Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedings.

Notification of Certain Matters. Prior (a) The Company shall give prompt notice to the Acceptance TimeParent, the and Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (ai) the occurrence, or failure to occurnon-occurrence, of any eventevent the occurrence, or non-occurrence, of which such party has Knowledge that is reasonably could be expected to cause any representation or warranty contained in this Agreement to become be untrue or inaccurate inaccurate, provided that, solely in the case of the Company, such notice shall be required to be given only if as a result of the matters to be described in such notice the condition set forth in clause (e) of Annex A would not be satisfied and, solely in the case of Purchaser and Parent, such notice shall be required to be given only if the matters to be described in such notice would prevent or materially delay Purchaser or Parent from consummating any of the Transactions; provided further that it is reasonably expected any such notice by the Company shall not be deemed to have a qualified or modified the representations and warranties of the Company Material Adverse Effect contained in this Agreement for the purposes of determining whether the conditions specified in Annex A have been satisfied and (ii) any failure of the Company, Parent or Parent Material Adverse EffectPurchaser, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreementhereunder, provided that, solely in the case of the Company, such notice shall be required to be given only if as a result of the matters to be described in such notice the condition set forth in clause (f) of Annex A would not be satisfied and, solely in the case of Purchaser and Parent, such notice shall be required to be given only if the matters to be described in such notice would prevent or materially delay Purchaser or Parent from consummating any of the Transactions, and (iii) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, which would cause the condition set forth in clause (d) of Annex A to not be satisfied; provided, however, that no such notification the delivery of any notice pursuant to this Section 7.08 shall not limit or otherwise affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available hereunder to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsnotice.

Notification of Certain Matters. Prior During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to the Acceptance Timeits terms, the Parent each of Seller and Purchaser shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, other party upon receiving Knowledge of (a) any notices, complaints, investigations or hearings (or communications indicating that the occurrence, or failure to occur, same may be contemplated) of any eventGovernmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the Parent and consummation of the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied transactions contemplated by it under this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties, parties herein or the conditions to the obligations of the parties under this Agreement hereunder or the remedies available constitute, in and of itself, a breach giving rise to the party receiving such notificationfailure of a condition to the Closing set forth in Article IX. Without limiting For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant Seller Disclosure Letter with respect to any contract matter, event, circumstance or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise condition which was required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries whichor, if pending on occurring before, or existing and known at, the date of this Agreement, would have been required required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingssatisfied.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent Each party shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, other parties of (ai) the occurrence, occurrence or failure to occur, non-occurrence of any event, event of which such party has Knowledge that is reasonably expected to knowledge the occurrence or non-occurrence of which would cause any representation or warranty contained made by such party in this Agreement to become be untrue or inaccurate such that it is reasonably expected in any material respect at any time from the date hereof to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or Time, (bii) any Offer Condition of which such party has knowledge is unsatisfied in any material respect as of any scheduled Expiration Date, and (iii) any material failure of the Parent and the Purchaser such party or the Company, as the case may be, or any of any officer, director, employee or agent thereof, its Representatives of which such party has Knowledge knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge notice of any of the following, following notify the Parent of (i1) any notice or other communication from any Person person alleging that the consent of such Person person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the MergerAgreement, (ii2) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii3) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder shareholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Company Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedings.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the The Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of if any of the following, notify following occur after the Parent date of this Agreement: (i) receipt by the Company of any written notice or other communication in writing from any Person third party alleging that the consent Consent of such Person third party is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, provided that such Consent would have been required to have been disclosed pursuant to in this Agreement Agreement; (ii) receipt by the Company of any material written notice or relating to this Agreement other material communication in writing from any Governmental Authority (including, but not limited to, the NASD or any securities exchange) in connection with the transactions contemplated herebyby this Agreement; (iii) the Company becomes aware of an occurrence or nonoccurrence of an event which would be reasonably likely to (A) have a Company Material Adverse Effect, (B) result in a breach of a representation, warranty, covenant or other agreement hereunder or (C) cause any condition set forth in Annex I hereto to be unsatisfied at any time prior to the Closing or (iv) receipt by the Company or any of its subsidiaries of any notice in writing as to (A) the commencement or threat of any Litigation relating to or affecting the consummation of the transactions contemplated by this Agreement, (B) alleged noncompliance with or liability under any Environmental Law, in each case, which is material to the Company and its subsidiaries taken as a whole or (C) Environmental Contamination, involving or affecting the Company or any of its subsidiaries, or seeking damages any of their respective properties or discovery assets, which is material to the Company and its subsidiaries taken as a whole. Notwithstanding the foregoing, the breach or failure by the Company to comply with any of the terms set forth in connection with Section 4.2(i), Section 4.2(iii)(A), Section 4.2(iii)(B) (only to the extent such transactions. The Company Section 4.2 (iii)(B) relates to the breach of representations or warranties) or Section 4.2(iv) shall consult with not entitle Purchaser to any remedy other than the Parent regarding remedies, if any, that would be available to Purchaser under the defense terms of this Agreement (other than this Section 4.2) upon the occurrence or settlement non-occurrence of any of the events described in Section 4.2(i), Section 4.2(iii)(A), Section 4.2(iii)(B) (only to the extent such actions, suits, claims, investigations Section 4.2 (iii)(B) relates to the breach of representations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations warranties) or proceedingsSection 4.2(iv).

Notification of Certain Matters. Prior to Parent and the Acceptance Time, the Parent Company shall each give prompt notice to the Companyother party if any of the following occur after the date of this Agreement: (a) receipt of any written notice to the receiving party from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall give prompt notice notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the ParentCompany Group, of taken as a whole, or (aii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the occurrencenature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or failure anticipated to occurbe taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any event, of which such notice by a party has Knowledge that is reasonably expected pursuant to cause any representation this Section 6.12 limit or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties, parties or the conditions to the obligations of the parties under this Agreement Agreement, or the remedies available to the party receiving such notification. Without limiting the foregoing, (B) disclosure by the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the or Parent of (i) any notice be deemed to amend or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating failure to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of deliver any such actionsnotice, suitsin and of itself, claims, investigations or proceedings and shall consider the Parent’s views with respect not give rise to such actions, suits, claims, investigations or proceedingsany right to terminate under Article VIII.

Notification of Certain Matters. Prior to From the Acceptance Agreement Date until the earlier termination of this Agreement in accordance with its terms and the First Effective Time, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any written notice or other communication received by such party from any Governmental Authority in connection with the Mergers or other transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer Mergers or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iiib) any actions, suits, claims, known investigations or proceedings instituted or other Legal Proceedings commenced or, to such party’s Knowledge, threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entityagainst, relating to or involving or otherwise affecting such party or its subsidiaries which relate to the Company Mergers or the other transactions contemplated by this Agreement, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of its Subsidiaries any event the occurrence or non-occurrence of which, if pending on has caused any representation or warranty made by such party contained in this Agreement to be untrue or inaccurate such that the date condition set forth in Section 8.2(a) or Section 8.3(a) would not be satisfied at Closing, and (d) any failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder such that the condition set forth in Section 8.2(b) or Section 8.3(b) would not be satisfied in all material respects at Closing. For the avoidance of doubt, the delivery of any notice pursuant to this Section 7.3 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement, would have been required (ii) limit the remedies available to have been disclosed pursuant the party receiving such notice (except that notice of any new event, condition, fact or circumstance that occurs after the Agreement Date shall exempt the Escrowed Holders from claims based on fraud or intentional misrepresentation related to such new events, conditions, facts or circumstances), (iii) constitute an acknowledgment or admission of breach of this Agreement or relating to this Agreement or the transactions contemplated herebyAgreement, or seeking damages (iv) will be deemed to amend or discovery in connection with such transactionssupplement the Company Disclosure Schedule. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedings.7.4

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the The Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of if any of the following, notify following occurs after the Parent date of this Agreement: (i) any notice of, or other communication relating to, a material default or Event which, with notice or lapse of time or both, would become a material default under any Material Contract; (ii) receipt of any notice or other communication in writing from any Person person alleging that the consent Consent of such Person person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and other than a Consent disclosed pursuant to Section 3.5, 3.6 or 3.14(d)(ii) above or not required to be disclosed pursuant to the terms thereof; (iii) receipt of any actionsmaterial notice or other communication from any Governmental Authority (including, suitsbut not limited to, claimsthe NASD, investigations any securities exchange or proceedings instituted the FCC) in connection with the transactions contemplated by this Agreement; (iv) the occurrence of any Event or threatened against Events which individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect; (v) the commencement or threat of any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or Litigation involving or otherwise affecting the Company or any Company Subsidiary, or any of their respective properties or assets, or, to its Subsidiaries knowledge, any employee, agent, director or officer of the Company or any Company Subsidiary, in his or her capacity as such or as a fiduciary under a Benefit Plan of the Company, which, if pending on the date of this Agreementhereof, would have been required to have been disclosed in or pursuant to this Agreement or relating which relates to the consummation of the Merger, or any material development in connection with any Litigation disclosed by the Company in or pursuant to this Agreement or the Securities Filings; (vi) the occurrence of any Event that causes or is reasonably likely to cause a breach by the Company of any provision of this Agreement, and (vii) the occurrence of any Event that, had it occurred prior to the date of this Agreement without any additional disclosure hereunder, would have constituted a Company Material Adverse Effect. If the Company receives an administrative or other order or notification relating to any violation or claimed violation of the rules and regulations of the FCC, or of any other Governmental Entity, that could affect Parent's, Merger Sub's or the Company's ability to consummate the transactions contemplated hereby, or seeking damages should the Company become aware of any fact (including any change in law or discovery in connection with such transactions. The regulations (or any interpretation thereof) by the FCC) that is reasonably likely to cause the FCC to withhold its consent to the transfer of control of the Company FCC Licenses contemplated hereunder, the Company shall consult with promptly notify the Parent regarding and the defense or settlement of Company shall use reasonable best efforts to take such steps as may be necessary, to remove any such actions, suits, claims, investigations or proceedings and shall consider impediment of the Parent’s views with respect Company to such actions, suits, claims, investigations or proceedingsconsummate the transactions contemplated by this Agreement.

Notification of Certain Matters. Prior From after the date hereof and until the earlier to occur of the Acceptance TimeClosing Date or the termination of this Agreement, the Parent shall give prompt notice to the Company, Company and the Company shall give prompt notice to the Parent, as the case may be, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that occurrence or failure to occur is reasonably expected likely to cause (a)(i) any representation or warranty of such party contained in this Agreement that is qualified as to “materiality”, “Company Material Adverse Effect” or “Parent Material Adverse Effect” to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained in this Agreement to become be untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effectin any material respect, as in each case at any time from and after the case may be, date of this Agreement until the Acceptance Time Offer Closing or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided. In addition, howeverfrom after the date hereof and until the earlier to occur of the Closing Date or the termination of this Agreement, that no such notification Parent shall give prompt notice to the Company and the Company shall give prompt notice to Parent, as the case may be, of any change or event having, or which is reasonably likely to have, a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, or which would be reasonably likely to result in the failure of the Offer Conditions or any of the conditions set forth in Section 7.1 to be satisfied. Notwithstanding the above, the delivery of any notice pursuant to this Section 6.3 will not limit or otherwise affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available hereunder to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of conditions to such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required party’s obligation to consummate the Offer or the Merger. This Section 6.3 shall not constitute a covenant, (ii) any notice agreement or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against obligation of the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement Parent or the transactions contemplated herebyPurchaser, as the case may be, for purposes of Section 8.1(c)(i), Section 8.1(d)(i) or seeking damages or discovery in connection with such transactions. The Company shall consult with clause (v) of Exhibit A, as the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingscase may be.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) the occurrence, or failure Stream and Stream shall give prompt notice to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Exchange or from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate Exchange, if the Offer subject matter of such communication or the Mergerfailure of such party to obtain such consent could be material to Company or Stream, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or commenced or, to such party’s Knowledge, threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entityagainst, relating to or involving or otherwise affecting the Company such party or any of its Subsidiaries which relate to the Exchange, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, if pending on would cause any representation or warranty made by such party contained in this Agreement to be breached such that the date breach, together with all other breaches of this Agreement, would have been required provides a right of termination under Article VII; and (iv) any material failure of such party to have been disclosed comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Agreement Section 5.10 shall not (x) cure any breach of, or relating to non-compliance with, any other provision of this Agreement or (y) limit the transactions contemplated hereby, or seeking damages or discovery in connection with remedies available to the party receiving such transactionsnotice. The Company shall consult with give Stream the Parent regarding opportunity to participate in the defense or settlement of any securityholder litigation against Company and/or its directors relating to the Exchange, and no such actionssettlement shall be agreed to without Stream’s prior written consent, suitswhich shall not be unreasonably withheld, claimsdelayed or conditioned. Stream shall give the Company the opportunity to participate in the defense or settlement of any securityholder litigation against Stream and/or its directors relating to the Exchange, investigations and no such settlement shall be agreed to without the Company’s prior written consent, which shall not be unreasonably withheld, delayed or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsconditioned.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the The Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, Parent of any event, of which such party change or event (i) that has Knowledge that is or would reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as ; (ii) that would reasonably be expected to give rise to the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or right of any officerthird party to terminate, director, employee materially modify or agent thereof, of which such party has Knowledge assert a right to comply with a material contractual or satisfy legal remedy under any covenant, condition Material Contract; (iii) that it believes results or agreement would reasonably be expected to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge result in a failure of any of the following, notify the Parent of conditions set forth in Section 6.2; (iiv) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement and any response thereto, 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, and (iii) any actions, suits, claims, investigations if the subject matter of such communication or proceedings instituted or threatened against the Company or any failure of its directors, officers or Affiliates, including by any stockholder of such party to obtain such consent would reasonably be expected to be material to the Company, before the Surviving Corporation or Parent; (v) any court legal action threatened or Governmental Entity, relating to or involving commenced against or otherwise affecting the Company or any of its the Subsidiaries which, if pending in connection with the transactions contemplated by this Agreement; or (vi) any correspondence from the SEC staff to the Company or responses of the Company thereto. Parent shall give prompt notice to the Company of any change or event (i) that has or would reasonably be expected to have a material adverse effect on the date ability of Parent or Buyer to perform its respective obligations under this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement; (ii) that it believes results or would reasonably be expected to result in a failure of the conditions set forth in Section 6.3; (iii) any communication from any Government Entity in connection with the transactions contemplated by this Agreement and any response thereto, 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, would have been required if the subject matter of such communication or the failure of such party to have been disclosed obtain such consent could be material to the Company, the Surviving Corporation or Parent; or (iv) any legal action threatened or commenced against or otherwise affecting Parent or Buyer in connection with the transactions contemplated by this Agreement and any response thereto. The delivery of any notice pursuant to this Agreement Section 5.3, however, shall not limit or relating otherwise affect the remedies available hereunder to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with party receiving such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsnotice.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the The Company shall give prompt notice to the Parent, Newco of (a) the occurrenceany notice of, or failure other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by it or any of its Subsidiaries subsequent to occur, the date of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement and prior to become untrue the Effective Time, under any Contract material to the business, properties, assets, results of operations or inaccurate such that financial condition of the Company and its Subsidiaries taken as a whole to which it or any of its Subsidiaries is reasonably expected to have a Company Material Adverse Effect party or Parent Material Adverse Effectis subject, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person third party alleging that the consent of such Person third party is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iiic) any actionsevents which have had or would be reasonably expected to have, suitsindividually or in the aggregate, claimsa Company Material Adverse Effect or (d) the occurrence or existence of any event which would make, investigations or proceedings instituted would be reasonably expected to make, with the passage of time or threatened against otherwise, any representation or warranty of the Company or any contained herein untrue such that the closing condition set forth in Section 7.2(a) would not be satisfied; provided, however, that the delivery of its directors, officers or Affiliates, including by any stockholder notice pursuant to this Section 6.10 shall not be deemed to modify the representations and warranties of the Company, before any court or Governmental Entity, relating Company hereunder. Newco shall give prompt notice to or involving or otherwise affecting the Company of (a) any notice or other communication from any third party alleging that the consent of its Subsidiaries which, if pending on such third party is or may be required in connection with the date of transactions contemplated by this Agreement, (b) the occurrence of any event or events which have had or would have been required be reasonably expected to have been disclosed have, individually or in the aggregate, a Newco Material Adverse Effect or (c) the occurrence or existence of any event which would make, or would be reasonably expected to make, with the passage of time or otherwise, any representation or warranty contained herein untrue such that the closing condition set forth in Section 7.3(a) would not be satisfied; provided, however, that the delivery of notice pursuant to this Agreement or relating Section 6.10 shall not be deemed to this Agreement or modify the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with representations and warranties of the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsNewco hereunder.

Notification of Certain Matters. Prior Between the date hereof and the Closing, each party to the Acceptance Time, the Parent shall this Agreement will give prompt notice in writing to the Companyother party hereto of: (i) any information that indicates that any representation and warranty of such party contained herein was not true and correct as of the date made or will not be true and correct as of the Closing, and the Company shall give prompt notice to the Parent, of (aii) the occurrence, or occurrence of any event which could result in the failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation satisfy a condition specified in ARTICLE 6 or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse EffectARTICLE 7 hereof, as the case may beapplicable, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (iiii) any notice or other communication from any Person third person alleging that the consent of such Person third person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iiiiv) in the case of the Stockholder and the Company, any actionsnotice of, suitsor other communication relating to, claimsany default or event which, with notice or lapse of time or both, would become a default under any Company Agreement set forth on SCHEDULE 2.15. The Company and the Stockholder will (x) promptly advise UAG of any event that has, or could reasonably be expected in the future to have, a Material Adverse Effect on the Company, (y) confer on a regular and frequent basis with one or more designated representatives of UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or relating to the Real Property or Improvements of the Company and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of involving the Company, before the Real Property or the Improvements and will keep UAG fully informed of such events and permit UAG's representatives access to all materials prepared in connection therewith. The Stockholder shall give prompt notice to UAG of any court notice or Governmental Entityother communication from any third person asserting any right, relating to title or involving or otherwise affecting the Company or interest in any of its Subsidiaries whichthe Shares held by the Stockholder (including, if pending on the date of this Agreementwithout limitation, would have been required any threat to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated herebycommence, or seeking damages or discovery in connection with such transactions. The Company shall consult with notice of the Parent regarding the defense or settlement commencement of any such actions, suits, claims, investigations action or proceedings and shall consider the Parent’s views other proceeding with respect to the Shares) or the occurrence of any other event of which such actions, suits, claims, investigations or proceedingsStockholder has knowledge which could result in any failure to consummate the sale of the Shares as contemplated hereby.

Notification of Certain Matters. Prior The Company shall give prompt notice to the Acceptance TimeParent, the and Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, after it becomes aware of (a) the occurrence, or failure to occur, non-occurrence of any eventevent whose occurrence, of which such party has Knowledge that is reasonably expected or non-occurrence would be likely to cause (i) any representation or warranty contained in this Agreement to become be untrue or inaccurate such that it is reasonably expected in any material respect at any time from the date hereof to have a Company Material Adverse Effect the Effective Time, (ii) any condition set forth in Annex I or Parent Material Adverse EffectII to be unsatisfied at any time from the date hereof to the Purchase Date, as the case may be, until the Acceptance Time or (biii) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied satisfied; and (b) any failure by it under this Agreementthe Company to comply in all material respects with any of its covenants or agreements hereunder; provided, however, that no such notification the delivery of any notice pursuant to this Section 6.05 shall not limit or otherwise affect (1) the representations, warranties, covenants or agreements right of the parties, the conditions Parent to the obligations of the parties under terminate this Agreement pursuant to Section 8.01, or the (2) any other remedies available to Parent under Article VIII of this Agreement. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the party receiving such notification. Without limiting the foregoingCompany, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication received by such party from any Governmental Authority in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate hereunder, if the Offer subject matter of such communication or the Mergerfailure of such party to obtain such consent could reasonably be expected to be material to the Company, the Surviving Corporation or Parent and (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or commenced or, to such party’s knowledge, threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entityagainst, relating to or involving or otherwise affecting the Company such party or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required which relate to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsby this Agreement.

Notification of Certain Matters. Prior Target shall give prompt notice to the Acceptance TimeParent, the and Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the ParentTarget, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication received by such party from any Governmental Authority in connection with the Merger and the other Transactions or from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate Merger and the Offer other Transactions, if the subject matter of such communication or the Mergerfailure of such party to obtain such consent could be material to Target, the Surviving Company or Parent, (iib) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any material actions, suits, claims, investigations or proceedings instituted or commenced or, to such party’s Knowledge, threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entityagainst, relating to or involving or otherwise affecting the Company such party or any of its Subsidiaries whichwhich relate to the Merger and the other Transactions, if pending on (c) the date occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be reasonably likely to cause (i) any representation or warranty of such party contained in this AgreementAgreement to be untrue or inaccurate in any material respect, would have been required (ii) any covenant or agreement of such party contained in this Agreement not to have been disclosed be complied with or satisfied in any material respect, or (iii) any condition (to the extent set forth in Article VI) to the obligation of another party to effect the Merger and the satisfaction of which requires performance or nonperformance by such notifying party not to be satisfied, and (d) any failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Agreement Section 5.9 shall not have any effect for the purpose of determining the satisfaction of conditions set forth in Article VI or relating otherwise limit or affect the remedies available hereunder to this Agreement or any party. Subject to applicable Law regarding the transactions contemplated herebysharing of information, Target shall give prompt notice of and disclose to Parent any material actions taken by its Board of Directors, or seeking damages or discovery in connection with such transactions. The Company any committees thereof, provided that Target shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings not be required to provide notice and shall consider the Parent’s views disclosure (i) with respect to such actionsany action that is related to the matters described in the first sentence of Section 5.4(c) (except to the extent otherwise required by Section 5.4) or (ii) prior to the execution of any joint defense agreement that is reasonably required by Target, suitsmaterial information subject to the attorney-client privilege, claims, investigations or proceedingsprovided that Target shall provide Parent with a log of any information withheld pursuant to this clause (ii).

