Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority in connection with the 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, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, (b) any actions, suits, written claims, investigations or proceedings 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 (c) or the discovery by a party to this Agreement of any fact, circumstance or event, the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations of such party to consummate the Merger as set forth in Article VII not to be satisfied or the satisfaction of which to be materially delayed in material breach of this Agreement.

Notification of Certain Matters. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) any material written notice or other written communication received by such party Party from any Governmental Authority Entity in connection with the this Agreement, the Merger or any of the other transactions contemplated hereby, (b) any written notice or other written communication received by such Party from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or any of the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party Party to obtain such consent is reasonably likely could be material to result in a the Company, the Surviving Company Material Adverse Effect, or Parent and (bc) any actions, suits, written claims, investigations or proceedings Action commenced or, to such partyParty’s knowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries subsidiaries or Affiliates which relate to this Agreement, the Merger or any of the other transactions contemplated hereby and (c) or hereby; provided that the discovery by a party delivery of any notice pursuant to this Agreement of ‎Section 6.5 shall not (i) cure any factbreach of, circumstance or event, the occurrence or non-occurrence compliance with, any other provision of which, would reasonably be expected this Agreement or (ii) limit the remedies available to cause any the Party receiving such notice. The Parties agree and acknowledge that the failure to give prompt notice pursuant to this ‎Section 6.5 shall not constitute a failure of the conditions of the obligations of such party to consummate the Merger as a condition set forth in Article VII not to be satisfied or the satisfaction of which to be materially delayed in material breach of this Agreement‎Article VII.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the other transactions contemplated hereby, 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 subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (b) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which that relate to this Agreement, the Merger or the other transactions contemplated hereby and hereby, (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, to be untrue and (B) that is not so qualified to be untrue in any material respect, or would reasonably be expected to cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of the obligations those conditions being materially delayed in violation of any provision of this Agreement and (d) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 5.12 shall not (i) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (ii) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (b) any actions, suits, written claims, investigations or proceedings 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 Agreementthe Transactions, the Merger or the transactions contemplated hereby and (c) or the discovery by a party to this Agreement of any fact, fact or circumstance or eventthat, the occurrence or non-occurrence of which, would reasonably be expected to cause any of representation or warranty made by such party contained in this Agreement (i) that is qualified as to materiality or Company Material Adverse Effect or “material adverse effect” or a similar qualifier, as the conditions of the obligations case may be, to be untrue and (ii) that is no so qualified to be untrue in any material respect and (d) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 5.8 shall not (x) cure any in accuracy or the satisfaction of which to be materially delayed in material breach of this Agreementany representation, warranty, covenant or agreement contained herein or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company Subject to applicable Law, the Partnership and Kick shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other of (a) any written notice or other written communication received by such party any Burro Party or Kick Party from any Governmental Authority Entity in connection with the this Agreement, the Merger Mergers or the other transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger transactions contemplated hereby, (b) any other notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, (bc) any actions, suits, written claims, investigations or proceedings Action commenced or, to such partyParty’s knowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries which relate to this Agreement, the Merger or the transactions contemplated hereby and or (cd) any change, condition or the discovery by a party to this Agreement of any fact, circumstance event (i) that renders or event, the occurrence or non-occurrence of which, would reasonably be expected to cause 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 would reasonably be expected to result in any failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement (including any condition set forth in Article VI) to be complied with or satisfied hereunder; provided, however, that failure to comply with this Section 5.7 shall not in and of itself result in the failure to be satisfied of any of the conditions of to the obligations of such party to consummate the Merger as set forth Closing in Article VI, or give rise to any right to terminate this Agreement under Article VII if the underlying fact, circumstance or event would not in and of itself give rise to be satisfied such failure or the satisfaction of which to be materially delayed in material breach of this Agreementright.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, as promptly as practicable notify each other of (a) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the other transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse EffectParent, (b) any actions, suits, written claims, investigations or proceedings 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 relate relates to this Agreement, the Merger or the other transactions contemplated hereby and or (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions of the obligations of such party to consummate the Merger as set forth in Article VII VI not to be being satisfied or the satisfaction of which to be those conditions being materially delayed in material breach violation of any provision of this Agreement; provided, that the delivery of any notice pursuant to this Section 5.10 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 notice; provided further, that failure to give prompt notice shall not constitute a failure of a condition 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.

