Common use of Preserve Accuracy of Representations and Warranties; Notification of Certain Matters Clause in Contracts

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. (b) During the period prior to the Closing Date, Seller will notify Buyer promptly upon the occurrence, to the Knowledge of Seller, of (i) any Material Adverse Effect, (ii) any lawsuit, claim, proceeding or investigation that is threatened, brought, asserted or commenced against Seller which would have been disclosed under Section 5.18 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof, (iii) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement, and (iv) any material default under any Seller Agreement or event which, with notice or lapse of time or both, would become such a default on or prior to the Closing Date.

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Each party hereto shall refrain from taking any action which would knowingly render any of its representation or warranty contained in Article V II or VI III 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. (b) During the period prior to the Closing Date, Seller will notify Buyer promptly upon the occurrence, to the Knowledge of Seller, Purchaser of (i) any Material Adverse Effectmaterial adverse change in the condition of the Assets, the Assumed Liabilities or the Branch Business, (ii) any lawsuit, claim, proceeding or investigation that is threatened, brought, asserted or commenced against Seller which would have been disclosed under listed in Section 5.18 2.7 of the Seller Disclosure Letter if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof, (iii) any notice or other communication from any third Person person alleging that the consent of such third Person person is or may be required in connection with the transactions contemplated by this Agreement, and (iv) any material default under any Seller Agreement Contract, Lease or event which, with notice or lapse of time or both, would become such a default on or prior to the Closing DateDate and of which Seller has knowledge.

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. (b) During the period prior to the Closing Date, Seller will notify Buyer promptly upon the occurrence, to the Knowledge of Seller, of (i) the occurrence of any Material Adverse Effect, (ii) any lawsuit, claim, proceeding or investigation that is threatened, brought, asserted or commenced against Seller which would have been disclosed under Section 5.18 listed in Disclosure Letter Schedule 5.16 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof, (iii) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement, and (iv) to the Knowledge of Seller, any material default under any Seller Agreement Assumed Contract or event which, with notice or lapse of time or both, would become such a material default on or prior to the Closing Date.

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Each party hereto shall cause the members of its board of managers or directors and its executive officers to refrain from intentionally taking any action the intent and purpose of which would is to render any representation of its representations or warranty warranties contained in Article IV or V or VI to be inaccurate as of the Closing DateDate (unless such representations or warranties were expressly made as of an earlier 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. (b) During the period prior to the Closing Date, Seller will notify Buyer promptly upon the occurrence, to the Knowledge of Seller, of (i) any Company Material Adverse Effect, (ii) any lawsuit, claim, proceeding or investigation that is threatened, brought, asserted or commenced against Seller the Company which would have been disclosed under listed in Section 5.18 4.11 of the Seller Disclosure Letter if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof, (iii) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement, and (iv) any material default under any Seller Agreement Material Contract or event which, with notice or lapse of time or both, would become such a default on or prior to the Closing DateDate and of which Seller has knowledge.

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Each party hereto shall refrain from taking any action which would knowingly 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 or the Merger Agreement. (b) During the period prior to the Closing Date, Seller will notify Buyer promptly upon the occurrence, to the Knowledge of Seller, of (i) any Material Adverse EffectChange, (ii) any lawsuit, claim, proceeding or investigation or other matter that is threatened, brought, asserted or commenced against Seller which would have been disclosed under Section listed in Schedule 5.18 or 5.19 if such lawsuit, claim, proceeding or investigation or other matter had arisen prior to the date hereof, (iii) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement or the Merger Agreement, and (iv) any material default under any Seller Company Agreement or event which, with notice or lapse of time or both, would become such a default on or prior to the Closing DateDate and of which Seller has Knowledge.

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Each party hereto shall use commercially reasonable efforts to 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. (b) During the period prior to the Closing Date, Seller will notify Buyer promptly upon the occurrence, to the Knowledge of Seller, of (i) any Material Adverse Effectmaterial adverse change in the condition of the Purchased Assets or the Business, (ii) any lawsuit, claim, proceeding or investigation that is threatened, brought, asserted or commenced against Seller which would have been disclosed under require disclosure as an exception to Section 5.18 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof, (iii) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement, and (iv) any material default under any Seller Agreement or Included Customer Contract or event which, with notice or lapse of time or both, would become such a default on or prior to the Closing DateDate and of which Seller has Knowledge.

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (aa.) Each 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 Article V Section 3 or VI 4 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. (bb.) During the period prior to the Closing Date, Seller the Corporation will notify Buyer promptly upon the occurrence, to the Knowledge of Seller, Purchaser of (i) any Material Adverse Effect, (ii) any lawsuit, claim, proceeding or investigation that is threatened, brought, asserted or commenced against Seller the Corporation which would have been disclosed under Section 5.18 listed in Schedule 2.8 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof, (iii) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement, and (iv) any material default under any Seller Agreement agreement of the Corporation or any Corporation Subsidiary or event which, with notice or lapse of time or both, would become such a default on or prior to the Closing DateDate and of which the Corporation has Knowledge.

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Each party hereto shall refrain from taking any action which knowingly and intentionally 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. (b) During the period prior to the Closing Date, Seller Sellers will notify Buyer promptly upon the occurrence, to the Knowledge of Seller, of (i) any Material Adverse Effectmaterial adverse change in the condition of the Purchased Assets or the Business, (ii) any material breach of any representation, warranty, covenant or other agreement of a Seller or Equityholder under this Agreement or any Seller Ancillary Agreement, (iii) any lawsuit, claim, proceeding or investigation that is threatened, brought, asserted or commenced against Seller Sellers which would have been disclosed under Section 5.18 listed in Schedule 5.19 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof, (iiiiv) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement, and (ivv) any material default under any Seller Agreement or event which, with notice or lapse of time or both, would become such a default on or prior to the Closing DateDate and of which Sellers have knowledge.