Notification of Certain Matters. Prior to the Acceptance Time, the Parent Each party shall give prompt written notice to the Company, and the Company shall give prompt notice to the Parent, each other party of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Mergerhereby, (iib) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by hereby, (c) the occurrence, or failure to occur, of any event of which it becomes aware that has caused or would reasonably be expected to cause any representation or warranty of such party contained in this AgreementAgreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date, and (iiid) the commencement or threat of any actions, suits, claims, investigations or proceedings instituted or threatened against the Company Litigation or any of its directorsother action, officers suit, investigation or Affiliates, including by any stockholder proceeding which relates to the consummation of the Company, before transactions contemplated hereby or the issuance of any court or Governmental Entity, relating to or involving or otherwise Order affecting the Company or and/or any of its Subsidiaries or any of their respective properties or assets, in either case which, if pending or issued, as the case may be, on or prior to the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement Section 3.1 the failure of such party to comply with or relating satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Agreement Section 5.9 is for informational purposes and shall not limit or otherwise affect the transactions contemplated herebyremedies available hereunder to any party or parties receiving such notice. Except as otherwise provided in any such notice, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement delivery of any such actionsnotice shall not be deemed an admission or an acknowledgment that (a) the subject matter of such notice is material or would result in a Company Material Adverse Effect or Parent Material Adverse Effect, suitsor is outside of the ordinary course of business or inconsistent with past practices or (b) there has occurred an actual or an anticipatory breach of, claimsor failure to comply with or satisfy, investigations any representation, warranty, covenant, condition or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsagreement.

Notification of Certain Matters. Prior The Company shall give prompt notice to the Acceptance TimeBuyer, the Parent and Buyer shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, event or matter that has caused any of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the its representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under in this Agreement or in any Ancillary Agreement to be inaccurate in any material respect (provided, that the remedies available failure to provide such notice shall not in and of itself result in the failure of a closing condition, it being understood and agreed that the underlying inaccuracy may result in the failure of a closing condition), (b) of receipt of any notice or other communication received by such party receiving (or, in the case of the Company, by the Depositor, any Securitization Trust or any Other Securitization Trust) from any Governmental Authority, any party to a Securitization Basic Document or an Other Securitization Basic Document, any holder of, or holder of a beneficial interest in, any note issued under a Securitization Indenture or an Other Securitization Indenture, any issuer of a Student Loan Insurance Policy or any Rating Agency in connection with this Agreement, the Related Transaction Agreements or the Transactions, or from any person alleging that the consent of such notificationperson is or may be required in connection herewith or therewith, and (c) upon becoming aware of any Proceedings commenced or, to such party’s knowledge, threatened against or involving such party or any of its Subsidiaries which relate thereto. Without limiting the foregoing, the Company shallshall give prompt notice to Buyer, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent upon becoming aware of (i) any default or breach or failure to perform any obligation by any party to a Securitization Basic Document or Other Securitization Basic Document or (ii) receipt by it or by the Depositor, any Securitization Trust or any Other Securitization Trust of any written notice or other communication from any Person alleging that person asserting the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingssame.

Notification of Certain Matters. Prior to the Acceptance Time, the The Company and Parent (on behalf of itself and Merger Sub) shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, promptly notify each other of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication received by such party or its Representatives from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the Merger or the other transactions contemplated by this Agreement or is otherwise required hereby, if the subject matter of such communication could be material to consummate the Offer Company, the Surviving Corporation, Parent, Merger Sub or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with prompt consummation of the transactions contemplated by this Agreementhereby, and (iiib) any actionsAction commenced or, suitsto such party’s knowledge, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entityagainst, relating to or involving or otherwise affecting the Company such party or any of its Subsidiaries which, if pending on which relates to or is reasonably expected to affect the date prompt consummation of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement the Merger or the other transactions contemplated hereby, or seeking damages or (c) the discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, has caused or would cause or result in any of the conditions to the Merger set forth in Article VII not being satisfied or satisfaction of those conditions being materially delayed, (d) the occurrence or non-occurrence of any event, change, circumstance, effect or state of facts, individually or in the aggregate, that has caused or is reasonably likely to cause any representation or warranty contained in this Agreement of such actionsparty to be untrue or inaccurate in any material respect, suitsor (e) any material failure of the Company, claimsMerger Sub or Parent, investigations as the case may be, or proceedings and any officer, director, employee, agent or Representative of the Company, Merger Sub or Parent, as applicable, to comply with any covenant, or agreement to be complied with under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.10 shall consider not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the Parent’s views with respect remedies available to the party receiving such actionsnotice; provided further, suitsthat failure to give prompt notice pursuant to this Section 6.10 shall not constitute a failure of a condition to the Merger set forth in Article VII except to the extent that the underlying fact or circumstance not so notified would, claimsstanding alone, investigations or proceedingsconstitute such a failure.

Notification of Certain Matters. Prior The Company shall give prompt notice to the Acceptance TimeParent and Purchaser, the and Parent and Purchaser shall give prompt notice to the Company, and of the Company shall give prompt notice to the Parent, occurrence or non-occurrence of (a) the any event whose occurrence or non-occurrence, or failure to occuras the case may be, of any event, of which such party has Knowledge that is reasonably expected would be likely to cause any representation or warranty contained in this Agreement to become be untrue or inaccurate as if made as of any time prior to the Effective Time, such that it is reasonably expected to have a Company Material Adverse Effect the conditions set forth in Annex I or Parent Material Adverse Effect, as the case Article VII may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to not be complied with or satisfied by it under this Agreementsatisfied; provided, however, that no such notification the delivery of any notice pursuant to this Section 6.1 shall not (a) limit or otherwise affect the representations, warranties, covenants remedies available hereunder to the party receiving such notice or agreements the representations or warranties of the parties, or the conditions to the obligations of the parties under hereto or (b) cure any breach of, or noncompliance with, any other provision of this Agreement or the remedies available to the party receiving such notificationAgreement. Without limiting the foregoingFurthermore, the Company shallshall give prompt notice to Parent and Purchaser, within twenty-four (24) hours after it has actual Knowledge of any of and Parent and Purchaser shall give prompt notice to the followingCompany, notify the Parent of (i) any notice or other communication received by such party from any Governmental Entity in connection with this Agreement, the Merger or the Transactions, or from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer Merger or the MergerTransactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent or the consummation of the Transactions and (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or commenced or, to such party’s knowledge, threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entityagainst, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of such party which relate to this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement the Merger or the transactions contemplated herebyTransactions. Without limiting the foregoing, the Company shall keep Parent apprised of all developments (whether beneficial or seeking damages adverse) with respect to regulatory matters, including on-going remediation and other efforts concerning the FDA or discovery any other Governmental Entity, and any other inquiries, investigations or litigation set forth in connection with such transactionsthe Company Disclosure Letter, including the status thereof and any changes thereto. The Company shall consult also provide Parent with copies of internal reports, financial data and interim results as prepared in the Parent regarding the defense or settlement ordinary course by Company personnel for review by senior management contemporaneously with circulation of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect materials to such actions, suits, claims, investigations or proceedingssenior management.

Notification of Certain Matters. Prior to Radiancy, on one hand, and each of PhotoMedex and Merger Sub, on the Acceptance Timeother hand, the Parent shall give prompt notice to the Companyother (and, and if in writing, furnish copies of) if any of the Company shall give prompt notice to following occurs during the Parent, of Executory Period: (ai) the occurrence, or failure to occur, of any event, of which such party there has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have been a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure on the part of the Parent and Party providing the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements (ii) receipt of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication in writing from any third Person alleging that the consent Consent of such third Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and ; (iii) receipt of any actionsnotice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iv) the discovery of any fact or circumstance that, suitsor the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, claimswould reasonably be expected to cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or the satisfaction of any of those conditions being materially delayed; or (v) the commencement or threat, investigations or proceedings instituted or threatened in writing, of any Action against the Company any Party or any of its directorsaffiliates, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries whichtheir respective properties or assets, if pending on or, to the date knowledge of this AgreementPhotoMedex or Radiancy, would as applicable, any officer, director or partner, in his or her capacity as such, of PhotoMedex or Radiancy, as applicable, or any of their affiliates with respect to the consummation of the Merger. No such notice to any Party shall constitute an acknowledgement or admission by the Party providing notice regarding whether or not any of the conditions to Closing or to the consummation of the Merger have been required to satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been disclosed breached. Moreover, no information or knowledge obtained by any Party hereto pursuant to this Agreement Section 5.1 will affect or relating be deemed to this Agreement modify any representation or warranty contained herein or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with conditions to the Parent regarding obligations of the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider Parties to consummate the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsMerger.

Notification of Certain Matters. Prior to Seller shall, upon obtaining knowledge of any of the Acceptance Timefollowing, the Parent shall give prompt notice to the CompanyParent, and Parent shall, upon obtaining knowledge of any of the Company shall following, give prompt notice to the ParentSeller, of (ai) the occurrence, occurrence or failure to occur, non-occurrence of any event, event the occurrence or non-occurrence of which such party has Knowledge that is would reasonably expected be likely to cause any representation or warranty of such Party contained in this Agreement Agreement, which is qualified as to become materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate such that it is reasonably expected in any material respect, at or prior to have a Company Material Adverse Effect the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Parent Material Adverse EffectPurchaser, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; providedhereunder, however, that no such notification shall affect (iii) the representations, warranties, covenants occurrence or agreements non-occurrence of any event the parties, the conditions occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the parties under this Agreement or the remedies available transactions contemplated hereby not to the party receiving such notification. Without limiting the foregoingbe satisfied, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (iiv) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other written communication from any Governmental Entity Authority in connection with the transactions contemplated by this Agreement, and (iiiv) any actions, suits, claims, investigations Actions (or proceedings instituted communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the Company case may be, or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its their respective Subsidiaries which, if pending on the date of this Agreementhereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or relating to this Agreement (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated herebyby this Agreement; provided that, the delivery of any notice pursuant to this Section 6.07 shall not cure such breach or seeking damages non-compliance or discovery limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingscustomers.

Notification of Certain Matters. Prior Purchasers, on the one hand, and Sellers on the other hand, shall use their respective commercially reasonable efforts to promptly notify each other of (i) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Acceptance TimeKnowledge of Sellers or the Knowledge of Purchasers, threatened, against Sellers, the Parent shall give prompt notice to Subject Companies or Purchasers, as the Company, and the Company shall give prompt notice to the Parent, of case may be; (aii) the occurrenceoccurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VI not to be satisfied; (iii) any notice of, or failure to occurother communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Company Contract; (iv) the occurrence or existence of any eventfact, of circumstance or event which such party has Knowledge that is reasonably expected to cause could result in any representation or warranty contained in this Agreement to become untrue made by Sellers or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse EffectPurchasers, as the case may be, until in this Agreement or in any schedule, exhibit or certificate or delivered herewith, to be untrue or inaccurate; (v) any notice or other communication from any Person alleging that the Acceptance Time consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; or (bvi) the occurrence of any material failure event, circumstance, development, state of the Parent and the Purchaser facts, occurrence, change or effect which has had a Material Adverse Effect or the Company, as the case may be, occurrence or non-occurrence of any officerevent, directorcircumstance, employee development, state of facts, occurrence, change or agent thereofeffect which would not, of which such party has Knowledge to comply with individually or satisfy any covenantin the aggregate, condition or agreement to be complied with or satisfied by it under this Agreementresult in a Material Adverse Effect; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, Parties (or remedies with respect thereto) or the conditions to the obligations of the parties Parties under this Agreement; provided, further that a breach of this Section 5.7 shall not be considered for purposes of determining the satisfaction of the closing conditions set forth in Article VI or give rise to a right of termination under Article VII or a right to indemnification under Article VIII if the underlying breach or breaches with respect to which the other party failed to give notice would not result in the failure of the closing conditions set forth in Article VI or would not result in the ability of such non-breaching Party to terminate this Agreement or to obtain indemnification, as the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or case may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsbe.

Notification of Certain Matters. Prior During the period following the date of the Original Agreement until the earlier of the Closing Date and the termination of this Amended Agreement pursuant to the Acceptance Timeits terms, the Parent each of Seller and Purchaser shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, other party upon receiving Knowledge of (a) any notices, complaints, investigations or hearings (or communications indicating that the occurrence, or failure to occur, same may be contemplated) of any eventGovernmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Amended Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the Parent and consummation of the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied transactions contemplated by it under this Amended Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties, parties herein or the conditions to the obligations of the parties under this Agreement hereunder or the remedies available constitute, in and of itself, a breach giving rise to the party receiving such notificationfailure of a condition to the Closing set forth in Article IX. Without limiting For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant Seller Disclosure Letter with respect to any contract matter, event, circumstance or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise condition which was required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries whichor, if pending on occurring before, or existing and known at, the date of this the Original Agreement, would have been required required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingssatisfied.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the (a) The Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any Change which occurs or exists that causes or is reasonably likely to cause the failure of the conditions set forth in Section 7.2(a), 7.2(b), 7.2(d) or 7.2(e), (ii) any notice or other communication from any Person person alleging that the consent of such Person person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the Merger or any of the other transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the MergerAgreement, (iiiii) any notice or other communication from any Governmental Entity in connection with (A) the Merger or any of the other transactions contemplated by this Agreement or (B) the transactions contemplated by this the CAD Sale Agreement, and (iiiiv) any actionsLegal Actions commenced or, suits, claims, investigations or proceedings instituted or threatened against to the Company or any best of its directorsknowledge, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entitythreatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating which relate to this Agreement or the transactions contemplated hereby, (v) any notice or seeking damages other communication received by the Company or discovery in connection with its Subsidiary from an insurer under any Insurance Policy that such transactions. The Company shall consult with the Parent regarding the defense insurer intends to cancel or settlement of generally disclaim liability under any such actionspolicy or not renew any such policy, suits(vi) any notice or other communication from any customer set forth in Section 3.20(a) of the Company Disclosure Schedule that such customer will stop, claimsor decrease the rate of, investigations buying products from the Company or proceedings its Subsidiary, (vii) any notice or other communication from any supplier set forth in Section 3.20(b) of the Company Disclosure Schedule that such supplier will stop, or decrease the rate of, supplying materials, products or services to the Company or its Subsidiary, (viii) any written notices or claims received by, or Legal Actions commenced or, to the best of its knowledge, threatened in writing against, the Company or its Subsidiary, in each case (a) from or by Clarion relating to or involving or otherwise affecting the Company or its Subsidiary or Clarion relating to the transactions contemplated by the CAD Sale Agreement or (b) from or by any third party relating to or involving the retained liabilities under the CAD Sale Agreement, and shall consider (ix) any audit commenced, or to the Parent’s views knowledge of the Company, threatened in writing, against or with respect to the Company, its Subsidiary or any CAD Subsidiary in respect of any Tax or Tax asset of the Company, its Subsidiary or any CAD Subsidiary; provided, however, that (x) no such actionsnotification shall be deemed to cure any breach or otherwise affect the representations, suitswarranties, claims, investigations covenants or proceedingsagreements of the Company or the conditions to the obligations of the parties hereunder and (y) no disclosure by the Company shall be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, Each of Gart and the Company shall give prompt notice to the Parent, of other of: (a) the occurrenceany notice of, or failure other communication relating to, a default or event that, with notice or lapse of time or both, would become a default, received by it or any of its Subsidiaries subsequent to occurthe date hereof and prior to the Effective Time, under any Contract material to the financial condition, properties, business or results of any event, operations of such party taken as a whole to which such party, or any Subsidiary of such party, is a party has Knowledge that or is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or subject; and (b) any material failure adverse change in the condition (financial or other), properties, assets, business, results of operations or prospects of it and its Subsidiaries taken as a whole, or the Parent occurrence of any event that, so far as reasonably can be foreseen at the time of its occurrence, is reasonably likely to result in any such change. Each of Gart and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification Company shall affect the representations, warranties, covenants or agreements of the parties, the conditions give prompt notice to the obligations other party of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person third party alleging that the consent of such Person third party is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement hereby. In the event that, at any time prior to the Closing, the Company becomes aware of any matter that, if existing or is otherwise known as of the date hereof, would have been required to consummate the Offer be set forth or the Merger, (ii) any notice or other communication from any Governmental Entity described in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company Disclosure Schedule or would otherwise have rendered any representation or warranty of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries whichset forth herein false, the Company shall promptly provide written notice of such matters to Gart. In the event that, at any time prior to the Closing, Gart becomes aware of any matter that, if pending on existing or known as of the date of this Agreementhereof, would have been required to be set forth or described in the Gart Disclosure Schedule or would otherwise have rendered any representation or warranty of Gart or any of its Subsidiaries set forth herein false, Gart shall promptly provide written notice of such matters to the Company. However, no such notice provided under this Section 7.16 shall be deemed to cure any breach of any representation or warranty made herein, whether for purposes of determining whether or not the conditions set forth in Article 8 have been disclosed pursuant to this Agreement satisfied or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsotherwise.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, ------------------------------- Parent of (ai) the occurrence, occurrence or failure to occur, nonoccurrence of any event, the occurrence or nonoccurrence of which such party has Knowledge that is reasonably expected would be likely to cause (a) any representation or warranty of the Company that is not qualified by materiality contained in Article V of this Agreement to become be untrue or inaccurate such that it is reasonably expected in any material respect at or prior to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until consummation of the Acceptance Time Offer or (b) any material representation or warranty of the Company that is qualified by materiality contained in Article V of this Agreement to be untrue or inaccurate in any respect at or prior to the consummation of the Offer, and (ii) any failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge Company to comply with or satisfy in any material respect any covenant, condition condition, or agreement to be complied with or satisfied by it under this Agreement; providedthe Company hereunder. Company shall give prompt notice to Parent if there occurs any event which has resulted in or is reasonably likely to result in a Material Adverse Effect on the Company or, however, that no such notification shall affect subject to the representations, warranties, covenants or agreements fiduciary duties of the parties, the conditions to the obligations board of directors of the parties under this Agreement Company, will prevent or result in a third party materially delaying the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge consummation of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from . The Company shall provide to Parent copies of all filings made by the Company with any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or and the transactions contemplated hereby. Parent shall give prompt notice to Company of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause (a) any representation or warranty of Parent or Newco that is not qualified by materiality contained in Article IV of this Agreement to be untrue or inaccurate in any material respect at or prior to the consummation of the Offer or (b) any representation or warranty of the Parent or Newco that is qualified by materiality contained in Article IV of this Agreement to be untrue or inaccurate in any respect at or prior to the consummation of the Offer and (ii) any failure of Parent to comply with or satisfy any covenant, condition, or seeking damages agreement to be complied with or discovery satisfied by Parent hereunder. Parent shall give prompt notice to the Company if there occurs any event which has resulted in connection with such transactionsor is reasonably likely to result in a Material Adverse Effect on Parent or will prevent or result in a third party materially delaying the consummation of the Offer or the Merger. The Company shall consult provide to Parent copies of all filings made by the Company with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. Parent regarding shall provide to the defense or settlement Company copies of all filings made by Parent with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. The delivery of any notice pursuant to this Section shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such actionsnotice, suits(ii) modify the conditions set forth in Articles VIII and IX, claims, investigations or proceedings and shall consider (iii) limit or otherwise affect the Parent’s views with respect remedies available hereunder to the party receiving such actions, suits, claims, investigations or proceedingsnotice.

Notification of Certain Matters. Prior From and after the date hereof and until the earlier to occur of the Acceptance TimeClosing or the termination of this Agreement in accordance with Section 8.1, the Parent shall give prompt notice to the Company, Company and the Company shall give prompt notice to the Parent, as the case may be, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that occurrence or failure to occur is reasonably expected likely to cause (a) (i) any representation or warranty of such Party contained in this Agreement that is qualified as to “materiality”, “Company Material Adverse Effect” or “Parent Material Adverse Effect” to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such Party contained in this Agreement to become be untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effectin any material respect, as in each case at any time from and after the case may be, date hereof until the Acceptance Time Closing or (b) any material failure of the Parent and the Purchaser Merger Sub or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided. In addition, howeverfrom and after the date hereof and until the earlier to occur of the Closing or the termination of this Agreement in accordance with Section 8.1, Parent shall give prompt notice to the Company and the Company shall give prompt notice to Parent, as the case may be, of (x) any change or event having, or which would be reasonably expected to have, a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, or which would be reasonably expected to result in the failure of, or material delay of the satisfaction of, any of the conditions set forth in Section 7.1, Section 7.2 or Section 7.3 or (y) any written notice or other written communication from any Governmental Entity in connection with this Agreement, the Related Agreements, the Merger or the other transactions contemplated hereby or thereby, or from any Person alleging that no the consent of such notification shall Person is required in connection with the Merger or the other transactions contemplated hereby. Notwithstanding the above, the delivery of any notice pursuant to this Section 6.3 will not limit or otherwise affect the representations, warranties, covenants or agreements of the partiesParties, the remedies available hereunder to the Party receiving such notice or the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required Party’s obligation to consummate the Offer Merger. This Section 6.3 shall not constitute a covenant, agreement or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against obligation of the Company for purposes of Section 8.1(d)(i) or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsSection 7.2(b).