Notification of Certain Matters. The From the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other of (a) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the other transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, (b) any actions, suits, written claims, investigations or proceedings 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 relate to this Agreement, the Merger or the other transactions contemplated hereby and or (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions of to the obligations of such party other party’s obligation to consummate the Merger as set forth in Article VII VI not to be being satisfied or the satisfaction of which those conditions being materially delayed; provided, however, that the delivery of any notice pursuant to be materially delayed in material this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this AgreementAgreement or (ii) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse EffectTransactions, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving against or otherwise affecting involving such party or any of its Subsidiaries or Affiliates which relate to this Agreementthe Transactions, (iii) the Merger discovery of any fact or circumstance that, or the transactions contemplated hereby and (c) occurrence or the discovery by a party to this Agreement non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably cause any representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality to be expected untrue or (B) that is not so qualified to be untrue in any material respect or, in the case of the Company, would cause any of the conditions information provided in the Company Disclosure Schedules to not be true and correct as of the obligations time such information was provided in light of such discovery or occurrence or non-occurrence, and (iv) any material failure of such party to consummate the Merger as set forth in Article VII not comply with or satisfy any covenant or agreement to be complied with or satisfied or by it hereunder; provided, however, that the satisfaction delivery of which any notice pursuant to be materially delayed in material this Section 5.6 shall not (x) cure any breach of any representation of warranty of the party giving such notice or any non-compliance by the party giving such notice with any covenant, agreement or other provision contained in this AgreementAgreement or (y) limit the remedies available to the party receiving such notice in respect of such breach or non-compliance.

Notification of Certain Matters. The Company One Stone shall give prompt notice to ParentMagellan, and Parent Magellan shall give prompt notice to the CompanyOne Stone, of (a) any notice or other communication received by such party Party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, (b) any actions, suits, written claims, investigations or proceedings commenced or, to such partyParty’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries which and that relate to this Agreement, the Merger or the transactions contemplated hereby and hereby, (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably result in the failure to be expected to cause satisfied of any of the conditions of to the obligations Closing in ARTICLE V and (d) any material failure of such party Party to consummate comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereby which would result in the Merger as set forth in Article VII not failure to be satisfied or of any of the satisfaction conditions to the Closing in ARTICLE V; provided that, in the case of which clauses (c) and (d), the failure to comply with this Section 4.7 shall not result in the failure to be materially delayed satisfied of any of the conditions to the Closing in material breach ARTICLE V, or give rise to any right to terminate this Agreement under ARTICLE VI, if the underlying fact, circumstance, event or failure would not in and of this Agreementitself give rise to such failure or right.

Notification of Certain Matters. The Company Each of the parties hereto shall give prompt notice to Parent, and Parent shall give prompt notice to promptly notify the Company, others of (ai) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the transactions contemplated hereby, or from any person Transactions alleging that the consent of such person Governmental Entity is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse EffectTransactions, (bii) any actions, suits, written claims, investigations or proceedings Legal Proceeding 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 GS LLC which relate to this Agreementthe Transactions, the Merger or the transactions contemplated hereby and (ciii) or the discovery by a party to this Agreement of any factfact or circumstance that, circumstance or event, the occurrence or non-occurrence of which, any event the occurrence or non-occurrence of which would reasonably be expected to cause result in any of the conditions of to the obligations of such party to consummate the Merger as Transactions set forth in Article VII VI not to be being satisfied or the satisfaction of which those conditions being materially delayed; provided, however, that the delivery of any notice pursuant to be materially delayed in material this Section 5.07 shall not (x) cure any breach of, or non-compliance with, any other provision of this AgreementAgreement or (y) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (iii) shall not constitute a failure of a condition to the Transactions 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.

