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) Seller will notify Buyer of (i) any material 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, (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 Assumed Contract or event which, with notice or lapse of time or both, would become such a default on or prior to the Closing Date and of which Seller has knowledge.

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Each party hereto shall refrain from taking or omitting to take 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) Seller will notify Buyer of (i) any material adverse change in the condition of the Purchased Assets Assets, the Advantage Reimbursement Performed Contracts or the Business, (ii) any lawsuit, claim, proceeding or investigation that is threatened, brought, asserted or commenced against Seller, (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 Assumed Contract or event which, with notice or lapse of time or both, would become such a default on or prior to the Closing Date 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 that would render any representation or warranty contained in Article IV or 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) Seller will notify Buyer of (i) any material adverse change in the condition of the Purchased Assets or the BusinessMaterial Adverse Change, (ii) any lawsuit, claim, proceeding or investigation that is threatened, brought, asserted or commenced against SellerParent or the Company that would have been listed in Schedule 4.19 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, Agreement and (iv) any material default under any Assumed Contract Seller Agreement or event whichthat, with notice or lapse of time or both, would become such a default on or prior to the Closing Date and and, in either case, of which Seller Parent or the Company has knowledgeKnowledge.

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Each party hereto shall refrain from taking or omitting to take 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) Seller will notify Buyer of (i) any material 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, (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 Assumed Contract or event which, with notice or lapse of time or both, would become such a default on or prior to the Closing Date and of which Seller has knowledge.