Notification of Certain Matters. Prior to Each of the Acceptance Time, Company and the Parent Seller shall give prompt notice to the Companyothers (and, and if in writing, furnish copies of) if any of the Company shall give prompt notice to following occurs during the Parent, of Pre-Closing Period: (a) the occurrence, or failure to occur, of any event, of which such party there has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have been a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure on the part of the Parent and party providing the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements (b) receipt of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication in writing from any third Person alleging that the consent of such third Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; (c) receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) the discovery of any fact or circumstance that, and or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to the Exchange set forth in Article VII not being satisfied or the satisfaction of any of those conditions being materially delayed; or (iiie) the commencement or threat, in writing, of any actions, suits, claims, investigations or proceedings instituted or threatened Action against the Company any party hereto or any of its directors, officers or Affiliates, including by or any stockholder of their respective properties or assets, or, to the knowledge of the CompanyCompany and the Seller, before as applicable, any court officer, director or Governmental Entitypartner, relating to in his or involving or otherwise affecting her capacity as such of the Company or the Seller, as applicable, or any of its Subsidiaries which, if pending on their Affiliates with respect to the date consummation of this Agreement, would the Exchange. No such notice to any party hereto shall constitute an acknowledgement or admission by such party providing notice regarding whether or not any of the conditions to Closing or to the consummation of the Exchange have been required to satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been disclosed breached. Moreover, no information or knowledge obtained by any party hereto pursuant to this Agreement Section 6.3 will affect or relating be deemed to this Agreement modify any representation or warranty contained herein or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with conditions to the Parent regarding obligations of the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider parties hereto to consummate the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsExchange.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the The Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of of: (i) the occurrence or nonoccurrence of any event which would be likely to cause the failure of either of the conditions set forth in Section 7.2(a) or Section 7.2(b) to be met as of any time during the Interim Period; (ii) the Company’s or any Company Subsidiary’s receipt of any notice or other communication from any Person third party alleging that the consent of such Person third party is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and including the Merger (unless such consent has been previously identified on Schedule 3.3 of the Company Disclosure Schedule); or (iii) the existence of any actions, suits, claims, investigations facts or proceedings instituted or threatened against circumstances that would reasonably be expected to result in a Company Material Adverse Effect. Parent shall give prompt notice to the Company of: (x) the occurrence or nonoccurrence of any event which would be likely to cause the failure of either of the conditions set forth in Section 7.1(a) or Section 7.1(b) to be met as of any time during the Interim Period; (y) Parent’s or any Parent Subsidiary’s receipt of its directors, officers any notice or Affiliatesother communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, including by any stockholder the Merger (unless such consent has been previously identified on Schedule 4.3 of the Company, before Parent Disclosure Schedule); or (z) the existence of any court facts or Governmental Entity, relating circumstances that would reasonably be expected to or involving result in a Parent Material Adverse Effect. The delivery of any notice pursuant to this Section 5.11 shall not limit or otherwise affecting affect the remedies available hereunder to the party receiving such notice nor be deemed to have amended any of the disclosures set forth in the Company Disclosure Schedule or Parent Disclosure Schedule, as applicable, to have qualified the representations and warranties contained herein or to have cured any misrepresentation or breach of its Subsidiaries which, if pending on a representation or warranty that otherwise might have existed hereunder by reason of such material development. No disclosure after the date of this Agreement, would have been required to have been disclosed pursuant to Agreement of the untruth of any representation and warranty made in this Agreement or relating will operate as a cure of any breach of the failure to this Agreement or disclose the transactions contemplated herebyinformation, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations untrue representation or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingswarranty made herein.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent Belden shall give prompt notice to the CompanyCDT, and the Company CDT shall give prompt notice to the ParentBelden, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is occurrence or failure to occur would reasonably expected be likely to cause (i) any representation or warranty of such party contained in this Agreement that is qualified as to "materiality" or "Material Adverse Effect" to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained in this Agreement to become be untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effectin any material respect, as in each case at any time from and after the case may be, date of this Agreement until the Acceptance Time or Effective Time, (b) any material failure of the Parent Belden and the Purchaser Merger Sub or the CompanyCDT, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however(c) any event occurring on or after the date hereof that would have been required to be disclosed pursuant to Article III or IV had such event occurred prior to the execution hereof, or (d) any change in circumstances regarding CDT or Belden, as the case may be, that no such notification shall affect comes to the representations, warranties, covenants or agreements attention of any person included in the definition of the partiesterm "Knowledge," that would require disclosure regarding controls and procedures in such party's periodic reports filed under the Exchange Act that is materially more negative than that included in such party's most recently filed periodic report. In addition, Belden shall give prompt notice to CDT and CDT shall give prompt notice to Belden of any change or event having, or which would reasonably be likely to have, a Material Adverse Effect on such party or which would be reasonably likely to result in the failure of any of the conditions set forth in Article VII to the obligations be satisfied. Each of the parties under shall give prompt written notice to the other party of any material correction to any of the CDT SEC Documents or the Belden SEC Documents, as the case may be, from and after the date hereof. Notwithstanding the above, the delivery of any notice pursuant to this Agreement Section 6.15 will not limit or otherwise affect the remedies available hereunder to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of conditions to such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required party's obligation to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedings.

Notification of Certain Matters. Prior to Each of the Acceptance Time, the Parent Company or Purchaser shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of other if any of the following, notify following occurs after the Parent date of this Agreement (provided Purchaser need not give notice with respect to the events described in clauses (i) or (v)): (i) any written notice, or other written communication that the Company or any Company Subsidiary receives, of which the Company obtains Knowledge, relating to a material default or Event which, with notice or lapse of time or both, would be reasonably likely to become a material default under any Significant Contract; (ii) any receipt by it or any of its Subsidiaries of any written notice or other written communication from any Person of which the Company or Purchaser, as applicable, obtains Knowledge alleging that the consent Consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the Merger and the other transactions contemplated by this Agreement if such Consent is not disclosed in the Company Disclosure Schedule; (iii) receipt by it or is otherwise required to consummate the Offer or the Merger, (ii) any of its Subsidiaries of any material notice or other communication from any Governmental Entity Authority (including the AMEX or any other securities exchange) in connection with the Merger and the other transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against Agreement of which the Company or Purchaser, as applicable, obtains Knowledge; (iv) the occurrence of any Event or Events which, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect (in the case of the Company) or a Purchaser Material Adverse Effect (in the case of Purchaser); (v) the commencement or written threat of any Litigation involving or affecting the Company, the Company Subsidiaries or any of its directorstheir respective properties or assets, officers or Affiliatesany employee, including by any stockholder agent, director or officer of the Company, before any court in his or Governmental Entityher capacity as such or as a fiduciary under a Benefit Plan, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreementhereof, would have been required to have been disclosed in or pursuant to this Agreement, or any material adverse development in connection with any Litigation disclosed by the Company in or pursuant to this Agreement or the Securities Filings; (vi) the commencement or written threat against it or any of its Subsidiaries of any Litigation relating to the Merger; (vii) the occurrence of any Event that causes or is reasonably likely to cause a material breach by it of any provision of this Agreement Agreement; (viii) the receipt by it or any of its Subsidiaries of an administrative or other order or notification of which the Company or Purchaser, as applicable, obtains Knowledge relating to any violation or claimed violation by it or its Subsidiaries of the rules and regulations of any Governmental Authority that could adversely affect its ability to consummate the Merger and the other transactions contemplated hereby, by this Agreement; or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement (ix) if it obtains Knowledge of any such actions, suits, claims, investigations change in Law that is reasonably likely to cause a Governmental Authority to withhold a Company Regulatory Consent (in the case of the Company) or proceedings and shall consider a Purchaser Regulatory Consent (in the Parent’s views with respect to such actions, suits, claims, investigations or proceedingscase of Purchaser).

Notification of Certain Matters. Prior From the date hereof to the Acceptance TimeDate, the Company shall give prompt notice to Parent, and each of Parent and Merger Sub shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication received by such party from any Governmental Authority in connection with the Offer, the Merger or the transactions contemplated thereby or from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the Offer, the Merger or the other transactions contemplated by this Agreement or is otherwise required to consummate thereby if the Offer subject matter of such communication or the Mergerfailure of such party to obtain such consent purports to materially affect the consummation of the transactions contemplated thereby, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or commenced or, to such party’s knowledge, threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entityagainst, relating to or involving or otherwise affecting the Company such party or any of its Subsidiaries whichwhich relate to the Offer, if pending on the date Merger or the other transactions contemplated thereby, (iii) to the knowledge of the Company, the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty contained in this Agreement, Agreement and required to be made by the notifying party to be untrue or inaccurate such that the condition in paragraph (b)(ii) of Annex I would not be satisfied or the Company would have been required a termination right under Section 8.01(d)(ii), as the case may be and (iv) any failure to have been disclosed pursuant comply with or satisfy a covenant, condition or agreement to this Agreement be complied with or relating to this Agreement satisfied by it hereunder, such that the condition in paragraph (b)(ii) of Annex I would not be satisfied or the transactions contemplated herebyCompany would have a termination right under Section 8.01(d)(ii), or seeking damages or discovery in connection with such transactions. The Company shall consult with as the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingscase may be.

Notification of Certain Matters. Prior Each party shall use its best efforts to the Acceptance Time, the Parent shall give prompt written notice to the Company, and the Company shall give prompt notice to the Parent, each other party of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Mergerhereby, (iib) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by hereby, (c) the occurrence, or failure to occur, of any event of which it becomes aware that has caused or could reasonably be expected to cause any representation or warranty of such party contained in this Agreement, Agreement that is qualified as to materiality being or becoming as of any time between the date of this Agreement and (iii) the Effective Time untrue or inaccurate at such time in any actions, suits, claims, investigations or proceedings instituted or threatened against the Company respect or any such representation or warranty that is not so qualified being or becoming as of its directorsany time between the date of this Agreement and the Effective Date untrue or inaccurate in any material respect, officers (d) the failure of it to comply with or Affiliatessatisfy in any material respect any obligation to be complied with or satisfied by it under this Agreement or (e) the commencement or threat of, including by or any stockholder material development with respect to, any Company Litigation or any other action, suit, investigation, inquiry or proceeding which relates to the consummation of the Company, before transactions contemplated hereby or the issuance of any court or Governmental Entity, relating to or involving or otherwise Order affecting the Company or any of its Subsidiaries or any of their respective properties or assets, in either case which, if pending pending, threatened or issued, as the case may be, on or prior to the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating Section 3.1. The delivery of any notice pursuant to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings Section 5.9 is for informational purposes and shall consider not limit or otherwise affect the Parent’s views with respect remedies available hereunder to any party or parties receiving such actions, suits, claims, investigations or proceedingsnotice.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent Each of Target and Acquiror shall give prompt immediate notice to the Company, other if any of the following occurs after the date of this Agreement and the Company shall give prompt notice prior to the Parent, termination of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four Effective Time: (24a) hours after it has actual Knowledge receipt of any notice of, or other communication relating to, a default, or event which with notice or lapse of the followingtime or both would become a default, notify the Parent under any Material Contract; (b) receipt of (i) any notice or other communication in writing from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, Agreement; (iic) receipt of any notice or other written communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and ; (iiid) the occurrence or non-occurrence of any actions, suits, claims, investigations fact or proceedings instituted event which would reasonably be expected to cause any condition hereunder not to be or threatened against satisfied; (e) the Company commencement or threat of any action involving or affecting Target or any of its directorsproperties or assets; (f) the occurrence or non-occurrence of any fact or event that causes a material breach by Target or Acquiror of any provision of this Agreement applicable to it; (g) the occurrence of any fact or event of which such party becomes aware that results in the inaccuracy in any representation or warranty of such party in this Agreement; and (h) the occurrence of any event that, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating had it occurred prior to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this AgreementAgreement without any additional disclosure hereunder, would have been required to have been disclosed constituted a Material Adverse Effect of Target or Acquiror; provided, that the delivery of any notice by any party pursuant to this Agreement provision shall not modify any representation or relating warranty of such party, cure any breaches thereof or limit or otherwise affect the rights or remedies available hereunder to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with other parties and the failure of the party receiving such transactions. The Company shall consult with the Parent regarding the defense or settlement of information to take any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views action with respect to such actions, suits, claims, investigations notice shall not be deemed a waiver of any breach or proceedingsbreaches to the representations or warranties of the party disclosing such information.

Notification of Certain Matters. Prior If Parent (or its Affiliates) or the Company receives an administrative or other order or notification relating to any violation or claimed violation of the rules and regulations of the FCC, or of any Governmental Entity, that could affect Parent's, Sub's or the Company's ability to consummate the transactions contemplated hereby, or should Parent (or its Affiliates) or the Company become aware of any fact (including any change in law or regulations (or any interpretation thereof by the FCC)) relating to the Acceptance Timequalifications of Parent (and its controlling Persons) that reasonably could be expected to cause the FCC to withhold its consent to the transfer of control of the FCC Licenses contemplated hereunder, the Parent shall give prompt notice to or the Company, as the case may be, shall promptly notify the other party thereof and the Company shall use all reasonable efforts to take such steps as may be necessary, to remove any such impediment of the Company to consummate the transactions contemplated by this Agreement. In addition, Parent or the Company, as the case may be, shall give prompt notice to the Parent, other party prompt written notice of (ai) the occurrence, or failure to occur, of any event, event of which such party it becomes aware that has Knowledge caused or that is reasonably expected would be likely to cause any representation or warranty contained in this Agreement to become untrue of Parent and Sub or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effectthe Company, as the case may be, until contained in this Agreement to be untrue or inaccurate at any time from the Acceptance Time or date hereof to the Closing Date, and (bii) any material the failure of the Parent and the Purchaser Sub or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge 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, however, that no hereunder. No such notification shall affect the representations, warranties, covenants representations or agreements warranties of the parties, parties or the conditions to the their respective obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingshereunder.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent MITI shall give prompt written ------------------------------- notice to the CompanyActava, Orion and the Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained Sterling specifying in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of reasonable detail: (i) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default under any agreement, indenture or instrument material to the business, assets, property, condition (financial or otherwise) or the results of operations of MITI, its United States subsidiaries or any Joint Venture Entity, taken as a whole, to which MITI, any of its United States subsidiaries or any Joint Venture Entity is a party or is subject; (ii) any material notice or other communication from any Person third party alleging that the consent of such Person third party is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate including the Offer or the Merger, Mergers; (iiiii) any material notice or other communication from any Governmental Entity regulatory authority in connection with the transactions contemplated by this Agreement, and ; (iiiiv) any event which has a MITI Material Adverse Effect, or the occurrence of an event which, so far as reasonably can be foreseen at the time of its occurrence, would result in any MITI Material Adverse Effect; (v) any claims, actions, suitsproceedings or investigations commenced or, claimsto MITI's knowledge, investigations threatened, involving or proceedings instituted affecting MITI, any of its United States subsidiaries or threatened against the Company any Joint Venture Entity or any of their respective property or assets, or, to MITI's knowledge, any employee, consultant, director or officer, in his or her capacity as such, of MITI or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries subsidiaries which, if pending on the date of this Agreementhereof, would have been required to have been disclosed in a Schedule pursuant to this Agreement or relating which relates to the consummation of the MITI Merger; and (vi) any event or action which if known on the date hereof (a) would have caused a representation or warranty set forth in Article 6 hereof to be untrue or incomplete or incorrect in any material respect or (b) would have been required to have been disclosed in a Schedule pursuant to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsAgreement.

Notification of Certain Matters. Prior The Company shall give prompt notice to the Acceptance Time, the Parent and Purchaser and Parent and Purchaser shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (ai) the occurrence or non-occurrence of any event whose occurrence or non-occurrence, or failure to occuras the case may be, of any event, of which such party has Knowledge that is reasonably expected would be likely to cause any representation or warranty contained in this Agreement to become be untrue or inaccurate as if made as of any time prior to the Effective Time, such that it is reasonably expected the conditions set forth in paragraph (iii) of Annex I would not be satisfied or that would give rise to have a Company Material Adverse Effect or Parent Material Adverse Effectright of termination set forth in Section 8.1(b), as the case may be, until the Acceptance Time or and (bii) any material failure of the Parent and the Company, Purchaser or the CompanyParent, as the case may be, or of any officer, director, employee or agent Representative thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder; provided, however, that no such notification the delivery of any notice pursuant to this Section 6.1 shall not limit or otherwise affect the representations, warranties, covenants remedies available hereunder to the party receiving such notice or agreements the representations or warranties of the parties, or the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notificationhereto. Without limiting the foregoingFurthermore, the Company shallshall give prompt notice to Parent and Purchaser, within twenty-four and Parent and Purchaser shall give prompt notice to the Company, of (24and in each case promptly furnish copies to the other party of) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication received by such party from any Governmental Entity in connection with this Agreement, the Offer, the Merger or the other Transactions, or from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate Offer, the Offer Merger or the Mergerother Transactions, (ii) any notice other than, in the case of copies, the portions of such notices or other communication from any Governmental Entity in connection with communications that include confidential information not directly related to the transactions contemplated by this AgreementTransactions, and (iiiii) any actions, suits, claims, investigations or proceedings instituted or commenced or, to such party’s knowledge, threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entityagainst, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of such party which relate to this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement the Offer, the Merger or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsother Transactions.

Notification of Certain Matters. Prior Subject to applicable Law, (a) the Acceptance TimeCompany shall give prompt notice to Acquiror, the Parent and Acquiror shall give prompt notice to the Company, and of the Company shall give prompt notice to the Parent, of (a) the occurrence, occurrence or failure to occur, non-occurrence of any event, of which such party has Knowledge that is event or circumstance whose occurrence or non-occurrence would be reasonably expected likely to cause either (i) any representation or warranty contained in this Agreement to become be untrue or inaccurate such that it is reasonably expected in any material respect at any time from the date of this Agreement to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Effective Time or (ii) any condition to the Merger to be unsatisfied at the Effective Time and (b) the Company shall give prompt notice to Acquiror, and Acquiror shall give prompt notice to the Company, of any material failure of the Parent and the Purchaser or the Company, as the case may beAcquiror, Acquisition Sub or of any officer, director, employee employee, agent or agent thereofrepresentative of the Company, of which such party has Knowledge Acquiror or Acquisition Sub, as applicable, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement, which failure would be reasonably likely to cause any condition to the Merger to be unsatisfied at the Effective Time and (c) the Company shall give prompt notice to Acquiror, and Acquiror shall give prompt notice to the Company, of any substantive communication from any Governmental Entity regarding any material Action commenced or, to the Knowledge of the Company or Acquiror, as applicable, threatened, with respect to the Transactions against Acquiror, the Company or any of their respective Subsidiaries, properties or assets, officers, directors or employees, and each of Acquiror and the Company shall permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with, and a reasonable opportunity to participate in any proposed communication with any Governmental Entity with respect to such an Action; provided, however, that no such notification the delivery of any notice pursuant to this Section 6.4 shall not limit or otherwise affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties remedies available under this Agreement or the remedies available to the party receiving such notificationnotice. Without limiting The Company and Acquiror shall each promptly notify the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge other of any of the following, notify the Parent of (i) any written notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required Transactions. The Company and Acquiror shall each promptly notify the other of any Actions commenced or, to consummate the Offer or the Mergerits Knowledge, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entityagainst, relating to or involving or otherwise affecting the Company such party or any of its Subsidiaries which, if pending on which relate to the date consummation of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsTransactions.

Notification of Certain Matters. Prior Subject to the Acceptance Timeapplicable Law, the Company will give prompt notice to Parent shall and Merger Sub, and Parent and Merger Sub will give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) the occurrenceany fact, change, event or failure to occur, of any event, of which such party circumstance that has Knowledge that is had or would reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably be expected to have a Company Material Adverse Effect on the Company or prevent or materially impair the ability of Parent Material Adverse Effectand Merger Sub to consummate the transactions, as the case may beor which any Party would reasonably expect to cause or constitute a material breach of any of its representations, until the Acceptance Time warranties or covenants contained herein, (b) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be reasonably likely to cause any condition to the Merger to be unsatisfied in any material respect at the Effective Time, (c) any material failure of the Company or Parent and the Purchaser or the CompanyMerger Sub, as the case may be, or of any officer, director, employee or agent thereofRepresentative of the Company or Parent and Merger Sub, of which such party has Knowledge as applicable, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement, and (d) the occurrence of any event which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in any portion of the Debt Financing contemplated thereby to be unavailable at the Closing; provided, however, that no such notification shall the delivery of any notice pursuant to this Section 6.4 will not limit or otherwise affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties remedies available under this Agreement or the remedies available to the party Party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsnotice.

Notification of Certain Matters. Prior The Company shall give prompt notice to the Acceptance TimeParent and Acquisition, the and Parent and Acquisition shall give prompt notice to the Company, and of the Company shall give prompt notice status of matters relating to completion of the Parenttransactions contemplated hereby, of including (ai) the occurrence, occurrence or failure to occur, nonoccurrence of any event, event the occurrence or nonoccurrence of which such party has Knowledge that is reasonably expected would be likely to cause any representation or warranty contained in this Agreement to become be untrue or inaccurate such that it is reasonably expected in any material respect at or prior to have a Company Material Adverse Effect the Effective Time, (ii) any material failure of the Company, Parent or Parent Material Adverse EffectAcquisition, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; providedhereunder, however(iii) any notice of, that no such notification shall affect the representationsor other communication relating to, warrantiesa default or event which, covenants with notice or agreements lapse of the partiestime or both, the conditions would become a default, received by it or any of its subsidiaries subsequent to the obligations date of the parties under this Agreement or the remedies available and prior to the party receiving such notification. Without limiting Effective Time, under any contract or agreement material to the foregoingfinancial condition, the Company shallproperties, within twenty-four (24) hours after businesses or results of operations of it has actual Knowledge of and its subsidiaries taken as a whole to which it or any of the followingits subsidiaries is a party or is subject, notify the Parent of (iiv) any notice or other communication from any Person third party or Governmental Entity with respect to the Merger or the other transactions contemplated hereby or alleging that the consent of such Person third party or Governmental Entity is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer Merger or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and or (iiiv) any actionsmaterial adverse change in their respective financial condition, suitsproperties, claimsbusinesses or results of operations, investigations or proceedings instituted or threatened against taken as a whole, other than changes resulting from general economic conditions; PROVIDED, HOWEVER, that the Company or delivery of any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed notice pursuant to this Agreement Section 4.11 shall not cure such breach or relating non-compliance or limit or otherwise affect the remedies available hereunder to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with party receiving such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsnotice.

