a) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which both (i) is materially adverse to the Company and its subsidiaries, taken as a whole, or is adverse to the rimegepant or zavegepant supply chain, and (ii) would cause any representation or warranty made in this Agreement by such party to be untrue or inaccurate at any time from the date of this Agreement to the Effective Time, (b) any condition set forth in Section 7.1, Section 7.2 and Section 7.3 that is unsatisfied at any time between the date of this Agreement and the Effective Time, and (c) any material failure of such party or any of its Representatives to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that no such notification will affect the representations, warranties, covenants or agreements of such party, the conditions to the obligations of the other parties under this Agreement or the remedies available to a party receiving such notification. Without limiting the foregoing, the Company will promptly after it has notice of any of the following notify Parent 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 hereby, or (ii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated hereby. The Company will promptly notify Parent of any Proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, by any holders of the Shares of the Company, before any court or Governmental Authority, relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions (“Transaction Litigation”). The Company will consult with Parent with respect to the defense or settlement of any Transaction Litigation, will consider Parent’s views with respect to such Transaction Litigation, and will not settle or materially stipulate with respect to any such Transaction Litigation without Parent’s written consent (not to be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Litigation. Each party hereto will deliver shall give prompt notice to the other parties hereto of (a) the occurrence or non-occurrence of any event of which such party has knowledge the occurrence or non-occurrence of which both (i) is materially adverse to the Company and its subsidiaries, taken as a whole, or is adverse to the rimegepant or zavegepant supply chain, and (ii) would cause any representation or warranty made by such party in this Agreement by such party to be untrue or inaccurate in any material respect at any time from the date of this Agreement hereof to the Effective Time, (b) any condition set forth in Section 7.1, Section 7.2 and Section 7.3 that Offer Condition of which such party has knowledge is unsatisfied at in any time between the date material respect as of this Agreement and the Effective Timeany scheduled Expiration Date, and (c) any material failure of such party or any of its Representatives of which such party has knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that no such notification will shall affect the representations, warranties, covenants or agreements of such partythe parties, the conditions to the obligations of the other parties under this Agreement or the remedies available to a the party receiving such notification. Without limiting the foregoing, the Company will promptly shall, within twenty-four (24) hours after it has notice of any of the following notify the Parent 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 herebyby this Agreement, or (ii) any notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated hereby. The Company will promptly notify Parent of by this Agreement, and (iii) any Proceedings actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any holders of the Shares stockholder of the Company, before any court or Governmental AuthorityEntity, relating to or involving or otherwise affecting the Company or any Company Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions (“Transaction Litigation”)transactions. The Company will shall consult with the Parent with respect to regarding the defense or settlement of any Transaction Litigationsuch actions, will suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such Transaction Litigationactions, and will not settle suits, claims, investigations or materially stipulate with respect to any such Transaction Litigation without Parent’s written consent (not to be unreasonably withheld, conditioned or delayed)proceedings.

Notification of Certain Matters; Litigation. Each party hereto will deliver shall give prompt notice to the other parties hereto of (a) the occurrence or non-occurrence of any event of which such party has knowledge the occurrence or non-occurrence of which both (i) is materially adverse to the Company and its subsidiaries, taken as a whole, or is adverse to the rimegepant or zavegepant supply chain, and (ii) would cause any representation or warranty made by such party in this Agreement by such party to be untrue or inaccurate in any material respect at any time from the date of this Agreement hereof to the Effective Time, (b) any condition set forth in Section 7.1, Section 7.2 and Section 7.3 Offer Condition that is unsatisfied at any time between from the date hereof to the Acceptance Time of this Agreement and which such party has knowledge (other than the Effective Timecondition contained in clause (i) of the first paragraph of the Offer Conditions, as to which such notice shall be given if such condition is unsatisfied as of any scheduled expiration date of the Offer), and (c) any material failure of such party or any of its Representatives to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder of which such party has knowledge; provided, however, that no such notification will shall affect the representations, warranties, covenants or agreements of such partythe parties, the conditions to the obligations of the other parties under this Agreement or the remedies available to a the party receiving such notification. Without limiting the foregoing, the Company will promptly each party shall, within twenty-four (24) hours after it has notice of any of the following notify Parent the other parties 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 herebyby this Agreement, or (ii) any notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated hereby. The Company will promptly notify Parent of by this Agreement, and (iii) any Proceedings actions, suits, claims, investigations or proceedings instituted or threatened against the Company such party or any of its directors, officers or Affiliates, including by any holders stockholder of the Shares of the Companysuch party, before any court or Governmental AuthorityEntity, relating to or involving or otherwise affecting the such party or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions transactions. Parent shall have the right to participate in, but not control, the defense of any such actions, suits, claims, investigations or proceedings under clause (“Transaction Litigation”). The iii) above with respect to the Company, and the Company will shall consult with Parent with respect to regarding the defense or settlement of any Transaction Litigationsuch actions, will suits, claims, investigations or proceedings and shall consider Parent’s views with respect to such Transaction Litigationactions, and will not settle suits, claims, investigations or materially stipulate with respect to any such Transaction Litigation without Parent’s written consent (not to be unreasonably withheld, conditioned or delayed)proceedings.

