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

Notification of Certain Matters; Transaction Litigation. (a) The STAR Parties and their Representatives shall give prompt notice to the STAR III Parties, and the STAR III Parties and their Representatives shall give prompt notice to the STAR Parties, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement. (b) The STAR Parties and their Representatives shall give prompt notice to the STAR III Parties, and the STAR III Parties and their Representatives shall give prompt notice to the STAR Parties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that it would be reasonable to expect that the applicable closing conditions would be incapable of being satisfied by the Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Notwithstanding anything to the contrary in this Agreement, the failure by the STAR Parties, the STAR III Parties or their respective Representatives to provide such prompt notice under this Section 7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b), Section 8.3(b), Section 9.1(c)(i), or Section 9.1(d)(i). (c) The STAR Parties and their Representatives shall give prompt notice to the STAR III Parties, and the STAR III Parties and their Representatives shall give prompt notice to the STAR Parties, of any Action commenced or, to such Party’s Knowledge, threatened against, relating to or involving such Party or any STAR Subsidiary or STAR III Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Merger or the other transactions contemplated by this Agreement. The STAR Parties and their respective Representatives shall give STAR III the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the STAR Parties and/or their directors, officers or partners relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without STAR III’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The STAR III Parties and their respective Representatives shall give the STAR Parties the opportunity to reasonably participate in the defense and settlement of any litigation against the STAR III Parties and/or their directors, officers or partners relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without STAR’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

Notification of Certain Matters; Transaction Litigation. (a) The STAR SOR Parties and their Representatives shall give prompt notice to the STAR III PartiesSOR II, and the STAR III Parties SOR II and their its Representatives shall give prompt notice to the STAR SOR Parties, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement. (b) The STAR SOR Parties and their Representatives shall give prompt notice to the STAR III PartiesSOR II, and the STAR III Parties SOR II and their its Representatives shall give prompt notice to the STAR SOR Parties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that it would be reasonable to expect that the applicable closing conditions would be incapable of being satisfied by the Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Notwithstanding anything to the contrary in this Agreement, the failure by the STAR Parties, the STAR III SOR Parties or their respective its Representatives or SOR II or its Representatives to provide such prompt notice under this Section 7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b), Section 8.3(b), Section 9.1(c)(i) (SOR Terminating Breach), or Section 9.1(d)(i). ) (c) The STAR Parties and their Representatives shall give prompt notice to the STAR III Parties, and the STAR III Parties and their Representatives shall give prompt notice to the STAR Parties, of any Action commenced or, to such Party’s Knowledge, threatened against, relating to or involving such Party or any STAR Subsidiary or STAR III Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Merger or the other transactions contemplated by this Agreement. The STAR Parties and their respective Representatives shall give STAR III the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the STAR Parties and/or their directors, officers or partners relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without STAR III’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The STAR III Parties and their respective Representatives shall give the STAR Parties the opportunity to reasonably participate in the defense and settlement of any litigation against the STAR III Parties and/or their directors, officers or partners relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without STAR’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).SOR II

Notification of Certain Matters; Transaction Litigation. (a) The STAR Parties and their Representatives shall give prompt notice to the STAR III Parties, and the STAR GAHR III Parties and their Representatives shall give prompt notice to the STAR GAHR IV Parties, and the GAHR IV Parties and their Representatives shall give prompt notice to the GAHR III Parties, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, the Merger Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with the Merger Mergers or the other transactions contemplated by this Agreement. (b) The STAR Parties and their Representatives shall give prompt notice to the STAR III Parties, and the STAR GAHR III Parties and their Representatives shall give prompt notice to the STAR GAHR IV Parties, and the GAHR IV Parties and their Representatives shall give prompt notice to the GAHR III Parties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that it would be reasonable to expect that the applicable closing conditions would be incapable of being satisfied by the Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Notwithstanding anything to the contrary in this Agreement, the failure by the STAR GAHR III Parties, the STAR III GAHR IV Parties or their respective Representatives to provide such prompt notice under this Section 7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b), Section 8.3(b), Section 9.1(c)(i) (GAHR IV Terminating Breach), or Section 9.1(d)(i). ) (c) The STAR Parties and their Representatives shall give prompt notice to the STAR III Parties, and the STAR III Parties and their Representatives shall give prompt notice to the STAR Parties, of any Action commenced or, to such Party’s Knowledge, threatened against, relating to or involving such Party or any STAR Subsidiary or STAR III Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Merger or the other transactions contemplated by this Agreement. The STAR Parties and their respective Representatives shall give STAR III the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the STAR Parties and/or their directors, officers or partners relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without STAR GAHR III’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The STAR III Parties and their respective Representatives shall give the STAR Parties the opportunity to reasonably participate in the defense and settlement of any litigation against the STAR III Parties and/or their directors, officers or partners relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without STAR’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

Notification of Certain Matters; Transaction Litigation. (a) The STAR Parties and their Representatives shall give prompt notice to the STAR III SIR Parties, and the STAR III SIR Parties and their Representatives shall give prompt notice to the STAR Parties, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement. (b) The STAR Parties and their Representatives shall give prompt notice to the STAR III SIR Parties, and the STAR III SIR Parties and their Representatives shall give prompt notice to the STAR Parties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that it would be reasonable to expect that the applicable closing conditions would be incapable of being satisfied by the Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Notwithstanding anything to the contrary in this Agreement, the failure by the STAR Parties, the STAR III SIR Parties or their respective Representatives to provide such prompt notice under this Section 7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b), Section 8.3(b), Section 9.1(c)(i), or Section 9.1(d)(i). (c) The STAR Parties and their Representatives shall give prompt notice to the STAR III SIR Parties, and the STAR III SIR Parties and their Representatives shall give prompt notice to the STAR Parties, of any Action commenced or, to such Party’s Knowledge, threatened against, relating to or involving such Party or any STAR Subsidiary or STAR III SIR Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Merger or the other transactions contemplated by this Agreement. The STAR Parties and their respective Representatives shall give STAR III SIR the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the STAR Parties and/or their directors, officers or partners relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without STAR IIISIR’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The STAR III SIR Parties and their respective Representatives shall give the STAR Parties the opportunity to reasonably participate in the defense and settlement of any litigation against the STAR III SIR Parties and/or their directors, officers or partners relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without STAR’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).