Notification of Certain Matters. Prior to the Acceptance TimeParent, the Parent Holdco, Xxxxxxxx and Purchaser shall give prompt notice to the Company, and Company if any of the Company shall give prompt notice to following occur after the Parent, date of this Agreement: (ai) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained made by Parent, Holdco, Xxxxxxxx or Purchaser in this Agreement to become is untrue or inaccurate such that it is reasonably expected in any material respect at any time from the date hereof to have the Effective Time; (ii) there has been a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Parent, Holdco, Xxxxxxxx or Purchaser or the Company, as the case may be, or any of any officer, director, employee or agent thereof, of which such party has Knowledge their respective representatives to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementor them hereunder; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements (iii) receipt of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication in writing from any Person third party alleging that the consent Consent of such Person third party is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise the Transaction Documents, provided that such Consent would have been required to consummate the Offer or the Merger, have been disclosed in this Agreement; (iiiv) receipt of any material notice or other communication from any Governmental Entity Authority (including, but not limited to, the NASD) in connection with the transactions contemplated by this AgreementAgreement or the Transaction Documents; (v) the occurrence of an event which would reasonably be expected to have a Purchaser Material Adverse Effect; or (vi) the commencement or threat of any Litigation involving or affecting Parent, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company Xxxxxxxx or any of its directorstheir respective subsidiaries, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of their respective properties or assets, or, to its Subsidiaries knowledge, any employee, agent, director or officer, in his or her capacity as such, of Parent, Xxxxxxxx or any of their respective subsidiaries which, if pending on the date of this Agreementhereof, would have been required to have been disclosed pursuant to in this Agreement or relating which relates to the consummation of the Offer or the Merger. No such notice to the Company shall have any effect on the determination of whether or not any of the conditions to Closing or to the consummation of the Offer have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingshave been breached.

Notification of Certain Matters. Prior Between the date hereof and the Closing, each party to the Acceptance Time, the Parent shall this Agreement will give prompt notice in writing to the Companyother parties hereto of: (i) any information that indicates that any representation and warranty of such party contained herein was not true and correct as of the date hereof or will not be true and correct as of the Closing, and the Company shall give prompt notice to the Parent, of (aii) the occurrence, or occurrence of any event which could result in the failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation satisfy a condition specified in Article 6 or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse EffectArticle 7 hereof, as the case may beapplicable, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (iiii) any notice or other communication from any Person third person alleging that the consent of such Person third person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iiiiv) in the case of the Stockholder, Xx. Xxxxx and the Company, any actionsnotice of, suitsor other communication relating to, claimsany default or event which, with notice or lapse of time or both, would become a default under any Company Agreement. Xx. Xxxxx shall (x) promptly advise UAG of any event that has, or could in the future have, a Material Adverse Effect (y) confer on a regular basis with one or more designated representatives of UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or in the operation of the properties of the Company and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings instituted or threatened against involving the Company or any of its directorstheir assets or operations, officers and will keep UAG fully informed of such events and permit UAG's representatives access to all materials prepared in connection therewith. The Stockholder and Xx. Xxxxx shall give prompt notice to UAG of any notice or Affiliatesother communication from any third person asserting any right, including by title or interest in any stockholder of the CompanyShares held by the Stockholder (including, before without limitation, any court or Governmental Entity, relating threat to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated herebycommence, or seeking damages or discovery in connection with such transactions. The Company shall consult with notice of the Parent regarding the defense or settlement commencement of any such actions, suits, claims, investigations action or proceedings and shall consider the Parent’s views other proceeding with respect to such actions, suits, claims, investigations any of the Shares) or proceedingsthe occurrence of any other event of which the Stockholder or Xx. Xxxxx has knowledge which could result in any failure to consummate the sale of the Shares as contemplated hereby.

Notification of Certain Matters. Prior Between the date hereof and the Closing, each Party to the Acceptance Time, the Parent shall this Agreement will give prompt notice in writing to the Companyother Party hereto of: (i) any information that indicates that any representation and warranty of such Party contained herein was not true and correct as of the date made, or will not be true and correct as of the Company shall give prompt notice to the Parent, of Closing; (aii) the occurrence, or occurrence of any event which could result in the failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation satisfy a condition specified in Article 6 or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse EffectArticle 7 hereof, as the case may be, until the Acceptance Time or applicable; (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (iiii) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, ; and (iiiiv) in the case of the Stockholders and the Company, any actionsnotice of, suitsor other communication relating to, claimsany default or event which, with notice or lapse of time or both, would become a default under any Company Agreement set forth on SCHEDULE 2.15. The Company and the Stockholders will: (a) promptly advise SAG of any event that has, or could reasonably be expected in the future to have, a Material Adverse Effect on the Company; (b) confer on a regular and frequent basis with one or more designated representatives of SAG to report operational matters and to report the general status of ongoing operations; and (c) notify SAG of any emergency or other change in the normal course of business or relating to the Owned Real Property or the Leased Real Property or Improvements of the Company and the Stockholder Real Property and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authority or adjudicatory proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of involving the Company, before the Owned Real Property, the Leased Real Property or the Improvements or the Stockholder Real Property and will keep SAG fully informed of such events and permit SAG's representatives access to all materials prepared in connection therewith. Each Stockholder shall give prompt notice to SAG of any court notice or Governmental Entityother communication from any third Person asserting any right, relating to title or involving or otherwise affecting the Company or interest in any of its Subsidiaries whichthe Target Shares held by such Stockholder, if pending on the date of this Agreementincluding, would have been required without limitation, any threat to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated herebycommerce, or seeking damages or discovery in connection with such transactions. The Company shall consult with notice of the Parent regarding the defense or settlement commencement of any such actions, suits, claims, investigations action or proceedings and shall consider the Parent’s views other proceeding with respect to the Target Shares, or the occurrence of any other event of which such actions, suits, claims, investigations or proceedingsStockholder has Knowledge which could result in any failure to consummate the sale of the Target Shares as contemplated hereby.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a The Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, promptly notify the Parent of (i) any written notice or other communication received by any of the Company or its Subsidiaries from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated Transactions, if the failure to obtain such consent would reasonably be expected to materially impede or delay the consummation of the Transactions or have a Company Material Adverse Effect; (ii) any Proceeding commenced or, to the Company’s Knowledge, threatened that may materially impede or delay the consummation of the Transactions, or that make allegations that, if true, would, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect; (iii) any inaccuracy of any representation or warranty of the Company contained herein at any time during the term hereof if such inaccuracy would reasonably be expected to cause any of the conditions set forth in clauses 2(a), (b), (c) and (d) of ANNEX I to fail to be satisfied at the Initial Expiration Time or the Expiration Time; and (iv) any failure of the Company to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder if such failure would reasonably be expected to cause the condition set forth in clause 2(e) of ANNEX I to fail to be satisfied at the Initial Expiration Time or the Expiration Time. For the avoidance of doubt, the delivery of any notice pursuant to this Section 8.08(a) shall not affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or is otherwise required the conditions to the obligations of Parent and Acquisition Sub to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, remedies available to Parent and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsAcquisition Sub hereunder.

Notification of Certain Matters. Prior The Company shall give prompt notice to the Acceptance TimeParent, the and Parent shall give prompt notice to the Company, upon obtaining knowledge of (i) any notice or other communication received by such party from any Governmental Entity in connection with this Agreement, the Merger or the transactions contemplated hereby, or from any person alleging that the Consent of such person is or may be required in connection with the Merger or the transactions contemplated hereby, (ii) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreement, the Merger or the transactions contemplated hereby, and the Company shall give prompt notice (iii) any fact, event or circumstance known to the Parent, of it that (a) in the occurrencecase of the Company, individually or taken together with all other facts, events and circumstances known to it, has had, or failure to occur, of any event, of which such party has Knowledge that is would reasonably be expected to cause any representation have, individually or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have the aggregate, a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) would cause or constitute, or would reasonably be expected to cause or constitute, a breach in any material failure of the Parent and the Purchaser or the Company, as the case may be, or respect of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the party’s representations, warranties, covenants or agreements contained herein, (c) would cause or would reasonably be expected to cause, the failure of any condition precedent to Parent’s or the Company’s obligations under this Agreement, or (d) would reasonably be expected to prevent, materially delay or materially impede the consummation of the partiestransactions contemplated hereby; provided, however, that (x) the delivery of any notice pursuant to this Section 6.6 shall not limit or otherwise affect any remedies available to Parent or the Company, as applicable, or prevent or cure any misrepresentations, breach of warranty or breach of covenant or the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoingAgreement, (y) disclosure by the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the or Parent of (i) any notice shall not be deemed to amend or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in supplement the Company Disclosure Schedule in connection with Letter or constitute an exception to any representation or warranty except to the transactions contemplated extent expressly agreed by this Agreement or is otherwise required to consummate Parent and the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this AgreementCompany, and (iiiz) no disclosure hereunder shall be deemed to be an admission to the other party that any actions, suits, claims, investigations condition set forth in ARTICLE VII has not been fulfilled. This Section 6.6 shall not constitute a covenant or proceedings instituted agreement for purposes of Section 7.2(b) or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsSection 7.3(b).

Notification of Certain Matters. Prior to the Acceptance Time, the Parent Ralcorp shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of Agribrands if any of the following, notify following occurs after the Parent date of this Agreement: (i) any notice of, or other communication relating to, a material default or Event which, with notice or lapse of time or both, would become a material default under any Ralcorp Material Contract; (ii) receipt of any notice or other communication in writing from any Person third party alleging that the consent Consent of such Person third party is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and other than a Consent disclosed pursuant to Section 5.5 or 5.6 above or not required to be disclosed pursuant to the terms thereof; (iii) receipt of any actionsmaterial notice or other communication from any Governmental Authority (including, suitsbut not limited to, claimsthe NYSE or any other securities exchange) in connection with the transactions contemplated by this Agreement; (iv) the occurrence of an Event which would reasonably be expected to have a Ralcorp Material Adverse Effect; (v) the commencement or threat of any Litigation involving or affecting Ralcorp or any Ralcorp Subsidiary, investigations or proceedings instituted or threatened against the Company or any of their respective properties or assets, or, to its directorsknowledge, officers any employee, agent, director or Affiliates, including by any stockholder officer of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company Ralcorp or any Ralcorp Subsidiary, in his or her capacity as such or as a fiduciary under a Benefit Plan of its Subsidiaries Ralcorp, which, if pending on the date of this Agreementhereof, would have been required to have been disclosed in or pursuant to this Agreement or relating which relates to the consummation of the Ralcorp Merger, or any material development in connection with any Litigation disclosed by Ralcorp in or pursuant to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with Ralcorp Securities Filings; and (vi) the Parent regarding the defense or settlement occurrence of any such actionsEvent that would reasonably be expected to cause a breach by Ralcorp of any provision of this Agreement, suitsand (vii) the occurrence of any Event that, claimshad it occurred prior to the date of this Agreement without any additional disclosure hereunder, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingswould have constituted a breach by Ralcorp of any provision of this Agreement.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent Agribrands shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of Ralcorp if any of the following, notify following occurs after the Parent date of this Agreement: (i) any notice of, or other communication relating to, a material default or Event which, with notice or lapse of time or both, would become a material default under any Agribrands Material Contract; (ii) receipt of any notice or other communication in writing from any Person third party alleging that the consent Consent of such Person third party is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and other than a Consent disclosed pursuant to Section 4.5 or 4.6 above or not required to be disclosed pursuant to the terms thereof; (iii) receipt of any actionsmaterial notice or other communication from any Governmental Authority (including, suitsbut not limited to, claimsthe NYSE or any other securities exchange) in connection with the transactions contemplated by this Agreement; (iv) the occurrence of an Event which would reasonably be expected to have an Agribrands Material Adverse Effect; (v) the commencement or threat of any Litigation involving or affecting Agribrands or any Agribrands Subsidiary, investigations or proceedings instituted or threatened against the Company or any of their respective properties or assets, or, to its directorsknowledge, officers any employee, agent, director or Affiliates, including by any stockholder officer of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company Agribrands or any Agribrands Subsidiary, in his or her capacity as such or as a fiduciary under a Benefit Plan of its Subsidiaries Agribrands, which, if pending on the date of this Agreementhereof, would have been required to have been disclosed in or pursuant to this Agreement or relating which relates to the consummation of the Agribrands Merger, or any material development in connection with any Litigation disclosed by Agribrands in or pursuant to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with Agribrands Securities Filings; (vi) the Parent regarding the defense or settlement occurrence of any such actionsEvent that would reasonably be expected to cause a breach by Agribrands of any provision of this Agreement, suitsand (vii) the occurrence of any Event that, claimshad it occurred prior to the date of this Agreement without any additional disclosure hereunder, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingswould have constituted a breach by Agribrands of any provision of this Agreement.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) To the occurrenceextent permitted by applicable Law, Buyer and Seller shall promptly notify each other in writing of (i) any fact, change, condition, circumstance or failure to occur, occurrence or nonoccurrence of any event, event of which such party has Knowledge it is aware that will or is reasonably expected likely to cause any representation or warranty contained result in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent conditions set forth in Article VI of this Agreement becoming incapable of being satisfied; (iii) any notice or other communication received by such party (1) by any Governmental Authority in connection with this Agreement or the transactions contemplated hereby, (2) from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement hereby, if the subject matter of such communication or is otherwise the failure of such party to obtain such consent could reasonably be expected to be material to Seller, the ACRE Companies, the Business or Buyer, or (3) relating to issued or pending Program Lender licenses and/or material changes to any methodology used to calculate reserve amounts required to consummate be maintained by the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and ACRE Companies; (iii) any actionsmaterial Actions commenced or, suitsto such party’s knowledge, claims, investigations or proceedings instituted or threatened against the Company or involving such party or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating Affiliates which relate to this Agreement or the transactions contemplated hereby; and (iv) any knowledge by Seller of any facts or occurrences, or seeking damages alleged facts or discovery occurrences, including but not limited to knowledge of any present or threatened legal action or claim, which would constitute a breach of any representation and warranty in connection with Section 3.4 or Section 3.19; provided, however, that, except as set forth in Section 5.10(b), no such transactionsnotification shall affect the representations, warranties, covenants, agreements of the parties or the conditions to the obligations of the parties herein. The Company In addition, prior to Closing, Seller shall consult with the Parent provide to Buyer periodic informational updates (and in any event no less frequently than once per calendar month) regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider all Mortgage Loans that are subject to the Parent’s views Master Loss Sharing Agreement (including without limitation updates from management regarding actions taken by the ACRE Companies with respect to the such actionsMortgage Loans and any prepared loss calculations relating to such Mortgage Loans), suitsand, claimsfollowing Closing, investigations Buyer shall provide periodic informational updates regarding the amount of losses it has incurred in respect of all Mortgage Loans that are subject to the Master Loss Sharing Agreement (and in any event no less frequently than once per calendar quarter); provided, however, that no such informational updates shall affect the representations, warranties, covenants, agreements of the parties or proceedingsthe conditions to the obligations of the parties herein.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the Company shall give prompt immediate notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of if any of the following, notify following occurs after the Parent date of this Agreement and prior to or on the Closing Date: (i) any notice of, or other communication relating to, a Default, or event which with notice or lapse of time or both would become a Default, under any Material Contract; (ii) receipt by Company of any notice or other communication in writing from any Person alleging that the consent Consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions Transactions contemplated by this Agreement, other than a Consent disclosed pursuant to Section 3.03 above; (iii) the occurrence or non-occurrence of any fact or event which could reasonably be expected to cause any covenant, condition or agreement of Company hereunder not to be complied with or satisfied; (iv) the commencement or threat of any litigation or government investigation involving or affecting Company or any of its properties or assets; (v) the occurrence or non-occurrence of any fact or event that causes a breach by Company of any provision of this Agreement or is otherwise required applicable to consummate the Offer or the Merger, it; (iivi) receipt by Company of any notice or other communication from any Governmental Entity Authority in connection with the transactions Transactions; and (vii) the occurrence of any fact or event of which it becomes aware that results in the inaccuracy in any representation or warranty of Company; provided, however, that, subject to Section 8.02, the delivery of any notice pursuant to this provision shall not modify any representation or warranty of any party, cure any breaches thereof or limit or otherwise affect the rights or remedies available hereunder to Parent or Sub and the failure of Parent or Sub to take any action with respect to such notice shall not be deemed a waiver of any breach or breaches to the representations or warranties of Company. Parent and Sub shall give immediate notice to Company if any of the following occurs after the date of this Agreement and prior to or on the Closing Date: (i) receipt by Parent or Sub of any notice or other communication in writing from any Person alleging that the Consent of such Person is or may be required in connection with the Transactions contemplated by this Agreement, and other than a Consent disclosed pursuant to Section 3.03 above; (ii) the occurrence or non-occurrence of any fact or event which could reasonably be expected to cause any covenant, condition or agreement of Parent or Sub hereunder not to be complied with or satisfied; (iii) the commencement or written threat of any actions, suits, claims, investigations material litigation or proceedings instituted government investigation involving or threatened against the Company affecting Parent or Sub or any of its directorsproperties or assets; (iv) the occurrence or non-occurrence of any fact or event that causes, officers a breach by Parent or Affiliates, including Sub of any provision of this Agreement applicable to it; (v) receipt by Parent or Sub of any stockholder notice or other communication from any Governmental Authority in connection with the Transactions; (vi) the occurrence of any fact or event of which it becomes aware that results in the inaccuracy in any representation or warranty of Parent or Sub or of the Company; provided, before however, that, subject to Section 8.02, the delivery of any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed notice pursuant to this Agreement provision shall not modify any representation or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement warranty of any such actionsparty, suits, claims, investigations cure any breaches thereof or proceedings limit or otherwise affect the rights or remedies available hereunder to Company and shall consider the Parent’s views failure of Company to take any action with respect to such actions, suits, claims, investigations notice shall not be deemed a waiver of any breach or proceedings.breaches to the representations or warranties of Parent or Sub

Notification of Certain Matters. Prior to the Acceptance Time, the Parent The Buyer shall give prompt notice to the Company, and the Company shall give prompt notice to the ParentBuyer, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is occurrence or failure to occur would be reasonably expected likely to cause (a) (i) any representation or warranty of such party contained in this Agreement that is qualified as to materiality to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained in this Agreement to become be untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effectin any material respect, as in each case at any time from and after the case may be, date of this Agreement until the Acceptance Effective Time (individually, a "Noticed Event" and collectively, the "Noticed Events"), or (b) any material failure of the Parent Buyer and the Purchaser Transitory Subsidiary or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect . Notwithstanding the representations, warranties, covenants or agreements of the partiesabove, the conditions delivery of any notice pursuant to the obligations of the parties under this Agreement Section will not limit or otherwise affect the remedies available hereunder to the party receiving such notificationnotice or the conditions to such party's obligation to consummate the Merger except as specifically set forth hereafter. Without limiting If either the foregoing, Buyer or the Company shallis required to give notice hereunder it may, within twenty-four (24) hours after it has actual Knowledge solely with respect to the occurrence, or failure to occur, of any of such Noticed Event after the followingdate hereof and prior to the Closing Date, notify update the Parent of (i) any notice Buyer Disclosure Schedule or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule, respectively, to reflect such Noticed Event and any such permitted update shall be deemed a part of the Buyer Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the MergerCompany Disclosure Schedule, (ii) any notice or other communication from any Governmental Entity in connection with as the transactions contemplated by this Agreementcase may be, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date for all purposes of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedings.

Notification of Certain Matters. Prior to The Company (on behalf of itself and its Subsidiaries) and Parent (on behalf of itself and Merger Sub) shall promptly notify each other of (a) any notice or other communication received by such party or its Representatives from any Governmental Entity in connection with the Acceptance TimeMerger or the other transactions contemplated hereby 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 hereby, if the Parent shall give prompt notice subject matter of such communication could be material to the Company, and the Company shall give Surviving Corporation, Parent, Merger Sub or the prompt notice consummation of the transactions contemplated hereby, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relates to or is reasonably expected to affect the prompt consummation of the Merger or the other transactions contemplated hereby, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, has caused or would be reasonably likely to cause or result in any of the conditions to the ParentMerger set forth in ARTICLE VI not being satisfied or satisfaction of those conditions being materially delayed, of (ad) the occurrence, occurrence or failure to occur, non-occurrence of any event, change, development, circumstance, occurrence, state of which such party facts or effect, individually or in the aggregate, that has Knowledge that caused or is reasonably expected likely to cause any representation or warranty contained in this Agreement of such party to become be untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effectin any material respect, as the case may be, until the Acceptance Time or (be) any material failure of the Parent and the Purchaser Company, Merger Sub or the CompanyParent, as the case may be, or of any officer, director, employee employee, agent or agent thereofRepresentative of the Company, of which such party has Knowledge Merger Sub or Parent, as applicable, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that failure to give prompt notice pursuant to this Section 5.9 shall not constitute a failure of a condition to the Merger set forth in ARTICLE VI except to the extent that the underlying fact or circumstance not so notified would, standing alone, constitute such a failure; provided, further that that no notification given by any party pursuant to this Section 5.9 shall (A) limit or otherwise affect any of the representations, warranties, covenants, obligations or conditions contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such notification shall affect party’s reliance on the representations, warranties, covenants or and agreements of made by the parties, the conditions to the obligations of the other parties under in this Agreement or the remedies available (D) be deemed to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice amend or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in supplement the Company Disclosure Schedule in connection with the transactions contemplated Letter or prevent or cure any misrepresentation, breach of warranty or breach of covenant by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsparty.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent Each party shall give prompt written notice to the Company, and the Company shall give prompt notice to the Parent, each other party of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Mergerhereby, (iib) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by hereby, (c) the occurrence, or failure to occur, of any event of which it becomes aware that has caused or could reasonably be expected to cause any representation or warranty of such party contained in this Agreement, Agreement that is qualified as to materiality being or becoming as of any time between the date of this Agreement and (iii) the Effective Time untrue or inaccurate at such time in any actions, suits, claims, investigations or proceedings instituted or threatened against the Company respect or any such representation or warranty that is not so qualified being or becoming as of its directorsany time between the date of this Agreement and the Effective Date untrue or inaccurate in any material respect, officers (d) the failure of it to comply with or Affiliatessatisfy in any material respect any obligation to be complied with or satisfied by it under this Agreement or (e) the commencement or threat of any Company Litigation or any other action, including by suit, investigation, inquiry or proceeding which relates to the consummation of the transactions contemplated hereby or the issuance of any stockholder of Order affecting the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or, to the extent known by the Company, any Company Managed Practice or any of their respective properties or assets, in either case which, if pending pending, threatened or issued, as the case may be, on or prior to the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactionsSection 3.1. The Company shall consult with the provide bi-weekly written updates to Parent on an aggregated basis regarding the defense status of negotiations between the Company, its Subsidiaries or settlement if known to the Company, the Company Managed Practices, on the one hand, and commercial entities, on the other hand, relating to the pricing for drugs or other pharmaceutical products for purposes of reimbursement. The delivery of any such actions, suits, claims, investigations or proceedings notice pursuant to this Section 5.9 is for informational purposes and shall consider not limit or otherwise affect the Parent’s views with respect remedies available hereunder to any party or parties receiving such actions, suits, claims, investigations or proceedingsnotice.