Notification of Certain Matters; Litigation. Each party hereto will deliver prompt shall give notice to the other parties hereto promptly upon gaining knowledge of (a) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which both (i) is materially adverse to the Company and its subsidiaries, taken as a whole, or is adverse to the rimegepant or zavegepant supply chain, and (ii) would cause any representation or warranty made by such party in this Agreement by such party to be untrue or inaccurate in any material respect at any time from the date of this Agreement hereof to the Effective TimeTime such that the condition set forth in Annex III hereto would not be satisfied, (b) any condition set forth in Section 7.1, Section 7.2 and Section 7.3 Annex III that is unsatisfied at in any time between the date material respect as of this Agreement and the Effective Timeany scheduled Expiration Date, and (c) any material failure of such party or any of its Representatives representatives to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder such that the condition set forth in Annex III hereto would not be satisfied; provided, however, that no such notification will shall affect the representations, warranties, covenants or agreements of such partythe parties, the conditions to the obligations of the other parties under this Agreement or the remedies available to a the party receiving such notification. Without limiting the foregoing, the Company will shall promptly notify Parent after it has notice of any of the following notify Parent of receives (i) any notice or other communication from any Person Governmental Entity in connection with the transactions contemplated by this Agreement, (ii) any written notice that has come to the actual Knowledge of the Company (without any duty of inquiry) from any person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated herebyby the Agreement, or and (ii) any notice actions, suits, claims, investigations or other communication from any Governmental Authority in connection with the transactions contemplated hereby. The Company will promptly notify Parent of any Proceedings proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any holders of the Shares stockholder of the Company, before any court or Governmental Authority, relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions (“Transaction Litigation”). The Company will consult with Parent with respect to the defense or settlement of any Transaction Litigation, will consider Parent’s views with respect to such Transaction Litigation, and will not settle or materially stipulate with respect to any such Transaction Litigation without Parent’s written consent (not to be unreasonably withheld, conditioned or delayed)Entity.

Notification of Certain Matters; Litigation. Each party hereto will deliver prompt notice to the other parties hereto of (a) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which both (i) is materially adverse to the Company and its subsidiaries, taken as a whole, or is adverse to the rimegepant or zavegepant supply chain, and (ii) would cause any representation or warranty made in this Agreement by such party to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time, (b) any condition set forth in Section 7.1, Section 7.2 and Section 7.3 that is unsatisfied at any time between the date of this Agreement and the Effective Time, and (c) any material failure of such party or any of its Representatives to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that no such notification will affect the representations, warranties, covenants or agreements of such party, the conditions to the obligations of the other parties under this Agreement or the remedies available to a party receiving such notification. Without limiting the foregoing, the Company will promptly after it has notice of any of the following notify Parent 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 hereby, or (ii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated hereby. The Company will promptly notify Parent of any hereby and (iii) Proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any holders of the Shares of the Company, before any court or Governmental Authority, relating to or involving or otherwise affecting the Company or any Company Subsidiary that, if pending on the date of this Agreement, would have been required to have been disclosed in accordance with this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions (“Transaction Litigation”)transactions. The Company will consult with Parent with respect to the defense or settlement of any Transaction Litigationsuch Proceedings, will consider Parent’s views with respect to such Transaction LitigationProceedings, and will not settle or materially stipulate with respect to any such Transaction Litigation Proceedings without Parent’s written consent (not to be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Litigation. Each party hereto will deliver shall give prompt notice to the other parties hereto of upon obtaining knowledge (a) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which both (i) is materially adverse to the Company and its subsidiaries, taken as a whole, or is adverse to the rimegepant or zavegepant supply chain, and (ii) would cause that any representation or warranty made by it in this Agreement by such party to be has become untrue or inaccurate at in any time from the date of this Agreement material respect or is reasonably likely to the Effective Timebecome untrue or inaccurate in any material respect, (b) of any condition set forth in Section 7.1, Section 7.2 and Section 7.3 that is unsatisfied at any time between the date of this Agreement and the Effective Time, and (c) any material failure of such party or any of its Representatives to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement or (c) of the occurrence of any event that would otherwise cause any condition set forth in Annex I from becoming satisfied in any material respect at any time from the date hereof to the Acceptance Time; provided, however, that no such notification will shall affect the representations, warranties, covenants or agreements of such partythe parties, the conditions to the obligations of the other parties under this Agreement or the remedies available to a the party receiving such notification; provided, further, that failure to give any such notice shall not be treated as a breach of covenant for the purposes of paragraph (d) of Annex I or Section 8.1(c) or 8.1(d), as applicable, unless such failure to give notice that a representation or warranty made by it in this Agreement (without regard to the words “materially” or “material or to any qualification based on the defined term “Company Material Adverse Effect” set forth therein) has become untrue or inaccurate and the failure of such representation or warranty to be true and accurate would have a Company Material Adverse Effect. Without limiting the foregoing, the Company will promptly shall, within twenty-four (24) hours after it has notice knowledge of any of the following notify Parent of (ia) any notice or other communication from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated herebyby this Agreement, or (iib) any notice or other substantive written communication from any Governmental Authority Entity in connection with the transactions contemplated hereby. The Company will promptly notify Parent of by this Agreement, and (c) any Proceedings actions, suits, claims, investigations or proceedings instituted or threatened in writing against the Company or any of its directorsdirectors or officers, officers or Affiliates, including by any holders of the Shares stockholder of the Company, before any court or Governmental AuthorityEntity, which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions transactions. Parent shall have the right to participate in the defense of any such actions, suits, claims, investigations or proceedings under clause (“Transaction Litigation”). The c) above, and the Company will shall consult with Parent with respect to regarding the defense or settlement of any Transaction Litigationsuch actions, will suits, claims, investigations or proceedings and shall consider Parent’s views with respect to such Transaction Litigationactions, and will not settle suits, claims, investigations or materially stipulate with respect to any such Transaction Litigation without Parent’s written consent (not to be unreasonably withheld, conditioned or delayed)proceedings.

Notification of Certain Matters; Litigation. Each party hereto will deliver prompt notice to the other parties hereto of (a) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which both (i) is materially adverse to the Company and its subsidiaries, taken as a whole, or is adverse to the rimegepant or zavegepant supply chain, and (ii) would cause any representation or warranty made in this Agreement by such party to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time, (b) any condition set forth in Section 7.1, Section 7.2 and Section 7.3 that is unsatisfied at any time between the date of this Agreement and the Effective Time, and (c) any material failure of such party or any of its Representatives to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that no such notification will affect the representations, warranties, covenants or agreements of such party, the conditions to the obligations of the other parties under this Agreement or the remedies available to a party receiving such notification. Without limiting the foregoing, the Company will promptly after it has notice of any of the following notify Parent 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 hereby, or (ii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated hereby. The Company will promptly notify Parent of hereby and (iii) any Proceedings actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any holders of the Shares of the Company, before any court or Governmental Authority, relating to or involving or otherwise affecting the Company or any Company Subsidiary that, if pending on the date of this Agreement, would have been required to have been disclosed in accordance with this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions (“Transaction Litigation”)transactions. The Company will consult with Parent with respect to the defense or settlement of any Transaction Litigationsuch actions, suits, claims, investigations or proceedings, will consider Parent’s views with respect to such Transaction Litigationactions, suits, claims, investigations or proceedings, and will not settle or materially stipulate with respect to any such Transaction Litigation actions, suits, claims, investigations or proceedings without Parent’s written consent (not to be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Litigation. Each Unless prohibited by applicable Law, each party hereto will deliver prompt notice to the other parties hereto of (a) the occurrence or non-occurrence any Event that would reasonably be expected to give rise to a failure of any event the occurrence or non-occurrence of which both (i) is materially adverse to the Company and its subsidiaries, taken as a whole, or is adverse to the rimegepant or zavegepant supply chain, and (ii) would cause any representation or warranty made in this Agreement by such party to be untrue or inaccurate at any time from the date of this Agreement to the Effective Time, (b) any condition set forth in Section 7.1, Section 7.2 and Section 7.3 that is unsatisfied at any time between the date of this Agreement and the Effective Time, and (c) any material failure of such party or any of its Representatives to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; 7.3; provided, however, that (x) that the failure to make any such notification (in and of itself) shall not be taken into account in determining whether the conditions set forth in Section 7.1, Section 7.2 and Section 7.3 have been satisfied or give rise to any right of termination to any party hereto under Article VIII and (y) no such notification will affect the representations, warranties, covenants or agreements of such party, the conditions to the obligations of the other parties under this Agreement or the remedies available to a party receiving such notification. Without limiting the foregoing, (i) the Company will promptly after it has notice of any of the following notify Parent 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 hereby, or and (ii) each party will promptly notify the other parties hereto of any notice or other communication from any Governmental Authority in connection with the transactions contemplated hereby. The Company will promptly notify Parent of any Proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, by any holders of the Common Shares of the Company, before any court or Governmental Authority, relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions (“Transaction Litigation”). The Company will consult with Parent with respect to the defense or settlement of any Transaction Litigation, will consider Parent’s views with respect to such Transaction Litigation, and will not settle or materially stipulate with respect to any such Transaction Litigation without Parent’s written consent (not to be unreasonably withheld, conditioned or delayed).