Notification of Certain Matters. The Company shall give prompt notice to ParentBidCo, and Parent BidCo shall give prompt notice to the Company, of (a) any notice or other communication received by such party Party from any Governmental Authority Entity in connection with the this Agreement, the Merger Acquisition or the other transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger Acquisition or the transactions contemplated herebyherein, to the extent such consent is not already contemplated by this Agreement, if the subject matter of such communication or the failure of such party Party to obtain such consent is reasonably likely could be material to result in a the Company Material Adverse Effect, or BidCo; (b) any actions, suits, written claims, investigations or proceedings commenced or, to such partyParty’s knowledge, threatened against, relating to or involving or otherwise affecting in writing against such party Party or any of its Subsidiaries subsidiaries which relate to this Agreement, the Merger Acquisition or the other transactions contemplated hereby and hereby; or (c) any change, condition or the discovery by event (i) has had, or would reasonably to have, a party to this Agreement of any factMaterial Adverse Effect, circumstance or event(ii) that results, the occurrence or non-occurrence of which, would could reasonably be expected to cause result, in any of the conditions of the obligations failure of such party to consummate the Merger as comply with or satisfy any covenant, condition or agreement (including any condition set forth in Article VII not VII) to be complied with or satisfied hereunder; provided, that the delivery of any notice pursuant to this Section 6.6 shall not (A) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (B) limit the remedies available to the Party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to promptly notify Parent, and Parent shall give prompt notice to promptly notify the Company, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgethe Knowledge of the Company or the knowledge of Parent, as the case may be, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transactions, the Merger or the transactions contemplated hereby and (ciii) or the discovery by a party to this Agreement of any factfact or circumstance that, circumstance or event, the occurrence or non-occurrence of whichany event that, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement to be untrue, and (iv) any material failure of such party to consummate comply with or satisfy any covenant or agreement contemplated pursuant to this Agreement; provided, however, that the Merger as set forth in Article VII delivery of any notice pursuant to this Section 5.6 shall not to be satisfied (x) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice (a) Each party to Parent, and Parent this Agreement (other than the Shareholders’ Representatives) shall give prompt notice to the Company, other parties of (ai) any event or existence of any condition that has caused or would reasonably be expected to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time after the date of this Agreement, (ii) the occurrence of any matter or event that would reasonably be expected to have a Material Adverse Effect, (iii) any failure on its part 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, (iv) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or consummation of the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, and (bv) any actions, suits, written claims, investigations or proceedings commenced Proceeding pending or, to such the applicable party’s knowledgeKnowledge, threatened against, against the party or the parties relating to the Transactions; provided, however, that no such notification shall affect the representations, warranties, covenants or involving agreements of the parties (or otherwise affecting such party or any of its Subsidiaries which relate to this Agreement, the Merger or the transactions contemplated hereby and (cremedies with respect thereto) or the discovery by a party conditions to this Agreement of any fact, circumstance or event, the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations of such party to consummate the Merger as parties under this Agreement; provided further that a breach of this Section 6.7(a) shall not be considered for purposes of determining the satisfaction of the closing conditions set forth in Article VII or give rise to a right of termination 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 VII or would not result in the ability of such non-breaching party to be satisfied or the satisfaction of which to be materially delayed in material breach of terminate this Agreement, as the case may be.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other of (a) any written notice or other written communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the other transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, (b) any actionsother written notice or written communication from any Governmental Entity in connection with the transactions contemplated hereby, suits, written claims, investigations or proceedings (c) 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 the Bank which relate to this Agreement, the Merger or the other transactions contemplated hereby and or (cd) any change, condition or the discovery by a party to this Agreement of any fact, circumstance event (i) that renders or event, the occurrence or non-occurrence of which, would reasonably be expected to cause render any representation or warranty of the conditions of the obligations such party set forth in this Agreement (disregarding any materiality qualification contained therein) to be untrue or inaccurate in any material respect or (ii) that results or would reasonably be expected to result in any failure of such party to consummate the Merger as comply with or satisfy in any material respect any covenant, condition or agreement (including any condition set forth in Article VII not VI) to be complied with or satisfied hereunder; provided, however, that no such notification shall affect any of the representations, warranties, covenants, rights or remedies, or the satisfaction of which conditions to be materially delayed in material breach of this Agreementthe obligations of, the parties hereunder.