Notification of Certain Matters. Prior The Company shall give prompt notice to the Acceptance TimeParent and Acquisition, the and Parent and Acquisition shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of which event that such party has Knowledge that is reasonably expected believes would be likely to cause any representation of its representations or warranty warranties contained in this Agreement to become be untrue or inaccurate such that it is reasonably expected in any material respect at any time from the date hereof to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or Effective Time; (b) any material failure of the Company, Parent and the Purchaser or the CompanyAcquisition, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder; provided, however, that no failure to give such notification notice shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge not constitute a waiver of any of defense that may be validly asserted; (c) any notice or other written communication from any Contract Party terminating or threatening to terminate any contract or agreement with the following, notify the Parent of Company; (id) any notice or other communication from any Person alleging that the consent of such Person is governmental or may be required pursuant to any contract regulatory agency or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity authority in connection with the transactions contemplated by this Agreement, and ; (iiie) any actions, suits, claims, investigations or proceedings instituted commenced, or threatened against to the knowledge of Shareholder or the Company or any of its directorsthreatened, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entityagainst, relating to or involving or otherwise affecting the Company or any of its Subsidiaries whichthe Business that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant herein or that relate to the consummation of the transactions contemplated by this Agreement; and (f) any notice or other communication from any employee or Registered Representative of the Company that he or she intends to resign or retire as a result of the transactions contemplated by this Agreement or relating otherwise. Notwithstanding anything to the contrary, no notice given by either party shall relieve any breaches of such party under this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsAgreement.

Notification of Certain Matters. Prior to the Acceptance Time, the The Company and Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, promptly notify each other of (a) the occurrencediscovery of any fact or circumstance that, or failure to occur, the occurrence or non-occurrence of any eventevent the occurrence or non-occurrence of which, of which such party has Knowledge that would cause or is reasonably expected likely to cause result in any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and conditions to the Purchaser Merger or the Company, as the case may be, Charter Amendment set forth in Article VI not being satisfied or satisfaction of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementthose conditions being materially delayed; provided, however, that no such notification the delivery of any notice pursuant to this Section 5.9 shall affect the representationsnot (i) cure any breach of, warrantiesor non-compliance with, covenants or agreements any other provision of the parties, the conditions to the obligations of the parties under this Agreement or (ii) limit the remedies available to the party sending or receiving such notification. Without limiting notice; and (b) the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge receipt of any of the following, notify the Parent of (i) any notice or other written communication received from any Person alleging that the a material consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement. The Company shall promptly notify Parent if it receives written or material oral notice of any material action, and (iii) any actionssuit, suits, claims, investigations proceeding or proceedings instituted or threatened investigation brought against the Company it or any of its directors, officers Subsidiaries. The Company shall also promptly notify Parent if it receives comments from the SEC on any of its filings under the Securities Act or Affiliates, including by any stockholder of the Company, before any court Exchange Act or Governmental Entity, relating to or involving or otherwise affecting the Company if it or any of its Subsidiaries whichreceive any inquiry or communication from the SEC or any other Governmental Entity regarding its compliance with the Exchange Act, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement Securities Act or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactionsother securities laws. The Company shall consult will also keep Parent reasonably apprised of communications it receives from or discussions it has with any stockholder that (together with such stockholder’s Affiliates) beneficially owns 5% or more of the Parent regarding Common Shares or the defense or settlement of any such actionsPreferred Shares, suits, claims, investigations or proceedings and shall consider which discussions are reasonably expected to be material to obtaining the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsCompany Stockholder Approval.

Notification of Certain Matters. Prior The Company shall give prompt notice to the Acceptance TimeParent, the and Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (ai) the occurrence, or failure to occurnonoccurrence, of any event, of event which such party has Knowledge that is reasonably expected to would cause any representation or warranty contained in this Agreement to become be untrue or inaccurate such that it is in any material respect or which would result in any condition to the obligations of the parties hereunder not being satisfied, (ii) any change or event known to the Company which could reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (biii) any material failure of the Parent and the Purchaser by such party (or the CompanySub, as in the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge Parent) to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; providedhereunder, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (iiv) any notice or other communication from any Person person alleging that the consent of such Person person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the MergerAgreement, (iiv) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iiivi) any actionsmaterial Litigation commenced or, suits, claims, investigations or proceedings instituted or threatened against to the Company or any of its directors, officers or Affiliates, including by any stockholder knowledge of the Company, before any court or Governmental Entitythreatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries Subsidiaries; provided, however, that the delivery of any notice pursuant to this Section 5.3 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. If any event or matter arises after the date of this Agreement which, if pending on existing or occurring at the date of this Agreement, would have been required to have be set forth or described in the Company Disclosure Letter or which is necessary to correct any information in the Company Disclosure Letter which has been disclosed rendered inaccurate thereby, then the Company shall, for informational purposes only, promptly supplement, or amend, and deliver to Parent the Company Disclosure Letter which it has delivered pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsAgreement.

Notification of Certain Matters. Prior to During the Acceptance TimePre-Closing Period, the Parent Buyer shall give prompt notice to the Company, and the Company shall give prompt notice to the ParentBuyer, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that occurrence or failure to occur is 47 reasonably expected likely to cause any representation or warranty of such party contained in this Agreement to become be untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effectin any material respect, as in each case at any time from and after the case may be, date of this Agreement until the Acceptance Effective Time or (b) any material failure of the Parent Buyer and the Purchaser Transitory Subsidiary or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect . Notwithstanding the representations, warranties, covenants or agreements of the partiesabove, the conditions delivery of any notice pursuant to the obligations of the parties under this Agreement Section will not limit or otherwise affect the remedies available hereunder to the party receiving such notificationnotice or the conditions to such party’s obligation to consummate the Merger. Without limiting Notwithstanding the foregoingprior sentence, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of if (i) any such notice or other communication from relates to the occurrence of any Person alleging that event arising after the consent date of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement (without breach of Section 5.1 or is otherwise required to consummate the Offer or the MergerSection 6.1), (ii) any such notice or other communication from any Governmental Entity in connection with is delivered at least 5 days prior to the transactions contemplated by this AgreementClosing Date, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against such notice is accompanied by a written statement from the Company or any of its directors, officers or Affiliates, including by any stockholder informing the Buyer of the Company, before any court or Governmental Entity, relating ’s belief that the Buyer is entitled to or involving or otherwise affecting terminate this Agreement in accordance with the Company or any provisions of its Subsidiaries which, if pending Section 8.1(d) as a result of such notice (which statement shall be binding on the date Company) (such written statement, a “Company Termination Right Notice”) and (iv) the Buyer does not exercise such right prior to the Closing, then the information set forth in such notice shall constitute an amendment of the representation or warranty to which it relates for purpose of Article IX of this Agreement, would have been required Agreement such that the Buyer shall not be entitled to have been disclosed pursuant to indemnification under Article IX of this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actionsmatter to the extent of the information so disclosed. Within five Business Days of receipt of a Company Termination Right Notice, suitsthe Buyer shall provide written notice to the Company, claimswhich notice shall be binding on the Buyer, investigations pursuant to which the Buyer shall agree or proceedingsdispute that the Buyer is entitled to terminate this Agreement in accordance with the provisions of Section 8.1(d) as a result of such Company Termination Right Notice.

Notification of Certain Matters. Prior (a) From the date hereof until Closing, Company shall endeavor to the Acceptance Time, the Parent shall give prompt notice promptly notify Purchaser in writing if to the Company, and the Company shall give prompt notice to the Parent, of 's Knowledge: (ax) the occurrence, or failure to occur, of any event, condition, fact or circumstance has occurred, or existed on or prior to the date of which such party has Knowledge this Agreement and that is reasonably expected to cause caused or constitutes a breach of any representation or warranty contained made by Company in this Agreement; (y) any event, condition, fact or circumstance occurs, arises or exists after the date of this Agreement and that would cause or constitute a breach of any representation or warranty made by Company in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of if (i) any notice such representation or other communication from any Person alleging that warranty had been made as of the consent time of the occurrence, existence or discovery of such Person is event, condition, fact or may be required pursuant to any contract circumstance, or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice such event, condition, fact or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreementcircumstance had occurred, and (iii) any actions, suits, claims, investigations arisen or proceedings instituted existed on or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating prior to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement; and (c) any material breach of any covenant or obligation of Company. If any event, would have been condition, fact or circumstance arises after the date of this Agreement that is required to have been be disclosed pursuant to this Agreement Section 4.04 and requires any change in the Disclosure Schedules, or relating if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Company shall promptly deliver to Purchaser an update to the Disclosure Schedule specifying such change and, when accepted by Purchaser, such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any representation or warranty made by Company in this Agreement or the transactions contemplated herebyany closing certificate, or seeking damages or discovery (ii) determining whether any of the conditions set forth in connection Article V has been satisfied, unless in accordance with Section 5.07 such transactions. The Company shall consult with update is not accepted by the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsPurchaser.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall Bowmxx xxxll give prompt written notice to the Company, and the Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of EDI if any of the following, notify following occur after the Parent date of this Agreement: (i) any notice of, or other communication relating to, a default or Event which, with notice or lapse of time or both, would become a default under any Bowmxx Xxxerial Contract which could reasonably be expected to have a Bowmxx Xxxerial Adverse Effect; (ii) receipt of any notice or other communication in writing from any Person third party alleging that the consent Consent of such Person third party is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and provided that such Consent would have been required to have been disclosed in this Agreement; (iii) receipt of any actionsmaterial notice or other communication from any Governmental Authority (including, suits, claims, investigations but not limited to the American Stock Exchange or proceedings instituted any other securities exchange) in connection with the transactions contemplated by this Agreement; (iv) the occurrence of an Event which could reasonably be expected to have a Bowmxx Xxxerial Adverse Effect; (v) the commencement or threatened against the Company threat of any Litigation involving or affecting Bowmxx xx any Bowmxx Xxxsidiary or any of their respective properties or assets, or, to its directorsknowledge, officers any employee, agent, director or Affiliatesofficer, including by in his or her capacity as such, of Bowmxx xx any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries Bowmxx Xxxsidiary which, if pending on the date of this Agreementhereof, would have been required to have been disclosed in this Agreement or which relates to the consummation of the Merger or any material development in connection with any Litigation disclosed by Bowmxx xx or pursuant to this Agreement or relating the Bowmxx Xxxurities Filings; and (vi) the occurrence of any Event that could reasonably be expected to cause a breach by Bowmxx xx any provision of this Agreement or a Bowmxx Xxxillary Agreement, including such a breach that could occur if such Event had taken place on or prior to the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement date of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsthis Agreement.

Notification of Certain Matters. Prior to From the Acceptance Timedate hereof through the ------------------------------- Closing, the Buyer or Parent shall give prompt notice to the Company, Sellers and the Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of event which such party has Knowledge that is reasonably expected occurrence or failure would be likely to cause any representation or warranty of the Buyer or Parent contained in this Agreement or in any exhibit or schedule hereto to become be untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or in any material respect and (b) any material failure of the Buyer or Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this AgreementAgreement or any exhibit or schedule hereto; provided, however, that no such notification disclosure shall affect not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition. From the date hereof through the Closing, Sellers (except for the Excluded Stockholders, other than with respect to their respective representations, warrantieswarranties and covenants) and the Company shall give prompt notice to Buyer or Parent of (a) the occurrence, covenants or agreements failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of the partiesSellers or Company contained in this Agreement or in any exhibit or schedule hereto to be untrue or inaccurate in any material respect and (b) any failure of Sellers or Company to comply with or satisfy any covenant, the conditions condition or agreement to the obligations of the parties be complied with or satisfied by it under this Agreement or the remedies available any exhibit or schedule hereto; provided, however, that such disclosure shall not be deemed to the party receiving such notification. Without limiting the foregoingcure any breach of a representation, the Company shallwarranty, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract covenant or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) satisfy any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingscondition.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the The Company shall give prompt notice to Purchaser if any of the Parent, following occur after the date of this Agreement: (ai) the occurrence, or failure to occur, of any event, of which such party there has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have been a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser Company or the Company, as the case may be, or any of any officer, director, employee or agent thereof, of which such party has Knowledge its representatives to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementor them hereunder; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements (ii) receipt of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication in writing from any Person alleging that the consent Consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and ; (iii) receipt of any actionsmaterial notice or other communication from any Governmental Authority (including, suitsbut not limited to, claimsthe NASD or any securities exchange) in connection with the transactions contemplated by this Agreement; (iv) the occurrence of an event which would reasonably be expected to have a Material Adverse Effect or that would otherwise reasonably be expected to cause a condition in Article VII or Annex A not to be satisfied; or (v) a material allegation of breach or non-performance or material dispute with regard to payment, investigations under any Material Contract; (vi) the denial of any material insurance coverage, or proceedings instituted reservation of rights with respect to a material claim; (vii) refusal to issue or threatened against replace any material surety bond or performance bond or any material surety bond or performance bond facility; (viii) any material claim, dispute or controversy with any Material Customer or any Material Supplier, or any notice from any Material Customer or any Material Supplier that such Material Customer or Material Supplier, as the case may be, intends to terminate or materially reduce its business with any Business Unit or (ix) the commencement or receipt of a threat in writing of any Litigation involving or affecting the Company or any of its directorsSubsidiaries, officers or Affiliatesany of their respective properties or assets, including by any stockholder or, to the Knowledge of the Company, before any court employee, agent, director or Governmental Entityofficer, relating to in his or involving or otherwise affecting her capacity as such, of the Company or any of its Subsidiaries which, if pending on the date of this Agreementhereof, would have been required to have been disclosed pursuant to in this Agreement or relating which relates to the consummation of the Offer or the Merger. No such notice to Purchaser shall be deemed to constitute an amendment of the Disclosure Letter or to have any effect on the determination of whether or not any of the conditions to Closing or to the consummation of the Offer have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingshave been breached.

Notification of Certain Matters. Prior to From the Acceptance Timedate hereof through the earlier of the Closing Date or the date of termination of this Agreement in accordance with ARTICLE VII, the Parent Sellers shall give prompt notice to Buyer, and Buyer shall give prompt notice to the Company, and the Company shall give prompt notice to the ParentSellers, of (a) the occurrence, or failure to occur, occurrence of any eventevent known to it which would reasonably be expected to, individually or in the aggregate, (i) in the case of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained the Sellers, result in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect Change or Parent Seller Material Adverse EffectChange, or, in the case of Buyer, significantly impair or delay the consummation of the transactions contemplated hereby or by any Transaction Document, or (ii) cause any condition set forth in ARTICLE VI to be unsatisfied at any time prior to the Closing Date or incapable of being satisfied or delay or frustrate the Closing in any respect; (b) any Action or Proceeding pending or, to the Knowledge of the Sellers or the Knowledge of Buyer (as the case may be), until threatened, which questions or challenges the Acceptance Time validity of this Agreement or seeks to enjoin the consummation of the transactions contemplated hereby; or (bc) any material failure of the Parent and the Purchaser fact or the Company, as the case may be, circumstance that would result in any breach or inaccuracy of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it Party’s representations and warranties under this Agreement; provided, however, that no such notification the delivery of any notice pursuant to this Section 5.4 shall not (A) qualify, modify, amend or otherwise affect the any representations, warranties, covenants or other agreements of the partiesany party hereto set forth in this Agreement, the conditions to the obligations of the parties under this Agreement any Transaction Document, or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice certificate or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule instrument delivered in connection with the transactions contemplated by this Agreement hereby and the other transactions contemplated hereby or is otherwise required to consummate the Offer or the Mergerthereby, (iiB) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving amend or otherwise affecting affect the Company or Disclosure Schedules hereto, (C) waive any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated herebyapplicable closing condition, or seeking damages (D) limit or discovery in connection with otherwise affect the remedies available hereunder to the party receiving such transactions. The Company notice, nor shall consult with the Parent regarding the defense or settlement of any party giving such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views notice be prejudiced with respect to any such actions, suits, claims, investigations or proceedingsmatters solely by virtue of having given such notice.

Notification of Certain Matters. Prior The Company shall give prompt notice to the Acceptance TimeParent and Purchaser, the and Parent and Purchaser shall give prompt notice to the Company, and of the Company shall give prompt notice to the Parent, of (ai) the occurrence, occurrence or failure to occur, non-occurrence of any event, of which such party has Knowledge that is reasonably expected to cause any representation event whose occurrence or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effectnon-occurrence, as the case may be, until would be likely to cause (x) any representation or warranty of the Acceptance Time notifying party contained in this Agreement to be untrue or inaccurate as if made as of any time prior to the Effective Time, such that the applicable conditions to closing set forth in Article VII would fail to be satisfied or (by) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement of the notifying party contained in this Agreement not to be complied with or satisfied by it under this Agreement; provided, however, such that no such notification shall affect the representations, warranties, covenants applicable condition to closing 31344360_15 set forth in Article VII would fail to be satisfied. or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (iii) any notice or other communication received by such party from any Governmental Entity in connection with this Agreement, the Merger or the Transactions, or from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer Merger or the MergerTransactions, (ii) any notice if the subject matter of such communication or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreementfailure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent and (iiiv) any actions, suits, claims, investigations or proceedings instituted or commenced or, to such party’s knowledge, threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entityagainst, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of such party which relate to this Agreement, would have been required to have been disclosed the Merger or the Transactions, provided, however, that the delivery of any notice pursuant to this Agreement Section 6.1 shall not limit or relating otherwise affect the remedies available hereunder to this Agreement the party receiving such notice or the transactions contemplated herebyrepresentations or warranties of the parties, or seeking damages the conditions to the obligations of the parties hereto or discovery otherwise be deemed to be an admission of a Company Material Adverse Effect or, unless expressly stated therein, a breach of a covenant, condition, agreement or representation or warranty contained in connection with such transactionsthis Agreement. The Parent shall notify the Company shall consult with the Parent regarding the defense or settlement promptly of any such actions, suits, claims, investigations breach of the Equity Commitment Letter or proceedings any event or circumstance that occurs that materially adversely impacts Parents and shall consider Purchaser’s ability to finance the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsMerger.

Notification of Certain Matters. Prior During the period from the Execution Date to the Acceptance Timeearlier of the Closing and the date that this Agreement is terminated in accordance with its terms, the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Buyer and Buyer shall give prompt notice (upon becoming aware of any of the Parent, following) to the Company of (ai) the occurrence, or failure to occur, of any eventevent which occurrence or failure has caused any of the Owners’, of which such party has Knowledge that is reasonably expected to cause any representation the Sellers’ or warranty Buyer’s respective representations or warranties contained in this Agreement to become be untrue or inaccurate such in any material respect, (ii) the receipt of any written, or to the Company’s knowledge, oral notice of termination from any single patient, referral source or Company Payment Program that it accounts for annual revenue of Two Hundred Fifty Thousand Dollars ($250,000.00) or more for the Company and its Subsidiaries over the past year, (iii) the occurrence of any material damage, destruction or other casualty loss with respect to material property owned by the Company or its Subsidiaries that is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effectnot covered by insurance, as the case may be, until the Acceptance Time or (biv) any material failure of the Parent and Sellers, the Purchaser Owners or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge Buyer to comply with or satisfy any covenantof its respective covenants, condition conditions or agreement agreements to be complied with or satisfied by it under this Agreement; provided, however, that no except as set forth in this Section 3C, such notification notice shall affect the representationsnot be deemed to cure any breach of a representation, warrantieswarranty, covenants covenant or agreements of the partiesagreement, the conditions or to satisfy any condition. At any time, and from time to time on or prior to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoingClosing Date, the Company shallmay supplement or amend the Company Disclosure Letter (any such supplement or amendment, within twenty-four a “Disclosure Update”). No Disclosure Update (24other than to Section 5H(iii) hours after it has actual Knowledge of any of the followingCompany Disclosure Letter made within thirty (30) days following the date hereof (a “5H Update”) shall be deemed to supplement or amend the Company Disclosure Letter for the purpose of determining whether the condition set forth in Section 2B(i) has been satisfied . For purposes of Article 10, notify (x) the Parent Company Disclosure Letter will not be deemed supplemented or amended by any fact or circumstance set forth in a Disclosure Update which exists as of (i) any notice or other communication from any Person alleging that the consent of Execution Date which such Person is or may matter was required to be required pursuant to any contract or agreement listed set forth in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder Letter as of the CompanyExecution Date in order to cause the representations and warranties of the Sellers to be true as of the Execution Date and, before any court or Governmental Entityaccordingly, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on Buyer Indemnified Parties shall not be barred from seeking indemnity after the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views Closing with respect to such actionsDisclosure Update (other than a 5H Update), suitsexcept that no Buyer Indemnified Party may allege fraud against any Owner or any Seller with respect to such Disclosure Update, claimsand (y) the Company Disclosure Letter will be deemed supplemented and amended by any fact or circumstance which arises after the Execution Date or was not required to be set forth in the Company Disclosure Letter in order to cause the representations and warranties of the Sellers to be true as of the Execution Date and, investigations or proceedingsaccordingly, the Buyer Indemnified Parties shall be barred from seeking indemnity with respect thereto.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent (a) Concentra shall give prompt written notice to the Company, and the Company shall give prompt notice to the Parent, of Coventry of: (ai) the occurrence, or failure to occur, of any event, condition, fact or circumstance of which such party it has Knowledge that is would be reasonably expected likely to cause any representation or warranty of Concentra and the Sellers contained in this Agreement or in any other Transaction Agreement to become be untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) in any material respect at any time from the date of this Agreement to the Closing determined as if such representation or warranty were made at such time, (ii) the failure of the Parent and the Purchaser Concentra or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge Sellers to comply with or satisfy in any covenant, condition or agreement material respect any covenant to be complied with or satisfied by it under this Agreement; providedhereunder, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (iiii) any written notice or other written communication from any Person alleging that the consent Consent of such Person person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, and (iiiv) any written notice or other written communication from any Governmental Entity Authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations . No such notification shall affect the representations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder warranties of the CompanyParties or the conditions to their respective obligations hereunder. Solely to the extent such disclosure under clause (i) above relates to an event, before any court condition, fact or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on circumstance that first occurs after the date of this AgreementAgreement and which results in a breach of a representation or warranty, would Concentra shall be entitled to make such disclosures in the form of updates and/or modifications to the Concentra Disclosure Letter. In the event Concentra acknowledges in writing that such update gives rise to a termination right by Coventry under ARTICLE XI and Coventry nevertheless waives or fails to timely exercise its right to terminate as set forth below, such update shall amend and supplement the appropriate Sections of the Concentra Disclosure Letter previously delivered solely for the purposes of ARTICLE XII only; provided, however, that in no event shall such updates amend the Concentra Disclosure Letter for the purpose of determining whether any of the conditions set forth in Section 10.2 have been required satisfied, except to the extent set forth in the following sentence. Notwithstanding any provision in this Agreement to the contrary, unless Coventry and Buyer provides Concentra and the Sellers with a written termination notice pursuant to ARTICLE XI within five business days following the later to occur of (i) the receipt of reasonably detailed supporting information relating to the matters described in such update or (ii) the expiration of any applicable Cure Period in respect of a breach described in an updated Concentra Disclosure Letter delivered pursuant to the preceding sentence, Coventry, solely with respect to the breach(es) described in the update to the Concentra Disclosure Letter, shall be deemed to have been disclosed pursuant waived its right to terminate this Agreement or relating to this Agreement or prevent the consummation of the transactions contemplated herebyby this Agreement pursuant to ARTICLE XI or Section 10.2, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsas applicable.

