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 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 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 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 (a) Seller confirms that it has provided Purchaser with a complete and correct copy of the Merger Agreement (with all exhibits and schedules thereto) as in effect as of the date hereof. Purchaser acknowledges and agrees that it has reviewed the Merger Agreement and is familiar with its terms and provisions. (b) Seller shall give 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 Purchaser, and Purchaser shall give prompt notice to Seller, if (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 it contained in this Agreement by such party to be becomes untrue or inaccurate at any time from such that it would be reasonable to expect that the date conditions of this Agreement to Closing would be incapable of being satisfied upon the Effective Time, Closing Date or (bii) 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 it fails 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 (including, without limitation, the occurrence of any state of facts, change, development, event or condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth herein not to be satisfied or satisfaction to be materially delayed); provided, however, that no such notification will shall affect the representations, warranties, covenants or agreements of such party, the Parties or the conditions to the obligations of the other parties Parties under this Agreement or Agreement. Notwithstanding anything to the remedies available to a party receiving such notification. Without limiting the foregoingcontrary in this Agreement, the Company will promptly after it has failure by the Parties to provide such prompt notice under this Section 3.4(b) shall not constitute a breach of any covenant for purposes of the following notify Parent Section 4.4 or Section 5.5. (c) Seller agrees to give prompt written notice to Purchaser upon becoming aware of (i) the occurrence or impending occurrence of any notice event or other communication from any Person alleging that circumstance which could reasonably be expected to have, individually or in the consent of such Person is aggregate, a Company Material Adverse Effect or may be required in connection with the transactions contemplated hereby, Material Adverse Effect or (ii) any event, fact or circumstance which would allow Parent to terminate the Merger Agreement. (d) Purchaser agrees to give prompt written notice to Seller upon becoming aware of any event, fact or other communication from any Governmental Authority in connection with circumstances which Purchaser reasonably believes could allow Purchaser to terminate this Agreement or elect not to consummate the transactions contemplated hereby. The Company will promptly notify Parent of . (e) Seller shall give prompt notice to Purchaser and keep Purchaser reasonably informed on a current basis with respect to, any Proceedings instituted claim, action, suit, charge, demand, inquiry, subpoena, proceeding, arbitration, mediation or other investigation commenced or, to Seller's Knowledge, 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 Authorityagainst, 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 involving 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)Property Owner.

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 (a) The Company shall give prompt notice to the other parties hereto Acquirer of (ai) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which both (i) is materially adverse likely 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 of the Company contained in this Agreement by such party to be untrue or inaccurate at any time from the date of this Agreement or prior to the Effective TimeClosing Date, (b) any condition set forth but only if such untrue or inaccurate representation or warranty is reasonably likely to result in Section 7.1, Section 7.2 and Section 7.3 that is unsatisfied at any time between a Material Adverse Effect on the date of this Agreement and the Effective TimeCompany, and (cii) any material failure of such party or any of its Representatives the Company 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 the delivery of any notice pursuant to this Section 5.8 shall not limit or otherwise affect the representations, warranties, covenants or agreements of such party, the conditions to the obligations of the other parties under this Agreement or the any remedies available to a the party receiving such notification. Without limiting the foregoing, notice. (b) Acquirer shall give prompt notice to the Company will promptly after it has notice of any of the following notify Parent of (i) the occurrence or non-occurrence of any notice event, the occurrence or other communication from non-occurrence of which is likely to cause any Person alleging that representation or warranty of Acquirer and/or the consent of Merger Sub contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, but only if such Person untrue or inaccurate representation or warranty is or may be required reasonably likely to result in connection with the transactions contemplated herebya material adverse effect on Acquirer, or and (ii) any notice failure of Acquirer to comply with or other communication from satisfy any Governmental Authority in connection covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the transactions contemplated hereby. The Company will promptly notify Parent delivery of any Proceedings instituted notice pursuant to this Section 5.8 shall not limit or threatened otherwise affect any remedies available to the party receiving such notice. (c) Each party (other than the Securityholder Representative) will (i) notify the other party in writing promptly after learning of any Legal Proceeding initiated by or against the Company it or any of its subsidiaries, or known to be threatened against such party, any of its subsidiaries or any of their respective directors, officers officers, employees, shareholders 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 stockholders in connection with their capacity as such transactions (a “Transaction LitigationNew Litigation Claim”), and (ii) notify the other party of ongoing material developments in any New Litigation Claim. The Company will consult in good faith with Parent with respect to Acquirer regarding the conduct of the defense or settlement of any Transaction LitigationNew Litigation Claim. (d) The Company shall give Acquirer prompt notice of any Person that shall have provided the Company with notice which allege(s) that any of the Company Intellectual Property or Company Technology, will consider Parent’s views with respect in whole or in part, infringes or otherwise violates any Intellectual Property Rights or otherwise alleges that the Company does not otherwise own or have the right to exploit such Transaction Litigation, and will not settle Intellectual Property Rights or materially stipulate with respect to any such Transaction Litigation without Parent’s written consent (not to be unreasonably withheld, conditioned or delayed)Technology.