Notification of Certain Matters. The Company shall give prompt notice Prior to Parentthe Effective Time, the Parent (on behalf of itself and Parent the Transitory Subsidiary) shall give prompt notice to the Company, of and the Company shall give prompt notice to the Parent, of: (a) any material notice or other material written communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the other transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication hereby under any material contract or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effectpermit, (b) any actionssuit, suitsaction, written claimsproceeding, investigations arbitration or proceedings investigation commenced or, to such party’s knowledgeknowledge (which, in the case of the Company, shall have the same meaning as Company’s Knowledge), threatened against, relating to or involving or otherwise affecting in writing against such party or any of its Subsidiaries which relate to this Agreement, the Merger or the other transactions contemplated hereby and or (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would is reasonably be expected likely to cause or result in any of the conditions of to the obligations of such party other party’s obligation to consummate the Merger as set forth in Article VII not being satisfied; provided, however, that the delivery of any notice pursuant to be satisfied this Section 6.7 shall not (i) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (ii) limit any remedies available to the party receiving such notice. The parties hereto agree that the Company’s compliance or failure to comply with this Section 6.7 shall not be taken into account for purposes of determining whether the condition referred to in Section 7.3(b) has been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any notice or other communication received by such party Party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the transactions contemplated hereby, other Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyother Transactions, if the subject matter of such communication or the failure of such party Party to obtain such consent is would reasonably likely be expected to result in a Company Material Adverse Effectbe material to the Company, the Surviving Entity or Parent and (b) any actions, suits, written claims, investigations or proceedings Actions commenced or, to such partyParty’s knowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries subsidiaries which relate to this Agreement, the Merger or the transactions contemplated hereby and (c) or other Transactions; provided that the discovery by a party delivery of any notice pursuant to this Agreement of Section 6.5 shall not (i) cure any factbreach of, circumstance or event, the occurrence or non-occurrence of whichcompliance with, would reasonably be expected to cause any of the conditions of the obligations of such party to consummate the Merger as set forth in Article VII not to be satisfied or the satisfaction of which to be materially delayed in material breach other provision of this AgreementAgreement or any Transaction Document or (ii) limit the remedies available to the Party receiving such notice. The Parties agree and acknowledge that the Company’s, on the one hand, and Parent’s, on the other hand, compliance or failure of compliance with this Section 6.5 shall not be taken into account for purposes of determining whether the condition referred to in Section 7.2(b) or Section 7.3(b), respectively, shall have been satisfied with respect to performance in all material respects with this Section 6.5.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (b) any actions, suits, written claims, investigations or proceedings 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 Agreementthe Transactions, the Merger or the transactions contemplated hereby and (c) or the discovery by a party to this Agreement of any fact, fact or circumstance or eventthat, the occurrence or non-occurrence of which, would reasonably be expected to cause any of representation or warranty made by such party contained in this Agreement (i) that is qualified as to materiality or Company Material Adverse Effect or “material adverse effect” or a similar qualifier, as the conditions of the obligations case may be, to be untrue and (ii) that is not so qualified to be untrue in any material respect and (d) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 5.7 shall not (x) cure any in accuracy or the satisfaction of which to be materially delayed in material breach of this Agreementany representation, warranty, covenant or agreement contained herein or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any actions, suits, written claims, investigations or proceedings 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 Agreementthe Transactions, (iii) the Merger discovery of any fact or circumstance that, or the transactions contemplated hereby and (c) occurrence or the discovery by a party to this Agreement non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Company Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 5.6 shall not (x) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to ParentParent and Purchaser, and Parent and Purchaser shall give prompt notice to the Company, of (ai) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty not so qualified, to be untrue or inaccurate in any material respect at or prior to the closing of the Offer, (ii) any material failure of the Company, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) 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, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time under any contract or agreement to which it or any of its subsidiaries is a party or is subject material to the financial condition, business or results of operations of it and its subsidiaries, taken as a whole, (iv) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, or from any person third party alleging that the consent of such person third party is or may be required in connection with the Merger or the transactions contemplated herebyby this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company (v) any Material Adverse Effect, (b) any actions, suits, written claims, investigations or proceedings commenced or, Effect with respect to such party’s knowledge; provided, threatened againsthowever, relating to or involving or otherwise affecting such party or that the delivery of any of its Subsidiaries which relate notice pursuant to this Agreement, the Merger or the transactions contemplated hereby and (c) or the discovery by a party to this Agreement of any fact, circumstance or event, the occurrence Section 6.07 shall not cure such breach or non-occurrence of which, would reasonably be expected compliance or limit or otherwise affect the remedies available hereunder to cause any of the conditions of the obligations of party receiving such party to consummate the Merger as set forth in Article VII not to be satisfied or the satisfaction of which to be materially delayed in material breach of this Agreementnotice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (b) any actions, suits, written claims, investigations or proceedings Proceeding 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 hereby, (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement (i) that is qualified as to materiality or Material Adverse Effect or Parent Material Adverse Effect, as applicable, to be untrue and (ii) that is not so qualified to be untrue in any material respect, and (d) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 6.16 shall not (A) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (B) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the CompanyCompany (which, notwithstanding Section 8.9, may be delivered in the form of oral notice), of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transactions, (iii) the Merger discovery of any fact or circumstance that, or the transactions contemplated hereby and (c) occurrence or the discovery by a party to this Agreement non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 5.7 shall not (x) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The During the Interim Period, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any