Notification of Certain Matters. Prior to During the Acceptance TimePre-Closing Period, the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parentpromptly notify Parent (and, of (aif in writing, furnish copies of) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of if any of the following, notify the Parent of following occurs: (ia) any notice or other communication is received from any Person alleging that the consent Consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with any of the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, Contemplated Transactions; (iib) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened Legal Proceeding against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or its Subsidiaries is commenced, or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries or, to the Knowledge of the Company, any director, officer or Key Employee of the Company or its Subsidiaries; (c) the Company becomes aware of any inaccuracy in any representation or warranty made by it in this Agreement; or (d) the failure of the Company to comply with any covenant or obligation of the Company; in each case that could reasonably be expected to make the timely satisfaction of any of the conditions set forth in Articles 6, 7 and 8, as applicable, impossible or materially less likely. No notification given to Parent pursuant to this Section 4.6 shall change, limit or otherwise affect any of the representations, warranties, covenants or obligations of the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to contained in this Agreement or the transactions contemplated herebyCompany Disclosure Schedule for purposes of Articles 6, 7 and 8, as applicable. During the Pre-Closing Period, Parent shall promptly notify the Company (and, if in writing, furnish copies of) if any of the following occurs: (a) any notice or seeking damages other communication is received from any Person alleging that the Consent of such Person is or discovery may be required in connection with such transactionsany of the Contemplated Transactions; (b) any Legal Proceeding against or involving or otherwise affecting Parent or its Subsidiaries is commenced, or, to the Knowledge of Parent, threatened against Parent or its Subsidiaries or, to the Knowledge of Parent, any director, officer or Key Employee of Parent or its Subsidiaries; (c) Parent becomes aware of any inaccuracy in any representation or warranty made by it in this Agreement; or (d) the failure of Parent to comply with any covenant or obligation of Parent; in each case that could reasonably be expected to make the timely satisfaction of any of the conditions set forth in Articles 6, 7 and 8, as applicable, impossible or materially less likely. The No notification given to Company pursuant to this Section 4.6 shall consult with change, limit or otherwise affect any of the representations, warranties, covenants or obligations of Parent or any of its Subsidiaries contained in this Agreement or the Parent regarding the defense or settlement Disclosure Schedule for purposes of any such actionsArticles 6, suits7 and 8, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsas applicable.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent The Owner shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, Apple of (a) the occurrence, existence or failure to occur, occurrence of any event, each condition or state of facts which such party has Knowledge that is will or reasonably could be expected to cause any representation or warranty of the Owner contained in this Agreement herein to become be untrue or inaccurate such that it is reasonably expected incorrect in any material respect at or prior to have a Company Material Adverse Effect the Closing or Parent Material Adverse Effect, as on the case may be, until the Acceptance Time or IPO Closing Date and (b) any material failure of the Parent Owner to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the Owner hereunder, provided that no such notice shall be required until Apple shall give notice to the Owner of the date scheduled for the Closing with respect to the occurrence in the ordinary course of business and consistent with past practice of the Purchaser or the Company, as the case may be, or Owner of any officer, director, employee condition or agent thereof, state of facts which such party has Knowledge would cause any Sections of the Disclosure Statement to be incorrect. Apple shall give prompt notice to the Owner of (a) the existence or occurrence of each condition or state of facts which will or reasonably could be expected to cause any representation or warranty of Apple contained herein to be untrue or inaccurate at or prior to the Closing or on the IPO Closing Date and (b) any material failure of Apple to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under hereunder. The delivery of any notice pursuant to this Agreement; provided, however, that no such notification Section 6.07 shall affect not be deemed to (a) modify the representations, warranties, covenants representations or agreements warranties herein of the partiesparty delivering that notice, or any other party, which modification may be made only pursuant to Section 6.08, (b) modify the conditions to the obligations of the parties under this Agreement set forth in Article VII or (c) limit or otherwise affect the remedies available hereunder to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsnotice.

Notification of Certain Matters. Prior to From the Acceptance Agreement Date until the Effective Time, the Parent Company shall give prompt notice to the Companypromptly, and the Company shall give prompt notice to the Parent, of in any event within two (a2) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Business Days notify Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (bi) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of if any of the following, notify the Parent of (i) Acquired Companies receives any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, ; (ii) if any of the Acquired Companies receives any notice or other communication from any Governmental Entity Body in connection with the transactions contemplated by this Agreement, and Merger; or (iii) if any actions, suits, claims, investigations change or proceedings instituted circumstance occurs that could reasonably be expected to delay or threatened against impede the ability of the Company to perform its obligations pursuant to this Agreement and to effect the consummation of the Merger and the other Transactions. Prior to the Closing, and except with respect to any matters already disclosed to Parent pursuant to the preceding sentence, the Company shall notify Parent if any change or circumstance occurs (or fails to occur) or any of its directorsthe Acquired Companies receives any notice or other communication that, officers had it occurred on or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been be disclosed to Parent pursuant to Article II of this Agreement. From the Agreement Date until the Effective Time, Parent shall promptly, and in any event within two (2) Business Days, notify the Company (i) if Parent or Merger Sub receives any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger; (ii) if Parent or Merger Sub receives any notice or other communication from any Governmental Body in connection with the Merger; or (iii) if any change or circumstance occurs that could reasonably be expected to delay or impede the ability of the Parent or Merger Sub to perform their respective obligations pursuant to this Agreement or relating and to effect the consummation of the Merger and the other Transactions. The delivery of any notice pursuant to this Agreement Section 5.10 shall not limit or otherwise affect any remedies available to the transactions contemplated herebyParty receiving such notice or affect the representations, warranties, covenants or seeking damages agreements of the Parties or discovery in connection with such transactions. The Company shall consult with conditions to the Parent regarding obligation of the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsParties under this Agreement.

Notification of Certain Matters. Prior to The Company shall, and shall cause each of the Acceptance TimeCompany Subsidiaries to, the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, Parent of (a) the occurrence, or failure to occur, of any event, of event which such party has Knowledge that is would reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or ; (b) the occurrence or nonoccurrence of any material event, the occurrence or non-occurrence of which is reasonably likely to cause any representation or warranty of the Company in this Agreement to be untrue or incomplete at or prior to the Effective Time; (c) any failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (id) any notice or other communication from any Governmental Authority in connection with the Transactions; (e) any notice from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, Transactions; and (iif) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted Action commenced or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entityagainst, relating to or involving or otherwise affecting the Company’s business or that relates to the consummation of the Transactions. Except as provided in this Section 5.9, any such disclosure shall not constitute an exception to the representations and warranties set forth in Article 2, shall not limit the rights of Parent under this Agreement for any breach by the Company of such representations and warranties, including, under Article 7 and Article 8, and shall not have the effect of satisfying any of the conditions to obligations of Parent set forth in Sections 6.1 and 6.2, provided, that (A) if (1) such disclosure by the Company or any of its Company Subsidiaries whichis made in order to set forth any matter, if pending on fact or item first occurring or arising after the date of hereof and (2) Parent has the right to, but does not elect to, terminate this AgreementAgreement in accordance with Section 8.1, would have been required then from and after the Closing, Parent or the Company, shall be deemed to have been disclosed pursuant irrevocably waived its right to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views indemnification under Article 7 with respect to such actionsmatter; or (B) if such disclosure is made in order to set forth any matter, suitsfact or item first occurring or arising on or prior to the date hereof, claimsthen from and after the Closing, investigations Parent shall have the right to indemnification pursuant to Article 7 with respect to such matter, and the applicable representation and warranty (and related schedule in the Company Disclosure Schedule) shall be read for purposes of Article 7 as if such disclosure had not been made by the Company or proceedingsCompany Subsidiary, as applicable, hereunder.

Notification of Certain Matters. Prior The Company shall give prompt notice to the Acceptance TimeParent and Merger Sub, the and Parent and Merger Sub shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) the occurrence, occurrence or failure to occur, non-occurrence of any eventfact, of which such party has Knowledge that is reasonably expected event or circumstance whose occurrence or nonoccurrence would be likely to cause any representation or warranty of such party contained in this Agreement to become be untrue or inaccurate such that it is reasonably expected at any time from the date hereof to have a Company Material Adverse Effect or Parent Material Adverse Effectthe Effective Time, as the case may be, until the Acceptance Time or (b) any material failure of the Company, Parent and the Purchaser or the CompanyMerger Sub, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy in all material respects any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; providedhereunder, however(c) the occurrence or non-occurrence of any fact, that no such notification shall affect event or circumstance which, individually or in the representationsaggregate, warrantiesis reasonably likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, (d) receipt by the Company shall, within twenty-four (24) hours after it has actual Knowledge of or Parent or any of their respective Subsidiaries, as the followingcase may be, notify the Parent of (i) any notice or other written communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the MergerAgreement, (iie) receipt by the Company or Parent or any of their respective Subsidiaries, as the case may be, of any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iiif) any actions, suits, claims, investigations or proceedings instituted or threatened against receipt by the Company or Parent or any of its directorstheir respective Subsidiaries, officers as the case may be, of any notice or Affiliates, including by other communication regarding any stockholder pending or threatened Proceedings of the Companytype required to be disclosed in Section 2.8 or Section 3.8; and (g) any event or occurrence that would be reasonably likely to prevent the satisfaction of any of the conditions set forth in Article VI, before provided, however, that the delivery of any court or Governmental Entity, relating notice pursuant to or involving this Section 5.6 shall not limit or otherwise affecting affect the Company remedies available hereunder to the party receiving such notice. From the date hereof to the Effective Time, each party shall furnish promptly to the other parties (i) copies of all reports, schedules, and other documents filed or received by it or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed during such period pursuant to this Agreement or relating to this Agreement or the requirements of the securities Laws, and (ii) copies of all filings made with any Governmental Entities in connection with the transactions contemplated hereby, or seeking damages or discovery in connection with by this Agreement and copies of all written communications received from such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsGovernmental Entities related thereto.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and Company if any of the Company shall give prompt following occur from the date of this Restated Agreement through the Closing Date: (i) any notice to the Parent, of (a) the occurrenceof, or failure to occurother communication relating to, a default or Event which, with notice or lapse of time or both, would become a default under any event, of Parent Material Contract which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to could have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or ; (bii) any material failure receipt of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person third party alleging that the consent Consent of such Person third party is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, Restated Agreement; (iiiii) receipt of any material notice or other communication from any Governmental Entity regulatory authority (including, but not limited to, the NYSE or any other securities exchange) in connection with the transactions contemplated by this Restated Agreement, and ; (iiiiv) receipt of any actions, suits, claims, investigations notice of or proceedings instituted other communication regarding or threatened against otherwise obtaining knowledge of an Event which would have a Parent Material Adverse Effect; (v) receipt of any notice of or other communication regarding or otherwise obtaining knowledge of the Company commencement or threat of which Parent has knowledge of any Litigation involving or affecting Parent or any Parent subsidiary or any of their respective properties or assets, or, to its directorsknowledge, officers any employee, agent, director or Affiliatesofficer, including by any stockholder in his or her capacity as such, of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company Parent or any of its Subsidiaries Parent subsidiary which, if pending on the date of this Agreementhereof, would have been required to have been disclosed pursuant to SECTION 3.7; (vi) receipt of any notice of or other communication regarding or otherwise obtaining knowledge of any Event that could cause a breach by Parent of any provision of this Restated Agreement or relating a Parent Transaction Agreement, including such a breach that could occur if such Event had taken place on or prior to the date of this Agreement Restated Agreement; and (vii) amendment, modification or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement waiver of any such actions, suits, claims, investigations or proceedings and shall consider provision of the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsIonex Agreement referenced on SCHEDULE 3.7 hereto.

Notification of Certain Matters. Prior to The Purchaser and the Acceptance TimePurchaser Sub, on the Parent one hand, and the Seller, on the other hand, shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, other of (a) the occurrence, occurrence or failure to occur, its knowledge of any event, event or condition that would cause any of which such party has Knowledge that is reasonably expected its representations or warranties set forth in this Agreement not to cause be true and correct in all material respects as of the date of this Agreement or as of the Effective Time (except as to any representation or warranty contained which specifically relates to an earlier date), or any of its obligations set forth in this Agreement required to become untrue be performed at or inaccurate prior to the Effective Time not to be performed in all material respects at or prior to the Effective Time (any such that it notice, a "Supplemental Disclosure Schedule "), including without limitation, any event, condition, change or occurrence which individually or in the aggregate has, or which, so far as reasonably can be foreseen at the time of its occurrence, is reasonably expected likely to have result in a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or on it; and (b) any material failure action of a third party of which it receives notice that might reasonably be expected to prevent or materially delay the consummation of the Parent and the Purchaser or the Companytransactions contemplated hereby, as the case may beincluding, or of any officerwithout limitation, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person third party alleging that the consent of such Person third party is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement. Any Supplemental Disclosure Schedule given by the Seller to the Purchaser shall be deemed to amend the Disclosure Schedule and, unless the Purchaser, by written notice to the Seller given within fifteen (15) business days of its receipt of such Supplemental Disclosure Schedule, exercises any right of termination it may then have under Section 6.1(b), the Purchaser shall thereafter be deemed to have permanently and irrevocably waived (iiion behalf of itself and its Subsidiaries) (i) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company right of termination (or any other rights or remedies) arising out of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to the events or conditions described in such actionsSupplemental Disclosure Schedule; and (ii) any contribution of such events or conditions towards the occurrence of a Material Adverse Effect; provided, suits, claims, investigations that no such waiver shall exist with respect to the cumulation of such events or proceedingsconditions with any other events or conditions described in any subsequent Supplemental Disclosure Schedule for purposes of determining the occurrence of a Material Adverse Effect.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the The Company shall give prompt notice to Purchaser if any of the Parent, following occur after the date of this Agreement: (ai) the occurrence, or failure to occur, of any event, of which such party there has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have been a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser Company or the Company, as the case may be, or any of any officer, director, employee or agent thereof, of which such party has Knowledge its representatives to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementor them hereunder; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements (ii) receipt Table of the parties, the conditions to the obligations Contents of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication in writing from any Person alleging that the consent Consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and ; (iii) receipt of any actionsmaterial notice or other communication from any Governmental Authority (including, suitsbut not limited to, claimsthe NASD or any securities exchange) in connection with the transactions contemplated by this Agreement; (iv) the occurrence of an event which would reasonably be expected to have a Material Adverse Effect or that would otherwise reasonably be expected to cause a condition in Article VII or Annex A not to be satisfied; or (v) a material allegation of breach or non-performance or material dispute with regard to payment, investigations under any Material Contract; (vi) the denial of any material insurance coverage, or proceedings instituted reservation of rights with respect to a material claim; (vii) refusal to issue or threatened against replace any material surety bond or performance bond or any material surety bond or performance bond facility; (viii) any material claim, dispute or controversy with any Material Customer or any Material Supplier, or any notice from any Material Customer or any Material Supplier that such Material Customer or Material Supplier, as the case may be, intends to terminate or materially reduce its business with any Business Unit or (ix) the commencement or receipt of a threat in writing of any Litigation involving or affecting the Company or any of its directorsSubsidiaries, officers or Affiliatesany of their respective properties or assets, including by any stockholder or, to the Knowledge of the Company, before any court employee, agent, director or Governmental Entityofficer, relating to in his or involving or otherwise affecting her capacity as such, of the Company or any of its Subsidiaries which, if pending on the date of this Agreementhereof, would have been required to have been disclosed pursuant to in this Agreement or relating which relates to the consummation of the Offer or the Merger. No such notice to Purchaser shall be deemed to constitute an amendment of the Disclosure Letter or to have any effect on the determination of whether or not any of the conditions to Closing or to the consummation of the Offer have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingshave been breached.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) the occurrenceThe Company will promptly (and, or failure to occur, of in any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained within ten (10) days) notify Purchaser in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of writing of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, Agreement; (ii) any notice or other communication from any Governmental Entity Body, or any Action by any Governmental Body, related to or in connection with the transactions contemplated by this Agreement (including that may restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement, and ); (iii) the discovery of any actionsvariances from, suitsor the existence or occurrence of any event, claimsfact or circumstance arising after the execution of this Agreement that would reasonably be expected to cause, investigations or proceedings instituted or threatened against the Company or any of its directorsthe representations and warranties contained in A rticle III to be untrue or inaccurate such that the condition set forth in Section 7.2(a) will not be satisfied; and (iv) any event that has had, officers or Affiliatesis reasonably expected to have, including by a Material Adverse Effect or would otherwise cause, or reasonably be expected to cause, the failure of any stockholder condition to Closing for the benefit of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting Purchaser set forth in Article VII. If the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement subject matter of any such actionsnotification required by the previous sentence requires any change in the Schedules, suitsthe Company shall deliver to Purchaser prior to the Closing a supplement to such Schedule (the U pdated Schedules p rovided that in no event will any Updated Schedule serve to amend, claimssupplement or modify the Schedules for purposes of Section 7.2(a) or otherwise determining whether any condition set forth in Article VII was or has been satisfied or any statement set forth Section 2.3(f) was or is true and correct; provided further that if the Closing occurs, investigations or proceedings and shall consider the Parent’s views Updated Schedules will (other than in respect of any claim for Fraud with respect to (x) the representations and warranties Section 2.3(f)) be considered and deemed to be part of the Schedules for all purposes under this Agreement and each reference in this Agreement to a particular Schedule will mean such actionsSchedule in, suitsor as updated by, claims, investigations or proceedingsthe Updated Schedules.

Notification of Certain Matters. Prior to The Company shall promptly notify Parent of (i) the Acceptance Time, the Parent shall give prompt notice to the Company, and occurrence or non-occurrence of any fact or event of which the Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is would be reasonably expected likely (A) to cause any representation or warranty of the Company, any of its Subsidiaries and/or each of the Company Shareholders contained in this Agreement or any Ancillary Agreements to become be untrue or inaccurate such that it is reasonably expected incorrect in any material respect at any time from the date hereof to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time Closing Date or (bB) to cause any covenant, condition or agreement of the Company, any of its Subsidiaries and/or each of the Company Shareholders in this Agreement or any Ancillary Agreements not to be complied with or satisfied in any material respect and (ii) any material failure of the Parent and the Purchaser or the Company, as any of its Subsidiaries and/or each of the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge Company Shareholders to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder or thereunder in any material respect; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements right of Parent to rely on the representations and warranties of the partiesCompany in this Agreement prior to the Closing, or the conditions to the obligations of the parties under this Agreement Parent, or the remedies available hereunder or thereunder to Parent prior to the party receiving such notificationClosing. Without limiting the foregoing, If the Company shallor any Company Shareholder provides Parent with such a notice, within twenty-four which shall be reasonably detailed, and Parent chooses to proceed to Closing, then notwithstanding the foregoing or any other provision of this Agreement, unless the Company and the Parent otherwise agree in writing (24a) hours after it has actual Knowledge of any the Company and the Company Shareholders shall not be deemed to have breached or violated this Agreement as a result and to the extent of the followinginformation contained in any such notice; and (b) the Company Shareholders shall have no liability or obligation, notify and Parent Indemnified Parties shall not have the right to be indemnified or to pursue any other claim or cause of action, for any matter contained in the notice. The Company, each of its Subsidiaries and/or each of the Company Shareholders shall give prompt notice to Parent of (i) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Ancillary Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedings.

Notification of Certain Matters. (a) Prior to the Acceptance TimeClosing, the Parent each Party shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of other Parties of: (ai) the occurrence, any Proceeding commenced or failure to occur, threatened in writing wherein an unfavorable Decree would (A) prevent consummation of any event, of which such party has Knowledge that is reasonably expected to the transactions contemplated by this Agreement or (B) cause any representation or warranty contained in of the transactions contemplated by this Agreement to become untrue be rescinded following consummation, or inaccurate such that it is reasonably expected would have been required to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or been disclosed pursuant to Section 5.18; (bii) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which by such party has Knowledge Party to comply with or satisfy satisfy, in any material respect, any covenant, agreement or condition or agreement to Closing to be complied with or satisfied by it under this Agreement; provided(iii) any information, however, development or state of affairs that no such notification shall affect the representations, warranties, covenants arises or agreements of the parties, the conditions to the obligations of the parties under this Agreement which it becomes aware which would cause or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge result in a breach of any of the following, notify representations and warranties of such Party set forth in this Agreement; (iv) any notice or other communications from any Governmental Authority in connection with the Parent of transactions contemplated by this Agreement; (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, ; and (iiivi) any actionsfact, suitscircumstance, claimsevent or action, investigations the existence, occurrence or proceedings instituted taking of which (A) has had, or threatened against could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by the Holding Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of its directorsthe conditions set forth in Sections 7.1 or 7.2 to be satisfied. Furthermore, officers the Holding Company will supplement or Affiliates, including by amend the Disclosure Schedule with respect to any stockholder matter arising or discovered after the date of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries this Agreement which, if pending on existing or occurring at the date of this Agreement, would have been required to have been disclosed pursuant be set forth or described in the Disclosure Schedule, other than matters contemplated to occur by this Agreement or relating to this Agreement or that arise in the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement Ordinary Course of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsBusiness.