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. (a) Each party hereto will deliver prompt notice to the other parties hereto of (ai) 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 hereto to be untrue or inaccurate at any time from the date of this Agreement to the Effective Time, Time and (bii) 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 hereto or any of its Representatives representatives to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case of clauses (i) and (ii) above, in a manner as would cause any Offer Condition to fail to be satisfied; provided, however, that (A) no such notification will affect the representations, warranties, covenants or agreements of the parties by such party, the conditions to the obligations of the other parties under by such party in accordance with this Agreement or the remedies available to a the party receiving such notification. notification and (B) an unintentional failure to give notice under this Section 6.5(a) will not be deemed to be a breach of covenant under this Section 6.5(a) but instead will only constitute, if applicable, a breach of the underlying representation, warranty, covenant, condition or agreement, as the case may be. (b) Without limiting the foregoingterms of the preceding Section 6.5(a), the Company will promptly will, within twenty-four (24) hours 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 written notice or other material communication from any Governmental Authority in connection with the transactions contemplated hereby. The Company will promptly notify Parent of , (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 or (“Transaction Litigation”)iv) any 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 the Offer or the Merger. The Parent will have the right to participate in the defense of any such actions, suits, claims, investigations or proceedings in accordance with clause (iv) above, and 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).

Notification of Certain Matters; Litigation. Each party hereto will deliver (a) The Company shall give prompt notice to the other parties hereto Acquirer of (ai) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which both (i) is materially adverse likely 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 of the Company contained in this Agreement by such party to be untrue or inaccurate at any time from the date of this Agreement or prior to the Effective TimeClosing Date, (b) any condition set forth but only if such untrue or inaccurate representation or warranty is reasonably likely to result in Section 7.1, Section 7.2 and Section 7.3 that is unsatisfied at any time between a Material Adverse Effect on the date of this Agreement and the Effective TimeCompany, and (cii) any material failure of such party or any of its Representatives the Company 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 the delivery of any notice pursuant to this Section 6.6 shall not limit or otherwise affect the representations, warranties, covenants or agreements of such party, the conditions to the obligations of the other parties under this Agreement or the any remedies available to a the party receiving such notification. Without limiting the foregoing, notice. (b) Acquirer shall give prompt notice to the Company will promptly after it has notice of any of the following notify Parent of (i) the occurrence or non-occurrence of any notice event, the occurrence or other communication from non-occurrence of which is likely to cause any Person alleging that representation or warranty of Acquirer and/or the consent of Merger Subs contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, but only if such Person untrue or inaccurate representation or warranty is or may be required reasonably likely to result in connection with the transactions contemplated herebya material adverse effect on Acquirer, or and (ii) any notice failure of Acquirer to comply with or other communication from satisfy any Governmental Authority in connection covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the transactions contemplated hereby. The Company will promptly notify Parent delivery of any Proceedings instituted notice pursuant to this Section 6.6 shall not limit or threatened otherwise affect any remedies available to the party receiving such notice. (c) Each party (other than the Stockholder) will (i) notify the other party in writing promptly after learning of any Legal Proceeding initiated by or against the Company it or any of its subsidiaries, or known to be threatened against such party, any of its subsidiaries or any of their respective directors, officers officers, employees, shareholders 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 stockholders in connection with their capacity as such transactions (a “Transaction LitigationNew Litigation Claim”), and (ii) notify the other party of ongoing material developments in any New Litigation Claim. The Company will consult in good faith with Parent with respect to Acquirer regarding the conduct of the defense or settlement of any Transaction LitigationNew Litigation Claim. (d) The Company shall give Acquirer prompt notice of any Person that shall have provided the Company with notice which allege(s) that any of the Company Intellectual Property Table of Contents or Company Technology, will consider Parent’s views with respect in whole or in part, infringes or otherwise violates any Intellectual Property Rights or otherwise alleges that the Company does not otherwise own or have the right to exploit such Transaction Litigation, and will not settle Intellectual Property Rights or materially stipulate with respect to any such Transaction Litigation without Parent’s written consent (not to be unreasonably withheld, conditioned or delayed)Technology.