notice or other communication received by such party Party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the other transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyMerger, if the subject matter of such communication or the failure of such party Party to obtain such consent is would reasonably likely be expected to result in a Company Material Adverse Effectbe material to the Company, the Surviving Corporation or Parent, (b) any facts or circumstances, or the occurrence or non-occurrence of any event that, individually or in the aggregate, would reasonably be expected to cause any condition to the obligations of any Party hereto to effect the Merger or any of the transactions contemplated by this Agreement not to be satisfied, and (c) any actions, suits, written claims, investigations claims or proceedings commenced or, to such partyParty’s knowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries subsidiaries which relate to this Agreement, the Merger or the other transactions contemplated hereby and (c) or hereby; provided that neither the discovery by a party delivery of any notice pursuant to this Agreement of Section 6.6 nor the access to any fact, circumstance information pursuant to Section 6.7 shall limit the rights or event, remedies available to the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations of Party receiving such party to consummate the Merger as set forth in Article VII not to be satisfied or the satisfaction of which to be materially delayed in material breach of this Agreementnotice.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this AgreementOffer, the Merger or the other transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledge's Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Offer, the Merger or the other transactions contemplated hereby and hereby, (ciii) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the Tender Offer Conditions or any of the conditions of the obligations of such party to consummate the Merger as set forth in Article VII V not to be being satisfied or the satisfaction of which to be those conditions being materially delayed in material breach violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 4.12 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and has notified Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party the Company from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgethe Knowledge of the Company, threatened in writing against, relating to or involving or otherwise affecting such party the Company or any of its Subsidiaries which relate to this AgreementSubsidiary, the Merger or the transactions contemplated hereby and (ciii) or the discovery by a party to this Agreement of any factfact or circumstance that, circumstance or event, the occurrence or non-occurrence of whichany event that, would reasonably be expected to cause any representation or warranty made by the Company contained in this Agreement to be untrue in any material respect, and (iv) any material failure of the conditions Company to comply with or satisfy any covenant or agreement contemplated pursuant to this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.4 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the obligations remedies available to the party receiving such notice. Notwithstanding the foregoing, the failure to comply with this Section 5.4 will not constitute the failure of such party to consummate the Merger as any condition set forth in Article VII not VI to be satisfied or unless the satisfaction underlying event would independently result in the failure of which any such condition to be materially delayed in material breach of this Agreementso satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent (on behalf of itself and Purchaser) shall give prompt notice to the Company, of (ai) any notice the occurrence or other communication received by such party from any Governmental Authority in connection with the 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, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, (b) any actions, suits, written claims, investigations or proceedings 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 (c) or the discovery by a party to this Agreement non-occurrence of any fact, circumstance or eventevent known to it, the occurrence or non-occurrence of which, would which is reasonably be expected likely to cause any of the conditions of the obligations representation or warranty of such party contained in this Agreement to consummate be materially untrue or inaccurate, (ii) any failure of the Merger Company or Parent or Purchaser, as the case may be, to comply with or satisfy, or the occurrence or non-occurrence of any event known to it, the occurrence or non-occurrence of which is reasonably likely to cause the failure by such party materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) the occurrence of any other event known to it which would be reasonably likely (A) to have a Material Adverse Effect or (B) to cause any condition set forth in Annex A or Article VII not 8 to be satisfied unsatisfied in any material respect at any time prior to the closing of the Tender Offer or the satisfaction Effective Time, as the case may be; or (iv) any action, suit, proceeding, inquiry or investigation pending or, to the knowledge of the Company, threatened which to be materially delayed in material breach questions or challenges the validity of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.06 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transactions, the Merger or the transactions contemplated hereby and (ciii) or the discovery by a party to this Agreement of any fact, circumstance or event, the occurrence or non-occurrence of whichany fact, event or circumstance known to it that is reasonably likely, individually or taken together with all other existing facts, events and circumstances known to it, to cause or result in any of the conditions to the Merger set forth in Article VII or any conditions to the Offer not being satisfied, and (iv) the failure of the Company or Parent, as the case may be, to comply with or satisfy any representation or warranty, covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to cause result in any of the conditions of condition to the obligations of such any party to consummate effect the Offer, the Merger as set forth in Article VII or any other Transaction contemplated by this Agreement not to be satisfied or satisfied; provided, however, that the satisfaction delivery of which any notice pursuant to be materially delayed in material this Section 6.8 shall not cure any breach of any representation, warranty, covenant or agreement contained in this AgreementAgreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent Sellers shall give prompt notice to the CompanyBuyer, and the Buyer shall give prompt notice to the Sellers, of (ai) any notice or other communication received by such party Party from any Governmental Authority Entity in connection with the this Agreement, the Merger Transaction or the other transactions contemplated hereby, hereby or from any person alleging that the consent of such person is or may be required in connection with the Merger Transaction or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party Party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Acquired Companies or the Buyer, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such partyParty’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries which relate to this Agreement, the Merger Transaction or the other transactions contemplated hereby and hereby, (ciii) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions of Conditions to the obligations of such party to consummate the Merger as Closing set forth in Article VII not to be being satisfied or the satisfaction of which to be those conditions being materially delayed in material violation of any provision hereto; provided, however, that the delivery of any notice pursuant to this Section 5.21 shall not (x) cure any breach of this Agreementof, or non-compliance with, any other provision hereto or (y) limit the remedies available to the Party receiving such notice.