Notification of Certain Matters. Prior to Each of the Acceptance Time, the Parent Company or Purchaser shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of other if any of the following, notify following occurs after the Parent date of this Agreement (provided Purchaser need not give notice with respect to the events described in clauses (i) or (v)): (i) any written notice, or other written communication that the Company or any Company Subsidiary receives, of which the Company obtains knowledge, relating to a material default or Event which, with notice or lapse of time or both, would be reasonably likely to become a material default under any Significant Contract; (ii) any receipt by it or any of its Subsidiaries of any written notice or other written communication from any Person of which the Company or Purchaser, as applicable, obtains knowledge alleging that the consent Consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the Merger and the other transactions contemplated by this Agreement if such Consent is not disclosed in the Company Disclosure Schedule; (iii) receipt by it or is otherwise required to consummate the Offer or the Merger, (ii) any of its Subsidiaries of any material notice or other communication from any Governmental Entity Authority (including any securities exchange) in connection with the Merger and the other transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against Agreement of which the Company or Purchaser, as applicable, obtains knowledge; (iv) the occurrence of any Event or Events which, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect (in the case of the Company) or a Purchaser Material Adverse Effect (in the case of Purchaser); (v) the commencement or written threat of any Litigation involving or affecting the Company, the Company Subsidiaries or any of its directorstheir respective properties or assets, officers or Affiliatesany employee, including by any stockholder agent, director or officer of the Company, before any court in his or Governmental Entityher capacity as such or as a fiduciary under a Benefit Plan, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreementhereof, would have been required to have been disclosed in or pursuant to this Agreement, or any material adverse development in connection with any Litigation disclosed by the Company in or pursuant to this Agreement or the Securities Filings; (vi) the commencement or written threat against it or any of its Subsidiaries of any Litigation relating to the Merger; (vii) the occurrence of any Event that causes or is reasonably likely to cause a material breach by it of any provision of this Agreement Agreement; (viii) the receipt by it or any of its Subsidiaries of an administrative or other order or notification of which the Company or Purchaser, as applicable, 04543M107 (CUSIP Number) obtains knowledge relating to any violation ox xxxxxxx violation by it or its Subsidiaries of the rules and regulations of any Governmental Authority that could adversely affect its ability to consummate the Merger and the other transactions contemplated hereby, by this Agreement; or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement (ix) if it obtains knowledge of any such actions, suits, claims, investigations change in Law that is reasonably likely to cause a Governmental Authority to withhold a Company Regulatory Consent (in the case of the Company) or proceedings and a Purchaser Regulatory Consent (in the case of Purchaser). CONDITIONS TO THE MERGER CONDITIONS TO THE OBLIGATIONS OF THE PARTIES The respective obligations of each party to effect the Merger shall consider be subject to the Parent’s views with respect fulfillment or waiver on or prior to such actions, suits, claims, investigations or proceedings.the Closing Date of the following conditions:

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) Each Selling Shareholder shall give notice to Purchaser promptly after becoming aware of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event, of which such party has Knowledge that is reasonably expected event whose occurrence or non-occurrence would be likely to cause either (A) (x) any representation or warranty of such Selling Shareholder contained in this Agreement or in any certificate of such Selling Shareholder delivered in connection herewith that is qualified as to become materiality or any representation or warranty of such Selling Shareholder in Sections 4.1, 4.3, 4.6, 4.7, 4.8, 4.11, 4.14, 4.16, 4.26 and 4.28 to be untrue or inaccurate incorrect in any respect and (y) other than the representations and warranties in Sections 4.1, 4.3, 4.6, 4.7, 4.8, 4.11, 4.14, 4.16, 4.26 and 4.28, any representation or warranty of such Selling Shareholder contained in this Agreement or in any certificate of such Selling Shareholder delivered in connection herewith that it is reasonably expected not so qualified (considered individually), and all such representations and warranties that are not so qualified (considered collectively); to have a Company Material Adverse Effect be untrue or Parent Material Adverse Effect, as incorrect in any material respect at any time from the case may be, until date hereof to the Acceptance Time Closing Date or (bB) any condition set forth in Article VII to be unsatisfied in any respect at any time from the date hereof to the Closing Date and (ii) any material failure of the Parent and the Purchaser or such Selling Shareholder, the Company, as the case may beany of its Subsidiaries or any director, or of any officer, directorcommissioner, employee or agent thereofof such Selling Shareholder, the Company or any of which such party has Knowledge its Subsidiaries, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; providedhereunder at any time from the date hereof to the Closing, provided however, that no such notification the delivery of any notice pursuant to this Section 6.4 shall not limit or otherwise affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available hereunder to Purchaser nor shall any delivery of any notice be deemed, to affect amend or supplement any representation and warranty or the Signing Disclosure Schedule or the Closing Disclosure Schedule hereunder. 64 <PAGE> (b) Purchaser shall give notice to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours Selling Shareholders promptly after it has actual Knowledge of any of the following, notify the Parent becoming aware of (i) the occurrence or non-accurrence of any notice event whose occurrence or other communication from non-occurrence would be likely to cause either (A) (x) any Person alleging that the consent representation or warranty of such Person is or may be required pursuant to any contract or agreement listed Purchaser contained in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement (considered individually), and all such representations and warranties (considered collectively), to be untrue or is otherwise required incorrect in any material respect at any time from the date hereof to consummate the Offer Closing Date or (B) my condition set forth in Sections 7.1, 7.2(a), 7.2(b), 7.2(c), 7.2(f), 7.2(g), 7.2(b), or 7.2(j) to be unsatisfied in any respect at any time from the Merger, date hereof to the Closing Date and (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company material failure of Purchaser or any director, commissioner, employee or agent of its directorsany Purchaser, officers to comply with or Affiliatessatisfy any covenant, including condition or agreement to be complied with or satisfied by it hereunder, provided however, that the delivery of any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed notice pursuant to this Agreement Section 6.4(b) shall not limit or relating otherwise affect the remedies available hereunder to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactionsSelling Shareholders. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedings.Section 6.5

Notification of Certain Matters. Prior Between the date hereof and the Closing, each party to the Acceptance Time, the Parent shall this Agreement will give prompt notice in writing to the Companyother party hereto of: (i) any information that indicates that any representation and warranty of such party contained herein was not true and correct as of the date made or will not be true and correct as of the Closing, and the Company shall give prompt notice to the Parent, of (aii) the occurrence, or occurrence of any event which could result in the failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation satisfy a condition specified in ARTICLE 6 or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse EffectARTICLE 7 hereof, as the case may beapplicable, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (iiii) any notice or other communication from any Person third person alleging that the consent of such Person third person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iiiiv) in the case of the Stockholder and the Company, any actionsnotice of, suitsor other communication relating to, claimsany default or event which, with notice or lapse of time or both, would become a default under any contract or agreement set forth in Section 4.16 of the Disclosure Schedule. The Company and the Stockholder will (x) promptly advise SUNBELT of any event that has, or could reasonably be expected in the future to have, a Material Adverse Effect on the Company or GCI SUBSIDIARY, (y) confer on a regular and frequent basis with one or more designated representatives of SUNBELT to report operational matters and to report the general status of ongoing operations, and (z) notify SUNBELT of any emergency or other change in the normal course of business or relating to the owned or leased real property or improvements of the Company or GCI SUBSIDIARY and of any governmental complaints, investigations or hearings, (or communications indicating that the same may be contemplated) or adjudicatory proceedings instituted or threatened against involving the Company or GCI SUBSIDIARY, the owned or leased real property or the improvements and will keep SUNBELT fully informed of such events and permit SUNBELT'S representatives access to all materials prepared in connection therewith. The Stockholder shall give prompt notice to SUNBELT of any notice or other communication from any third person asserting any right, title or interest in any of its directorsthe Shares held by such Stockholder, officers including, without limitation, any threat to commence, or Affiliates, including by any stockholder notice of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement commencement of any such actions, suits, claims, investigations action or proceedings and shall consider the Parent’s views other proceeding with respect to such actionsthe Shares, suits, claims, investigations or proceedings.the occurrence of

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, The Stockholders and the Company shall give prompt notice to the Parent, Apple of (a) the occurrence, existence or failure to occur, occurrence of any event, each condition or state of facts which such party has Knowledge that is will or reasonably could be expected to cause any representation or warranty of the Company or any Stockholder contained in this Agreement herein to become be untrue or inaccurate incorrect in any material respect at or prior to the Closing or on the IPO Closing Date and (b) any material failure of any Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by that Person hereunder, provided that no such that it is reasonably expected notice shall be required until Apple shall give notice to have a the Company Material Adverse Effect and the Stockholders of the date scheduled for the Closing with respect to the occurrence in the ordinary course of business and consistent with past practice of the Company or Parent Material Adverse Effectany Company Subsidiary, as the case may be, until of any condition or state of facts which would cause any Sections of the Acceptance Time Disclosure Statement to be incorrect. Apple shall give prompt notice to the Company of (a) the existence or occurrence of each condition or state of facts which will or reasonably could be expected to cause any representation or warranty of Apple contained herein to be untrue or inaccurate at or prior to the Closing or on the IPO Closing Date and (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge Apple to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under hereunder. The delivery of any notice pursuant to this Agreement; provided, however, that no such notification Section 6.07 shall affect not be deemed to (a) modify the representations, warranties, covenants representations or agreements warranties herein of the partiesparty delivering that notice, or any other party, which modification may be made only pursuant to Section 6.08, (b) modify the conditions to the obligations of the parties under this Agreement set forth in Article VII or (c) limit or otherwise affect the remedies available hereunder to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsnotice.

Notification of Certain Matters. Prior to From the Acceptance date of this Agreement until the Effective Time, the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, promptly notify Parent of (a) the occurrence, any inaccuracy in or failure to occur, breach of any eventrepresentation, of which such party has Knowledge that is reasonably expected to cause any representation warranty or warranty covenant contained in this Agreement if such inaccuracy or breach would cause the conditions in Section 6.2(a) (with respect to become untrue or inaccurate such that it is reasonably expected representations and warranties of the Company) and Section 6.2(b) (with respect to have a Company Material Adverse Effect or Parent Material Adverse Effectcovenants) to fail to be satisfied at the Effective Time, as the case may be, until the Acceptance Time or (b) any material failure Actions against the Company or any of the Parent and the Purchaser or the Company, as the case may beits Subsidiaries commenced, or to its knowledge, threatened in writing against the Company or any of any officer, director, employee its Subsidiaries relating to or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under involving this Agreement or the remedies available to transactions contemplated hereby and (c) the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge receipt of any of the following, notify the Parent of (i) any notice or other written communication received from any Person alleging that the a material consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement. From the date of this Agreement until the Effective Time, and Parent shall promptly notify the Company of (iiia) any actionsinaccuracy in or breach of any representation, suitswarranty or covenant contained in this Agreement if such inaccuracy or breach would cause the conditions in Section 6.3(a) (with respect to representations and warranties of Parent) and Section 6.3(b) (with respect to covenants) to fail to be satisfied at the Effective Time (b) any Actions against Parent or Merger Sub commenced, claimsor to its knowledge, investigations threatened in writing against Parent or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, Merger Sub relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, hereby or seeking damages (c) the receipt of any written communication received from any Person alleging that a material consent of such Person is or discovery may be required in connection with such transactionsthe transactions contemplated by this Agreement or from any Governmental Entity in connection with the transactions contemplated by this Agreement. The Company shall consult with the Parent regarding the defense or settlement delivery of any notice pursuant to this Section 5.8 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party sending or receiving such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsnotice.

Notification of Certain Matters. Prior (A) Between the date hereof and the Closing, each Party to this Agreement after obtaining actual knowledge (and for purposes of this Section 5.9, "actual knowledge" of the Acceptance Time, Stockholder or the Parent Company shall mean the "Knowledge of the Stockholder" as defined in the preface to this Agreement) will give prompt notice in writing to the Company, and the Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent other Party hereto of (i) any information that indicates that any representation and warranty of such Party contained herein was not true and correct as of the date made, or will not be true and correct as of the Closing; (ii) the occurrence of any event which could result in the failure to satisfy a condition specified in Article 6 or Article 7 hereof, as applicable; (iii) any notice or other communication from any Person third person alleging that the consent of such Person third person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, ; and (iiiiv) in the case of the Stockholder and the Company, any actionsnotice of, suitsor other communication relating to, claimsany default or event which, with notice or lapse of time or both, would become a default under any Company Agreement set forth on SCHEDULE 2.15. The Company and the Stockholder will: (a) promptly advise Sunbelt of any event that has, or could reasonably be expected in the future to have, a Material Adverse Effect on the Company; (b) confer on a regular and frequent basis with one or more designated representatives of Sunbelt to report operational matters and to report the general status of ongoing operations; and (c) notify Sunbelt of any emergency or other change in the normal course of business or relating to the Real Property or Improvements of the Company and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authority or adjudicatory proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of involving the Company, before the Real Property or the Improvements and will keep Sunbelt fully informed of such events and permit Sunbelt's representatives access to all materials prepared in connection therewith. The Stockholder shall give prompt notice to Sunbelt of any court notice or Governmental Entityother communication from any third person asserting any right, relating to title or involving or otherwise affecting the Company or interest in any of its Subsidiaries whichthe Shares held by the Stockholder, if pending on the date of this Agreementincluding, would have been required without limitation, any threat to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated herebycommence, or seeking damages or discovery in connection with such transactions. The Company shall consult with notice of the Parent regarding the defense or settlement commencement of any such actions, suits, claims, investigations action or proceedings and shall consider the Parent’s views other proceeding with respect to such actionsthe Shares held by the Stockholder, suits, claims, investigations or proceedingsthe occurrence of any other event of which the Stockholder has Knowledge which could result in any failure by the Stockholder to consummate the sale of the Shares as contemplated hereby.

Notification of Certain Matters. Prior to From and after the Acceptance Timedate hereof until consummation of the Final Closing, the Parent Seller shall give prompt notice to the CompanyBuyer, and the Company Buyer shall give prompt notice to the ParentSeller, upon receiving Knowledge of (a) any notice, complaint, investigation or hearing (or communications indicating that the occurrence, or failure to occur, same may be contemplated) of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained Governmental Authority in connection with this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effectthe transactions contemplated hereby, as the case may be, until the Acceptance Time or (b) any written notice of any Person (other than a Governmental Authority) alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, (c) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreement or the transactions contemplated hereby, (d) any fact, event or circumstance that would or would be reasonably likely to cause or constitute a breach of any of its representations, warranties, covenants or agreements contained herein, or (e) any material change, effect or circumstance that would reasonably be expected to give rise to a failure of the Parent and the Purchaser or the Companya condition precedent in Section 7.1, as Section 7.2 (in the case may be, of Seller) or Section 7.3 (in the case of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this AgreementBuyer); provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, parties herein or the conditions to the obligations of the parties under this Agreement hereunder or the remedies available hereunder to the party receiving such notificationany party. Without limiting the foregoingPromptly following distribution to or receipt from any regulatory and/or law enforcement agency, the Company shallcivil plaintiff or HNR Stockholder, within twenty-four (24) hours after it has actual Knowledge as applicable, Seller shall provide Buyer with all documents related to any communication or request for information, including any pleadings, court documents or correspondence, to or from any regulatory and/or law enforcement agency, civil plaintiff or HNR Stockholder regarding a violation or potential violation of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated Law by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company HNR or any of its Subsidiaries whichor, if pending on to the date extent accessible by HNR or Seller, by Petrodelta or any of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated herebyits Subsidiaries, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement any of any such actionstheir respective directors, suitsofficers, claimsemployees, investigations or proceedings and shall consider the Parentor, to Seller’s views with respect to such actionsKnowledge, suits, claims, investigations or proceedingsRepresentatives.

Notification of Certain Matters. Prior to From and after the Acceptance Timedate hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, each of Seller and Purchaser shall notify the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, other of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (b) any notice from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate any of the Offer or the Merger, Contribution Agreements; (iic) any notice Legal Proceeding commenced or other communication from threatened against such Person or any Governmental Entity of its Affiliates in connection with the transactions contemplated by this Agreement or any of the Contribution Agreements; (d) the occurrence of any Effect which to Seller’s knowledge or to Purchaser’s knowledge, as applicable, would reasonably be expected to result in any of the conditions set forth in Article 6 becoming incapable of being satisfied or that has had, or would reasonably be expected to have, individually or in the aggregate a Material Adverse Effect; provided, however, that the delivery of, or the failure to deliver, any notice, and the information or knowledge obtained by the other Party pursuant to this Section 5.16 shall not (i) affect or be deemed to affect or modify any representation, warranty, covenant or agreement contained herein, the conditions to the obligations of the Parties to consummate the Closing in Article 6 or otherwise prejudice in any way the rights and remedies of the Parties hereunder, including pursuant to Article 8, (ii) be deemed to affect or modify a Party’s reliance on the representations, warranties, covenants and agreements made by the other Party in this Agreement, and (iii) be deemed to amend or supplement the Schedules or prevent or cure any actionsmisrepresentation, suitsbreach of warranty or breach of covenant by either Party or (iv) in the case of clause (d) above, claimsgive rise to a claim under Section 8.2(c) or Section 8.3(c) or constitute a failure to satisfy any condition under Section 6.2(b) or Section 6.3(b), investigations or proceedings instituted or threatened against in each case, solely on the Company or any of its directors, officers or Affiliates, including by any stockholder basis of the Company, before any court or Governmental Entity, relating failure to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of give such notice contemplated in this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsSection 5.16.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the (a) The Company shall give prompt notice to the Parent, Parent of (ai) the occurrence, or failure to occur, of any event, of which such party has Knowledge Company becoming aware that is reasonably expected to cause any representation or warranty contained made by it in this Agreement to become is or would be untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effectin any material respect, as the case may be, until the Acceptance Time or (bii) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge Company to comply in any material respect with or satisfy in any covenant, condition material respect any covenant or agreement to be complied with or satisfied by it under hereunder. The Company shall give prompt notice to Parent of any written notice or other communication from any person alleging that the consent of such person is or may be required in connection with any of the Transactions. The Company shall give prompt notice to Parent if the representation contained in Section 3.15(b) (without regard to the date limitation therein) does not continue to be true during the period from the date hereof through the Closing Date. Notwithstanding anything to the contrary set forth in this Agreement; provided, however(i) the delivery of any notice pursuant to this Section 6.7(a) shall not limit, that no or otherwise affect, the remedies available hereunder to the party receiving such notification notice and shall not affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the partiesCompany set forth herein or the conditions to the obligations of Parent or Merger Sub to consummate the transactions contemplated hereby, including the Merger, and (ii) the failure to give any notice required by this Section 6.7(a) shall not be treated as a breach of covenant for the purposes of Section 7.2(b). Table of Contents (b) Parent shall give prompt notice to the Company of (i) Parent becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement is or would be untrue or inaccurate in any material respect, or (ii) any failure of Parent or Merger Sub to comply in any material respect with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it hereunder. Notwithstanding anything to the contrary set forth in this Agreement, (i) the delivery of any notice pursuant to this Section 6.7(b) shall not limit, or otherwise affect, the remedies available hereunder to the party receiving such notice and shall not affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth herein or the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with including the Parent regarding Merger, and (ii) the defense or settlement of failure to give any such actions, suits, claims, investigations or proceedings and notice shall consider not be treated as a breach of covenant for the Parent’s views with respect to such actions, suits, claims, investigations or proceedingspurposes of Section 7.3(b).

Notification of Certain Matters. Prior to the Acceptance TimeEach of BSAQ, the Parent Company and Merger Sub shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of other Party of: (a) any Action or investigation that would have been required to be disclosed to the occurrence, other Party under this Agreement if such Party had knowledge of it as of the date hereof; (b) the occurrence or failure to occur, non-occurrence of any event, of which such party has Knowledge that is reasonably expected to cause any representation event whose occurrence or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effectnon-occurrence, as the case may be, until the Acceptance Time could reasonably be expected to cause any condition set forth in Section 10.02 or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement Section 10.03 not to be complied with or satisfied by it under at any time from the date of this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions Agreement to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four Merger Effective Time; (24) hours after it has actual Knowledge of any of the following, notify the Parent of (ic) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer Merger or the Mergerother Transactions; (d) without limiting Section 9.01, (ii) any regulatory notice or other communication report from any a Governmental Entity Authority in connection with respect of the transactions contemplated by this Agreement, Transactions; and (iiie) any actions, suits, claims, investigations or proceedings instituted or threatened against in the Company or any of its directors, officers or Affiliates, including by any stockholder case of the Company, before any court information or Governmental Entityknowledge obtained by the Company, relating to or involving or otherwise affecting the Company or any of its Subsidiaries whichthat could reasonably be expected to materially affect the Company’s or any of its Subsidiaries’ current projections, if pending on forecasts or budgets or estimates of revenues, earnings or other measures of financial performance for any period. From the date of this Agreementhereof until the Merger Effective Time, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated herebyBSAQ shall, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider instruct its financial advisors to, keep the Parent’s views Company and its financial advisors informed with respect to any private placement or placements to be consummated immediately prior to or at the Closing, and the trading of BSAQ Ordinary Shares and BSAQ Warrants during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the Company or its financial advisors with respect to such actions, suits, claims, investigations matters; provided that each Acquiror and the Company acknowledges and agrees that none of their respective financial advisors shall be entitled to any fees with respect to any private placement or proceedingsplacements to be consummated immediately prior to or at the Closing unless otherwise mutually agreed by the Company and BSAQ in writing.

