Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Each party hereto shall refrain from taking any action which would render any representation or warranty contained in Article V or VI inaccurate as of the Closing Date. Each party shall promptly notify the other of any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement.
Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Other than as permitted under this Agreement, as disclosed in the IgDraSol Disclosure Schedules, or as otherwise consistent with the Development Plan, IgDraSol shall: (i) refrain from taking any action which would render (A) any representation or warranty made by it in Article III (other than any Updated Representations) inaccurate in any material respect as of the Option Exercise Date, or (B) any Updated Representations inaccurate in any material respect after giving effect to the Updated Schedules; and (ii) use commercially reasonable efforts to cause (A) each of the representations and warranties made by it in Article III (other than any Updated Representations) to be true and correct in any material respect as of the Option Exercise Date, and (B) each of the Updated Representations to be true and correct in all material respects after giving effect to the Updated Schedules. STI shall refrain from taking any action which would render any representation or warranty made by it in Article IV inaccurate in any material respect as of the Option Exercise Date and take any and all actions as are necessary to cause each of the representations and warranties made by it in Article IV to be true and correct in all material respects as of the Option Exercise Date. For purposes of this Section 5.2(a) only, the phrase “commercially reasonable efforts” means the exercise of such efforts and commitment of such resources by a company with substantially the same resources (without regard to the portion of the Option Consideration received by IgDraSol, or any interest thereon) and expertise as IgDraSol, with due regard to the nature of efforts and cost required for the undertaking at stake.
Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Welichem shall refrain and shall use best efforts to cause Celestial and BWTP to refrain from taking any action which would render any representation or warranty contained in this Agreement inaccurate as of the First Closing Date and the Second Closing Date. Welichem shall promptly notify GSK any action that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement.
Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) The Company, each of the Selling Parties and Buyer shall refrain from taking any action, or from not taking any action, which would render any of its representations or warranties contained in Articles III, IV or V, respectively, materially untrue or inaccurate. Each of the Selling Parties and Buyer shall promptly notify Buyer or the Selling Parties, respectively, of (i) any event or matter that would reasonably be expected to cause any of its representations or warranties contained in Articles III, IV or V, respectively, to be materially untrue or inaccurate or (ii) any Action that shall be instituted or threatened against it to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement.
Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Each party hereto shall refrain from taking any action which would render any representation or warranty contained in Article V or VI inaccurate as of the Closing Date. Each party shall promptly notify the other of (i) the occurrence, or the non-occurrence, of any event which is likely to cause any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied, and (ii) any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement.
Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Each of the parties hereto shall refrain from taking any action which would render any representation or warranty contained in Article III or IV of this Agreement inaccurate as of the Closing Date. Buyer and Parent shall promptly notify the other upon becoming aware of any breach of any representation or warranty contained in this Agreement including, in the case of Buyer, upon Buyer’s officers, employees or authorized representatives becoming aware of such a breach as a result of the investigation of the Business permitted by Section 5.1; provided, however, that a party’s receipt of information or notification shall not operate as a waiver or otherwise affect any representation, warranty, covenant or agreement given or made by the other parties in this Agreement.
Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) During the period prior to the Closing Date, each party hereto shall refrain from taking any action which would render any representation or warranty contained in Sections 2 or 3, as applicable, inaccurate as of the Closing Date. Each party shall promptly notify the
Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Each of Buyer and Seller hereto shall refrain from taking any action or omitting to take any action which would render any representation or warranty made by such party in Article V or VI inaccurate as of the Closing Date. Each of Buyer and Seller shall promptly notify the other of any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement.
Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Each party hereto shall refrain from taking any action which would render any representation or warranty contained in Article 5 or 6 inaccurate in any respect as of the Closing Date. Each party shall promptly notify the other of (i) any event or matter that could reasonably be expected to cause any of its representations or warranties to be untrue in any respect or (ii) any action, suit or Proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement.