Notification of Certain Matters. The Company HSE General Partner shall give prompt notice to ParentHoldings, and Parent Holdings shall give prompt notice to the CompanyHSE General Partner, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a HSE General Partner, the Surviving Company Material Adverse Effector Holdings, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transactions, the Merger or the transactions contemplated hereby and (ciii) or the discovery by a party to this Agreement of any factfact or circumstance that, circumstance or event, the occurrence or non-occurrence of any event the occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement to be untrue, and (iv) any failure of such party to consummate the Merger as set forth in Article VII not 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 Section 5.5 shall not (nor shall any information provided pursuant to Section 5.4) (x) be considered in determining whether any representation or the satisfaction warranty is true for purposes of which to be materially delayed in material Article VI or Article VII, (y) cure any breach or non-compliance with any other provision of this AgreementAgreement or (z) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other of (a) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the other transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, (b) any actions, suits, written claims, investigations or proceedings 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 relate to this Agreement, the Merger or the other transactions contemplated hereby and or (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions of the obligations of such party to consummate the Merger as set forth in Article VII not to be being satisfied or the satisfaction of which to be those conditions being materially delayed in material breach violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.11 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 notice; provided further, that failure to give prompt notice pursuant to clause (c) 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 constitute such a failure.

Notification of Certain Matters. The Company Liberty and Splitco shall give prompt notice to ParentDIRECTV, and Parent DIRECTV shall give prompt notice to the CompanyLiberty and Splitco, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse EffectLiberty (solely with respect to the Splitco Business, the Liberty Owned DIRECTV Shares or the Transactions), Splitco, Holdings, or DIRECTV, (bii) any actions, suits, written claims, investigations or proceedings 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 Agreementthe Transactions, (iii) the Merger discovery of any fact or circumstance that, or the transactions contemplated hereby and (c) occurrence or the discovery by a party to this Agreement non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 6.9 shall not (x) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (b) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, 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 hereby; and (c) or any event which the discovery by a party to Company becomes aware of between the date of this Agreement and the Closing (or earlier termination of any fact, circumstance or eventthis Agreement in accordance with Article VIII), the occurrence occurrence, or non-occurrence of which, which causes or would reasonably be expected to cause any of the conditions of the obligations of such party to consummate the Merger as set forth in Article VII to fail. For clarity, unintentional failure to give notice under Section 6.7(c) shall not be deemed to be satisfied or the satisfaction of which to be materially delayed in material a breach of this Agreementcovenant under Section 6.7(c).