Notification of Certain Matters. Prior The Company shall use commercially reasonable efforts to give prompt (in any event within the earlier of (x) three Business Days and (y) one Business Day prior to the Acceptance TimeTermination Date, the scheduled Offer Closing or the scheduled Closing, as applicable) notice to Parent, and Parent shall use commercially reasonable efforts to give prompt (in any event within the earlier of (x) three Business Days and (y) one Business Day prior to the Termination Date, the scheduled Offer Closing or the scheduled Closing, as applicable) notice to the Company, and the Company shall give prompt notice to the Parent, of of: (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of received by such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreementhereby 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 hereby, and if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (iiib) any actions, suits, claims, investigations or proceedings instituted or commenced or, to such party’s knowledge, threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entityagainst, relating to or involving or otherwise affecting the Company such party or any of its Subsidiaries which, if pending on subsidiaries which relate to the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement Merger or the other transactions contemplated hereby, (c) any change, condition or seeking damages event (including any renewal, termination, or amendment of, or any proposed modification to, any Material Contract) (i) that to such party’s knowledge renders or would reasonably be expected to render any representation or warranty of such party set forth in this Agreement to be untrue or inaccurate in any material respect, or (ii) that results or could reasonably be expected to result in any failure of such party to comply with or satisfy any condition set forth in Article VIII to be complied with or satisfied hereunder; or (d) the discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VIII or the Offer Conditions not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.11 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsnotice.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent Each party hereto shall give prompt notice to the Company, and other party hereto if any of the Company shall give prompt notice to following occur after the Parent, date of this Agreement: (a) the occurrence, or failure to occur, receipt of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication in writing from any Person alleging that the consent or approval of such Person third party is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, Agreement; (iib) receipt of any notice or other communication from any Governmental Entity or any securities market or securities regulator in connection with the transactions contemplated by this Agreement; or (c) the occurrence of an event which would or would be reasonably likely in the future to (i) have a Company Material Adverse Effect or prevent or delay the consummation of the Merger or (ii) cause any condition to the obligations of any party hereto to consummate the Merger to be unsatisfied; provided, and (iii) any actionshowever, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including that no disclosure by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed party hereto pursuant to this Agreement Section 5.4 shall be deemed to amend or relating to supplement this Agreement or the transactions contemplated herebySchedules hereto or to prevent or cure any breach of any misrepresentation, warranty, or seeking damages or discovery in connection with such transactionscovenant herein. The Without limiting the generality of the first sentence of this Section 5.4, the Company shall consult with give prompt written notice to Parent of the occurrence a Company Material Adverse Effect (such notice, the “Material Adverse Effect Notice”). Without limiting the generality of the first sentence of this Section 5.4, Parent shall (x) provide prompt notice to the Company of the receipt from Antares Capital Corporation, the Parent Noteholders or Gryphon of notice that it is unable to provide the financing contemplated by either of the Financing Letters or the Equity Financing Letter, and (y) promptly provide oral updates to the Company, upon request by the Company, regarding the defense status of, and all material developments with respect to, Parent’s and Merger Sub’s efforts to obtain the financing to satisfy the condition to the obligations of Parent and Merger Sub set forth in Section 6.2(d). Without limiting the generality of the first sentence of this Section 5.4, Parent shall give prompt written notice to the Company of the occurrence or settlement existence of any event or circumstance which would, or would be reasonably likely to, give rise to the failure of the condition described in Section 6.2(d) (such actionsnotice, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedings“Potential Financing Failure Notice”).

Notification of Certain Matters. Prior Between the date hereof and the Closing, each party to the Acceptance Time, the Parent shall this Agreement will give prompt notice in writing to the Companyother parties hereto of: (i) any information that indicates that any representation and warranty of such party contained herein was not true and correct as of the date hereof or will not be true and correct as of the Closing, and the Company shall give prompt notice to the Parent, of (aii) the occurrence, or occurrence of any event which could result in the failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation satisfy a condition specified in Article 6 or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse EffectArticle 7 hereof, as the case may beapplicable, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (iiii) any notice or other communication from any Person third person alleging that the consent of such Person third person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iiiiv) in the case of the Stockholder and the Companies, any actionsnotice of, suitsor other communication relating to, claimsany default or event which, with notice or lapse of time or both, would become a default under any Company Agreement. The Stockholder shall (x) promptly advise UAG of any event that has, or could in the future have, a Material Adverse Effect (y) confer on a regular basis with one or more designated representatives of UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or in the operation of the properties of the Companies and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings instituted or threatened against involving the Company or any of its directorstheir assets or operations, officers and will keep UAG fully informed of such events and permit UAG's representatives access to all materials prepared in connection therewith. The Stockholder shall give prompt notice to UAG of any notice or Affiliatesother communication from any third person asserting any right, including by title or interest in any stockholder of the CompanyShares held by the Stockholder (including, before without limitation, any court or Governmental Entity, relating threat to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated herebycommence, or seeking damages or discovery in connection with such transactions. The Company shall consult with notice of the Parent regarding the defense or settlement commencement of any such actions, suits, claims, investigations action or proceedings and shall consider the Parent’s views other proceeding with respect to such actions, suits, claims, investigations any of the Shares) or proceedingsthe occurrence of any other event of which the Stockholder has knowledge which could result in any failure to consummate the sale of the Shares as contemplated hereby.

Notification of Certain Matters. Prior Purchaser, on the one hand, and Seller on the other hand, shall use their respective commercially reasonable efforts to promptly notify each other of, to the Acceptance Timeextent they occur after the date of this Agreement (i) any Material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement notified to the Seller or Purchasers or, to the Knowledge of Seller or the Knowledge of Purchaser, threatened, against the Seller, the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) the occurrence, Target Companies or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse EffectPurchaser, as the case may be, until ; (ii) the Acceptance Time occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VI not to be satisfied; (biii) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any written notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; or (iv) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has a Material Adverse Effect or the occurrence of any event, circumstance, development, state of facts, change or effect which could reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. From time to time prior to the Closing, Seller shall have the right to supplement or amend the Seller Disclosure Letter hereto with respect to any matter hereafter arising or of which it becomes aware (in this last case when the respective representation is qualified by “Knowledge”) after the date hereof, including under the Coordination Agreement, the Closing Restructure, the CREA Transfer and/or any capitalizations that may be undertaken by Seller between this date and Closing (each a “Schedule Supplement”), and (iii) each such Schedule Supplement shall be deemed to be incorporated into and to supplement and amend the Seller Disclosure Letter as of the Closing Date; provided, however, that, except as indicated in the Coordination Agreement the Closing Restructure, the CREA Transfer and/or any actionscapitalizations that may be undertaken by Seller between this date and Closing, suitsin the event such event, claimsdevelopment or occurrence which is the subject of the Schedule Supplement constitutes or relates to something that is outside the Ordinary Course of Business and results, investigations individually or proceedings instituted in the aggregate, or threatened against could reasonably be expected to, individually or in the Company or any aggregate, result in a Material Adverse Effect, then Purchaser shall have the right to terminate this Agreement for failure to satisfy the closing condition set forth in Article VI; provided, further, that if Purchaser do not elect to terminate this Agreement within 15 Business Days of its directorsreceipt of such Schedule Supplement, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required then Purchaser shall be deemed to have been disclosed pursuant irrevocably waived any right to terminate this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsmatter under any of the conditions set forth in Article VI.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent Each party hereto shall give prompt notice to the Company, other parties orally and the Company shall give prompt notice to the Parent, in writing of (a) the occurrence, occurrence or failure to occur, non-occurrence of any event, event the occurrence or non-occurrence of which such party has Knowledge that is reasonably expected to would cause any representation or warranty of such party contained in this Agreement to become be untrue or inaccurate such that it is reasonably expected in any material respect at or prior to have a Company Material Adverse Effect or Parent Material Adverse Effectthe Effective Time, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; providedsuch party hereunder, however, that no such notification shall affect the representations, warranties, covenants (c) any change or agreements of the parties, the conditions event known to the obligations Company which would reasonably be expected to have a Company Material Adverse Effect or any change or event known to Parent which would reasonably be expected to have a material adverse effect on the ability of Parent and Purchaser to consummate the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoingMerger, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (id) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, Agreement; (iie) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, ; and (iiif) any material claims, actions, suits, claims, investigations or proceedings instituted or threatened against commenced or, to the Company or any of its directors, officers or Affiliates, including by any stockholder Knowledge of the Company, before any court or Governmental Entitythreatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries the Company Subsidiaries; provided, however, that the delivery of any notice pursuant to this Section 5.7 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. If any event or matter arises after the date of this Agreement which, if pending on existing or occurring at the date of this Agreement, would have been required to have be set forth or described in the Disclosure Schedules or which is necessary to correct any information in the Disclosure Schedules which has been disclosed pursuant to this Agreement or relating to this Agreement or rendered inaccurate thereby, then the transactions contemplated herebyCompany shall, for informational purposes only, promptly supplement, or seeking damages or discovery in connection with such transactions. The Company shall consult with amend, and deliver to Parent the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsDisclosure Schedules.

Notification of Certain Matters. Prior to Big Stuff and the Acceptance Time, the Parent Big Stuff ------------------------------- Shareholders shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of if any of the following, notify following occur from the Parent date of this Agreement through the Closing Date: (i) receipt of any notice of, or other communication relating to, a default or Event which, with notice or lapse of time or both, would become a default under any Big Stuff Material Contract; (ii) receipt of any notice or other communication from any Person third party alleging that the consent Consent of such Person third party is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and ; (iii) receipt of any actionsmaterial notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iv) the occurrence of an Event which would have a Big Stuff Material Adverse Effect; (v) the commencement or threat of any Litigation involving or affecting any Big Stuff Shareholder, suits, claims, investigations or proceedings instituted or threatened against the Company Big Stuff or any of its directorsor their respective properties or assets, officers or, to its knowledge, any employee, agent, director or Affiliatesofficer of Big Stuff, including by any stockholder in his or her capacity as such or as a fiduciary under a Benefit Plan of the CompanyBig Stuff, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreementhereof, would have been required to have been disclosed in this Agreement or which relates to the consummation of the transactions contemplated by this Agreement, including the Merger, or the Big Stuff Transaction Agreements or any material development in connection with any Litigation disclosed by Big Stuff or any Big Stuff Shareholder in or pursuant to this Agreement Agreement; and (vi) the occurrence of any event that would cause a breach by Big Stuff or relating to any Big Stuff Shareholder of any provision of this Agreement or a Big Stuff Transaction Agreement, including such a breach that would occur if such event had taken place on or prior to the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement date of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsthis Agreement.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent The Purchaser shall give prompt notice to the CompanyVendor, and the Company Vendor shall give prompt notice to the ParentPurchaser, of (ai) the occurrence or non-occurrence, or failure to occur, of any event, event the occurrence or non-occurrence of which such party has Knowledge that is reasonably expected would be likely to cause (a) any representation or warranty contained in this Agreement to become be untrue or inaccurate such that it is reasonably expected inaccurate; or (b) any covenant, condition or agreement not to have a Company Material Adverse Effect be complied with or Parent Material Adverse Effectsatisfied; (ii) any failure of the Purchaser or the Vendor, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder; (iii) subject to Section 6.1 and 7.1, any lease, sublease, licence or other agreement entered into by the Purchaser, the Corporation, any of the Corporation's Subsidiaries or franchisees to occupy real property after the date of the Acquisition Agreement and any amendment to any of the Leases or the CPI Leases; provided, however, that no such notification the delivery of any notice pursuant to this Section 8.2 shall not limit or otherwise affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available hereunder to the party parties receiving such notificationnotice. Without limiting The Purchaser shall give prompt notice to the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge Vendor of any price increases it makes. The Purchaser and the Vendor will promptly supplement or amend all of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant Schedules and Exhibits hereto with respect to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries matter hereafter arising which, if pending on existing or occurring at the date of this Agreement, would have been required to have been disclosed be set forth or described in such Schedule and Exhibit hereto (or provide a certificate of an officer certifying to which Schedules and Exhibits do not need to be supplemented or amended pursuant to the terms of this Agreement) at the following times: (i) November 26, 1997; (ii) ten Business Days prior to the day of the CPI Meeting; and (iii) at the Closing. No supplement or amendment of a Schedule or Exhibit made pursuant to this Agreement Section shall be deemed to cure any breach of, affect or relating to otherwise diminish any representation or warranty made in this Agreement or unless the transactions contemplated hereby, or seeking damages or discovery other party hereto specifically agrees thereto in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingswriting.

Notification of Certain Matters. Prior The Company shall give prompt written notice to the Acceptance TimeParent, the and Parent shall give prompt written notice to the Company, and the Company shall give prompt notice to the Parent, upon obtaining knowledge of (a) the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of received by such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication party from any Governmental Entity in connection with this Agreement, the Merger or the transactions contemplated by this Agreementhereby, and or from any person alleging that the consent of such person is or may be required in connection with the Merger or the transactions contemplated hereby, (iiib) any actions, suits, claims, investigations or proceedings instituted or commenced or, to such party’s knowledge, threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entityagainst, relating to or involving or otherwise affecting the Company such party or any of its Subsidiaries which, if pending on the date of subsidiaries which relate to this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement the Merger or the transactions contemplated hereby, and (c) any fact, event or seeking damages circumstance known to it that (i) in the case of the Company, individually or discovery taken together with all other facts, events and circumstances known to it, has had, or would reasonably be expected to have, individually or in connection with the aggregate, a Material Adverse Effect, (ii) would cause or constitute, or would reasonably be expected to cause or constitute, a breach in any material respect of any of such transactions. The person’s representations, warranties, covenants or agreements contained herein, (iii) would cause, or would reasonably be expected to cause, the failure of any condition precedent to Parent’s or the Company’s obligations under this Agreement or (iv) would reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; provided, however, that (x) the delivery of any notice pursuant to this Section 6.10 shall not limit or otherwise affect any remedies available to Parent or the Company, as applicable, or prevent or cure any misrepresentations, breach of warranty or breach of covenant or the conditions to the obligations of the parties under this Agreement, and (y) disclosure by the Company or Parent shall consult with not be deemed to amend or supplement the Company Disclosure Schedule or the Parent regarding the defense Disclosure Schedule, as applicable, or settlement constitute an exception to any representation or warranty. This Section 6.10 shall not constitute a covenant or agreement for purposes of any such actions, suits, claims, investigations Section 7.2(b) or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedings7.3(b).

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) Each Selling Shareholder shall give notice to Purchaser promptly after becoming aware of (i) the occurrence, occurrence or failure to occur, non-occurrence of any event, of which such party has Knowledge that is reasonably expected event whose occurrence or non-occurrence would be likely to cause either (A) (x) any representation or warranty of such Selling Shareholder contained in this Agreement or in any certificate of such Selling Shareholder delivered in connection herewith that is qualified as to become materiality or any representation or warranty of such Selling Shareholder in Sections 4.1, 4.3, 4.6, 4.7, 4.8, 4.11, 4.14, 4.16, 4.26 and 4.28 to be untrue or inaccurate incorrect in any respect and (y) other than the representations and warranties in Sections 4.1, 4.3, 4.6, 4.7, 4.8, 4.11, 4.14, 4.16, 4.26 and 4.28, any representation or warranty of such Selling Shareholder contained in this Agreement or in any certificate of such Selling Shareholder delivered in connection herewith that it is reasonably expected not so qualified (considered individually), and all such representations and warranties that are not so qualified (considered collectively); to have a Company Material Adverse Effect be untrue or Parent Material Adverse Effect, as incorrect in any material respect at any time from the case may be, until date hereof to the Acceptance Time Closing Date or (bB) any condition set forth in Article VII to be unsatisfied in any respect at any time from the date hereof to the Closing Date and (ii) any material failure of the Parent and the Purchaser or such Selling Shareholder, the Company, as the case may beany of its Subsidiaries or any director, or of any officer, directorcommissioner, employee or agent thereofof such Selling Shareholder, the Company or any of which such party has Knowledge its Subsidiaries, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; providedhereunder at any time from the date hereof to the Closing, provided however, that no such notification the delivery of any notice pursuant to this Section 6.4 shall not limit or otherwise affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available hereunder to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge Purchaser nor shall any delivery of any of notice be deemed, to affect amend or supplement any representation and warranty or the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Signing Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsClosing Disclosure Schedule hereunder.

Notification of Certain Matters. Prior to Between the Acceptance Timedate of this Agreement and the Closing Date, the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, promptly notify Parent in writing of (ai) Knowledge of the occurrence, or failure to occur, Company of any event, fact or condition that causes or constitutes a breach of which any of the Company’s representations and warranties in this Agreement or (ii) Knowledge of the Company of the occurrence, nonoccurrence or existence after the date of this Agreement of any event, fact or condition that would cause or constitute a breach of any such party has Knowledge representation or warranty had such representation or warranty been made as of the time of occurrence, nonoccurrence, existence or discovery of such event, fact or condition. During the same period, the Company shall promptly notify Parent in writing of the occurrence of any material breach of any covenant of the Company in this Agreement or of the occurrence, nonoccurrence or existence of any event, fact or condition that is would be reasonably expected to cause make the satisfaction of any representation of the conditions in Section 7 impossible or warranty contained unlikely. During the same period, the Company shall promptly notify Parent in writing of any pending, or to the Knowledge of the Company, threatened Action which (x) challenges or seeks material damages in connection with the Merger or the other transactions contemplated by this Agreement or (y) seeks to prohibit or prevent the consummation of the Merger or the other transactions contemplated by this Agreement or otherwise limit in any material respect the right of Parent or Merger Sub to own or operate all or any portion of the businesses or assets of the Company. The Company agrees that the delivery of any notice pursuant to this Section 5.5 shall not limit or otherwise affect the remedies available under this Agreement to become untrue Parent or inaccurate such that it is reasonably expected Merger Sub or, except as otherwise agreed to have a Company Material Adverse Effect by Parent, in any way modify or Parent Material Adverse Effect, as supplement the case may be, until the Acceptance Time representations or (b) any material failure warranties of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it Company made under this Agreement; provided, however, that no such notification shall Agreement or affect the representations, warranties, covenants or agreements of the parties, modify the conditions to the obligations of the parties Parent or Merger Sub under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedings.

Notification of Certain Matters. Prior to From and after the Acceptance ------------------------------- date of this Agreement until the Effective Time, each party hereto shall promptly notify the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, other parties hereto of (a) the occurrence, or failure to occurnon- occurrence, of any event, event the occurrence or non-occurrence of which such party has Knowledge that is would be reasonably expected likely to cause any representation condition to the obligations of any party to effect the Merger or warranty contained in this Agreement the UNC Merger not to become untrue be satisfied, (b) the failure of the Company or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse EffectParent, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under pursuant to this AgreementAgreement which would be reasonably likely to result in any condition to the obligations of any party to effect the Merger not to be satisfied, or (c) the failure of UNC to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to the UNC Merger Agreement (as defined below) which would be reasonably likely to result in any condition to the obligations of the Company to effect the transactions contemplated by the UNC Merger Agreement not to be satisfied; provided, however, that no such notification the delivery -------- ------- of any notice pursuant to this Section 6.07 shall affect the representations, warranties, covenants or agreements not be deemed to be an amendment of the parties, the conditions to the obligations of the parties under this Agreement or any Section in the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement. No delivery of any notice pursuant to this Section 6.07 shall limit or affect the remedies available hereunder to the party receiving such notification. Without limiting notice, including the foregoing, rights of Parent under Section 7.02(a) and those of the Company shallunder Section 7.03(a), within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated event that a representation or warranty made by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or Parent herein shall not be true and correct (giving effect to any standards of its directors, officers or Affiliates, including by any stockholder materiality set forth in such Sections) as of the Company, before any court date hereof or Governmental Entity, relating to or involving or otherwise affecting the Company or any as of its Subsidiaries which, if pending on the date when made (if a different date) and as of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedingsEffective Time.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent WPZ shall give prompt notice to the CompanyParent, and (in the Company case of clauses (a), (d) and (e) of this SECTION 7.8 only) Parent and Merger Subsidiary shall give prompt notice to the ParentWPZ, of (a) the occurrence, or failure to occur, of any event, of which such party occurrence or failure to occur has Knowledge that caused or is reasonably expected likely to cause any representation or warranty of such party contained in this Agreement or the other agreements contemplated hereby to become be untrue or inaccurate such that it is reasonably expected at any time from the date of this Agreement to have a Company Material Adverse Effect or Parent Material Adverse Effectthe Closing Date, as the case may be, until the Acceptance Time or (b) any Material Adverse Effect with respect to the WPZ Companies, taken as a whole, or any event, change, occurrence, effect, fact, condition, development or circumstance or series of events, changes, occurrences, effects, facts, conditions, developments or circumstances that could reasonably be expected to result in a Material Adverse Effect with respect to the WPZ Companies, taken as a whole, (c) any material claims, actions, proceedings, litigation or governmental investigations commenced or, to its Knowledge, threatened, involving or affecting WPZ or any of its Subsidiaries or any of their material property or assets or the transactions contemplated hereby which is likely to have a Material Adverse Effect on the WPZ Companies, taken as a whole, (d) any failure of the WPZ or Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge thereof to comply in all material respects with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it under hereunder or (e) any written notice which Parent has received from its bank financing sources to the effect that the condition set forth in SECTION 8.3(e) will not to be satisfied. Notwithstanding anything in this Agreement; providedAgreement to the contrary, however, that no such notification shall affect the representations, warranties, warranties or covenants of any party or agreements of the parties, the conditions to the obligations of the parties under this Agreement any party hereunder, nor shall it limit or otherwise affect the remedies available hereunder to the party receiving such notificationnotice. Without limiting Each of WPZ and Parent shall give prompt notice to the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge other party of any of the following, notify the Parent of (i) any notice or other communication from any Person third party or Governmental Authority alleging that the consent of such Person third party or Governmental Authority is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedings.