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

Notification of Certain Matters; Transaction Litigation. Prior to the Effective Time, the Company shall give prompt notice to Parent (i) to the extent permitted under applicable Law, of 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, if the subject matter of such communication or the failure of such Party to obtain Consent would reasonably be expected to be material to the Company, the Surviving Corporation or, to the Knowledge of the Company, Parent and (ii) if the Company becomes aware that any material information technology system has suffered a material security breach that results in unauthorized access or restriction imposed by a third party to customer or Company data or a material operational failure; provided, however, with respect to the foregoing clauses (i) and (ii), no such notification (or any good faith failure to provide 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 and shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice). The Company shall promptly notify Parent of any shareholder litigation arising from this Agreement or the Merger that is brought or threatened in writing against the Company or members of the Company Board (“Transaction Litigation”) and shall keep Parent reasonably informed with respect to the status thereof and shall give consideration to Parent’s advice with respect to such Transaction Litigation. The Company shall reasonably consult with Parent with respect to the defense or settlement of any Transaction Litigation and shall not settle any Transaction Litigation without Parent’s consent (not to be unreasonably withheld, conditioned or delayed); provided that the Company shall not be required to take any action to the extent doing so would reasonably be expected to threaten the loss of any attorney-client privilege.

Notification of Certain Matters; Transaction Litigation. Prior to the Effective Time, the Company (a) JR and Dakota shall give prompt notice to Parent promptly notify each other of (ia) to the extent permitted under applicable Law, of any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the Consent consent of such Person is or may be required in connection with the transactions contemplated hereby, if (b) any other notice or substantive communication from any Governmental Entity in connection with the subject matter transactions contemplated hereby, (c) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of such communication its Subsidiaries which relate to the transactions contemplated hereby or the failure of such Party to obtain Consent (d) any change, condition or event (i) that renders or would reasonably be expected to render any representation or warranty of such party set forth in this Agreement (disregarding any materiality qualification contained therein) to be material untrue or inaccurate such that the applicable closing conditions would not be satisfied if the Closing were to be held on the Company, the Surviving Corporation or, to the Knowledge of the Company, Parent and date such representation or warranty became untrue or inaccurate or (ii) if the Company becomes aware that results or would reasonably be expected to result in any failure of such party to comply with or satisfy in any material information technology system has suffered a material security breach that results respect any covenant, condition or agreement (including any condition set forth in unauthorized access Article VII) to be complied with or restriction imposed by a third party to customer or Company data or a material operational failuresatisfied hereunder; provided, however, with respect to the foregoing clauses (i) and (ii), that no such notification (or any good faith failure to provide such notification shall affect any of the representations, warranties, covenants covenants, rights or agreements of the Parties remedies, or the conditions to the obligations of of, the Parties under this Agreement and shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice). The Company shall promptly notify Parent of any shareholder litigation arising from this Agreement or the Merger that is brought or threatened in writing against the Company or members of the Company Board (“Transaction Litigation”) and shall keep Parent reasonably informed with respect to the status thereof and shall give consideration to Parent’s advice with respect to such Transaction Litigation. The Company shall reasonably consult with Parent with respect to the defense or settlement of any Transaction Litigation and shall not settle any Transaction Litigation without Parent’s consent (not to be unreasonably withheld, conditioned or delayed); provided that the Company shall not be required to take any action to the extent doing so would reasonably be expected to threaten the loss of any attorney-client privilegeparties hereunder.

Notification of Certain Matters; Transaction Litigation. Prior The Seller shall give prompt written notice to the Effective TimeBuyer, and the Buyer shall give prompt written notice to the Seller, of (a) upon becoming aware of the occurrence or failure to occur of any event that would reasonably be expected to cause any representation or warranty made by the Seller or the Buyer, as the case may be, to become untrue or incorrect and (b) any breach by the Seller or the Buyer, as the case may be, of any covenant or agreement to be complied with or satisfied by it under this Agreement, in each case to the extent that any such occurrence, failure to occur or breach has resulted in or would reasonably be expected to result in any of the conditions set forth in Article VIII to fail to be satisfied at Closing. Any notice provided, or disclosure made, by either the Seller or the Buyer pursuant to this Section 6.4 shall not be taken into account for purposes of determining whether the conditions set forth in Section 8.2(a) or Section 8.3(a), as the case may be, have been satisfied or affect a Party’s rights to indemnification under Article X. Furthermore, the Company Seller shall give prompt notice to Parent the Buyer of (ia) to the extent permitted under applicable Law, of any written notice or other written communication received by the Seller or any Transferred Subsidiary from any Person alleging that the Consent consent of such Person is or may be required in connection with the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of the Seller or such Party Transferred Subsidiary to obtain Consent such consent would reasonably be expected to be material to the CompanyBusiness, the Surviving Corporation taken as a whole, and (b) any Actions commenced or, to the Knowledge of the CompanySeller, Parent threatened against the Seller, the Transferred Subsidiaries and/or any of their respective directors or officers or other Representatives that relate to this Agreement, the other Transaction Documents or the Transactions and (ii) if the Company becomes aware that of any material information technology system has suffered a material security breach that results in unauthorized access or restriction imposed by a third party to customer or Company data or a material operational failure; provided, however, developments with respect to the foregoing clauses (i) and (ii), no such notification (or any good faith failure to provide 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 and shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice)thereto. The Company shall promptly notify Parent of any shareholder litigation arising from this Agreement or the Merger that is brought or threatened in writing against the Company or members of the Company Board (“Transaction Litigation”) and Seller shall keep Parent the Buyer informed on a reasonably informed current basis with respect to the status thereof and of any such Action. Without limiting the preceding sentence, the Seller shall give reasonable and good faith consideration to Parentthe Buyer’s advice with respect to such Transaction LitigationAction. The Company shall reasonably consult with Parent with respect to the defense or settlement of any Transaction Litigation and Seller shall not settle any Transaction Litigation such Action without Parent’s the prior written consent of the Buyer (not to be unreasonably withheld, conditioned or delayed); provided that the Company shall not be required to take any action to the extent doing so would reasonably be expected to threaten the loss of any attorney-client privilege.

Notification of Certain Matters; Transaction Litigation. Prior to From the date hereof until the earlier of the Effective TimeTime and the termination of this Agreement in accordance with the terms of Article X, each of the Company and Parent shall give prompt notice to Parent promptly notify the other Party of (ia) to the extent permitted under applicable Law, of any written notice or other communication written communication, or, to the knowledge of the Company, oral notice or other oral communication, received by the notifying Party or any of its Affiliates or Representatives from any Person alleging that the Consent of such Person is or may be required in connection with the transactions contemplated herebyTransactions and (b) any written notice or other written communication, if the subject matter of such communication or the failure of such Party to obtain Consent would reasonably be expected to be material to the Company, the Surviving Corporation or, to the Knowledge knowledge of the Company, Parent and (ii) if oral notice or other oral communication from any Governmental Entity in connection with the Company becomes aware that any material information technology system has suffered a material security breach that results in unauthorized access or restriction imposed by a third party Transactions. Subject to customer or Company data or a material operational failure; providedapplicable Law, however, with respect to the foregoing clauses (i) and (ii), no such notification (or any good faith failure to provide 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 and shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice). The Company shall promptly notify Parent of any shareholder litigation arising from this Agreement demands, litigations, arbitrations or the Merger that is brought other similar Proceedings (including derivative claims) commenced or threatened in writing writing, or, to the knowledge of the Company, orally against the Company or members any director, officer or Affiliate thereof relating to this Agreement or any of the Company Board Transactions or seeking damages or discovery in connection with such Transactions (collectively, the “Transaction Litigation”) and shall keep Parent promptly and reasonably informed with respect to the status thereof and shall give consideration to Parent’s advice with respect to such regarding any Transaction Litigation. The Subject to applicable Law, the Company and Parent shall reasonably consult cooperate with Parent with respect to the other in the defense or settlement of any Transaction Litigation, at each Party’s sole cost and expense, and shall in good faith consult with each other on a regular basis regarding the defense or settlement of such Transaction Litigation and shall reasonably consider each other’s advice and views with respect to such Transaction Litigation, but only if it is not reasonably determined by either of the Parties, upon the advice of counsel, that doing so could result in the loss of the ability to successfully assert any legal privilege or work product protection. Subject to applicable Law, none of the Company or any of its Subsidiaries shall settle or offer to settle any Transaction Litigation without Parent’s the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed); provided that the Company shall not be required to take any action , except to the extent doing so the settlement is fully covered by the Company’s insurance policies (other than any applicable deductible), but only if such settlement (v) only involves the payment of monetary damages; (w) would not result in the imposition of (1) any material obligation to be performed by, or (2) material restriction imposed against, the Company or any of its Subsidiaries following the Closing Date; (x) does not directly or indirectly attribute to the Company or any of its Subsidiaries any admission of liability or any admission of fact that would reasonably be expected to threaten lead to any liability; (y) does not impose on Parent or Merger Sub (or any Affiliate of Parent or Merger Sub) any judgment, contribution obligation, fine, penalty or any other liability; and (z) does not involve the loss admission of any attorney-client privilegewrongdoing.