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt written notice to the Company, Parent of (ai) the occurrence of any change, condition or event, the occurrence of which would cause the condition set forth in the first sentence of Section 7.3(a) to not be satisfied if such change, condition or event occurred immediately prior to the Closing, (ii) the occurrence of any Material Adverse Effect, (iii) any failure of the Company or any of its Subsidiaries to perform any obligation or agreement or comply with any covenant or condition required by this Agreement or any Ancillary Agreement to which the Company is a party, which such failure would cause the condition set forth in the second sentence of Section 7.3(a) to not be satisfied if such failure occurred immediately prior to the Closing, (iv) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or consummation of the transactions contemplated hereby, if the subject matter of such communication by this Agreement or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, Ancillary Agreements or (bv) any actions, suits, written claims, investigations or proceedings commenced Action pending or, to such partythe Company’s knowledge, threatened against, relating to or involving or otherwise affecting such party against the Company or any of its Subsidiaries which relate relating to this Agreement, the Merger or the transactions contemplated hereby and (c) by this Agreement or the discovery by Ancillary Agreements; provided however, that that the Company’s unintentional failure to give notice under this Section 5.6 shall not be deemed to be a party to breach of covenant under this Agreement of any fact, circumstance or event, the occurrence or non-occurrence of which, would reasonably be expected to cause any Section 5.6 but instead shall constitute only a breach of the conditions of underlying representation or warranty or covenant or condition, as the obligations of such party to consummate the Merger as set forth in Article VII not to be satisfied or the satisfaction of which to be materially delayed in material breach of this Agreementcase may be.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transactions, (iii) the Merger discovery of any fact or circumstance that, or the transactions contemplated hereby and (c) occurrence or the discovery by a party to this Agreement non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably cause an Offer Condition not to be expected to cause satisfied, and (iv) any of the conditions of the obligations material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 6.7 shall not (x) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Subject to applicable Law and the requirements of this Agreement, the Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) any material notice or other communication received by such party Party from any Governmental Authority Entity (other than a Taxing Authority) in connection with the this AgreementTransactions, the Merger (b) any written notice or the transactions contemplated hereby, or other written communication received by such Party from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party Party to obtain such consent is would reasonably likely be expected to result in a Company Material Adverse Effectprevent or materially delay the consummation of the Transactions, and (bc) any actions, suits, written claims, investigations or proceedings Action commenced or, to such partyParty’s knowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries or Affiliates which relate to this Agreement, the Merger or any of the transactions contemplated hereby and (c) or other Transactions; provided that the discovery by a party delivery of any notice pursuant to this Agreement of Section 6.5 shall not (i) cure any factbreach of, circumstance or event, the occurrence or non-occurrence compliance with, any other provision of whichthis Agreement or (ii) limit the remedies available to the Party receiving such notice. The Parties agree and acknowledge that the Company’s, would reasonably on the one hand, and Parent’s, on the other hand, compliance or failure of compliance with (but not Willful Breach of) this Section 6.5 shall not be expected to cause any taken into account for purposes of the conditions of the obligations of such party to consummate the Merger as set forth in Article VII not to be satisfied or determining the satisfaction of which the condition referred to be materially delayed in material breach of this AgreementSection 7.2(b) or Section 7.3(b), respectively.

Notification of Certain Matters. The Company shall give prompt notice to Parentthe Purchaser, and Parent the Purchaser shall give prompt notice to the Company, of (a) any notice or other communication received by such party Party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party Party to obtain such consent is reasonably likely could be material to result in a the Company, the Surviving Company Material Adverse Effector the Purchaser, (b) any actions, suits, written claims, investigations or proceedings commenced or, to such partyParty’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries which relate to this Agreement, the Merger or the transactions contemplated hereby and Transactions, (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such Party contained in this Agreement (i) that is qualified as to materiality or Material Adverse Effect to be untrue and (ii) that is not so qualified to be untrue in any material respect, and (d) any material failure of such party Party to consummate the Merger as set forth in Article VII not 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 Section 6.11 shall not (A) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (B) limit the remedies available to the Party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other of (a) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the other transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, (b) any actionsother notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, suits, written claims, investigations or proceedings (c) 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 relate relates to this Agreement, the Merger or the other transactions contemplated hereby and or (cd) any change, condition or the discovery by a party to this Agreement of any fact, circumstance event (i) that renders or event, the occurrence or non-occurrence of which, would reasonably be expected to cause render any representation or warranty of the conditions of the obligations such party set forth in this Agreement (disregarding any materiality qualification contained therein) to be untrue or inaccurate in any material respect or (ii) that results or would reasonably be expected to result in any failure of such party to consummate comply with or satisfy in any material respect any covenant, condition or agreement (including any of the Merger as Offer Conditions or any condition set forth in Article VII not VII) to be complied with or satisfied hereunder; provided, however, that no such notification shall affect any of the representations, warranties, covenants, rights or remedies, or the satisfaction of which conditions to be materially delayed in material breach of this Agreementthe obligations of, the parties hereunder.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transactions, (iii) the Merger discovery of any fact or circumstance that, or the transactions contemplated hereby and (c) occurrence or the discovery by a party to this Agreement non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 5.7 shall not (nor shall any information provided pursuant to Section 5.6) (x) be considered in determining whether any representation or the satisfaction warranty is true for purposes of which to be materially delayed in material Article VI or Article VII, (y) cure any breach or non-compliance with any other provision of this AgreementAgreement or (z) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The From the date hereof to the Effective Time, the Company shall give prompt notice to Parent, and each of Parent and Merger Sub shall give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, thereby 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, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely purports to result in a Company Material Adverse Effectmaterially affect the consummation of the Merger, (b) any actions, suits, written claims, investigations or proceedings Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting against such party or any of its Subsidiaries which relate purports to this Agreementmaterially affect the consummation of the Merger, the Merger or the transactions contemplated hereby and (c) or the discovery by a party to this Agreement of any factoccurrence, circumstance or event, the occurrence or non-occurrence occurrence, of whichany event the occurrence, or non-occurrence, of which would reasonably be expected to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, and (d) any failure of the conditions of Company, Parent or Merger Sub, as the obligations of such party case may be, to consummate the Merger as set forth in Article VII not comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder; provided, that the delivery of any notice pursuant to this Section 7.06 shall not limit or otherwise affect the satisfaction of which remedies available hereunder to be materially delayed in material breach of this Agreementthe party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (b) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledge's Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transactions, the Merger or the transactions contemplated hereby and (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement (i) that is qualified as to materiality or Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, to be untrue and (ii) that is not so qualified to be untrue in any material respect, and (d) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 5.8 shall not (A) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (B) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other in writing of (a) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this AgreementOffer, the Merger or the other transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse EffectParent, (b) any actions, suits, written claims, investigations or proceedings 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 relate that relates to this Agreementthe Offer, the Merger Merger, or the other transactions contemplated hereby and hereby, or (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in (i) any of the conditions of the obligations of such party to consummate the Merger as set forth in Article VII or (ii) the conditions to the Offer set forth in Section 6.23 or Annex I not to be being satisfied or the satisfaction of which to be those conditions being materially delayed in material violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.10 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 notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VII or the conditions to the Offer set forth in Annex I and Section 6.23 (so long as such failure was not the result of an intentional or willful breach of this AgreementSection 6.10) except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure.

Notification of Certain Matters. The Company shall give provide prompt notice to ParentParent and Merger Sub, and Parent and Merger Sub shall give provide prompt notice to the Company, Company of (ai) any written notice or other communication received by such party from any Governmental Authority in connection with Person by the this Agreement, the Merger Company or the transactions contemplated herebyany Company Subsidiary, or from any person by Parent or Merger Sub, respectively, alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse EffectTransactions, (bii) any notice received from any Governmental Authority by the Company or any Company Subsidiary, or by Parent or Merger Sub, respectively, in connection with the Transactions, (iii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which subsidiaries that relate to this Agreementthe Transactions, the Merger or the transactions contemplated hereby and (civ) or the discovery by a party to this Agreement of any factfact or circumstance that, circumstance or event, the occurrence or non-non occurrence of whichany event the occurrence or non occurrence of which would, would reasonably be expected to the Knowledge of the Company or Parent and Merger Sub, as applicable, cause any of the conditions of to the obligations of such party to consummate the Merger as Offer set forth in Article VII Annex A hereto not to be satisfied at the scheduled expiration date for the Offer, (v) any written notice received from any Person by the Company or any Company Subsidiary providing notice of any breach or default in any material respect under any Material Contract pursuant to Section 3.18(b), or (vi) any other communication received from any Person by the satisfaction Company or any Company Subsidiary providing notice of which any breach or default in any material respect under any Material Contract pursuant to be materially delayed in material Section 3.18(b); provided, however, that the delivery of any notice pursuant to this Section 6.6 shall not (A) cure any breach of, or non-compliance with, any other provision of this AgreementAgreement or (B) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the other transactions contemplated hereby, by this Agreement 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 subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effectby this Agreement, (b) any actions, suits, written claims, investigations or proceedings 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 other transactions contemplated hereby and by this Agreement, (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions of the obligations of such party to consummate the Merger as set forth in Article VII VI not to be being satisfied or the satisfaction of which to be those conditions being materially delayed in material breach violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.11 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 notice.

Notification of Certain Matters. The Company Each Party shall give prompt notice to Parent, and Parent shall give prompt notice to promptly notify each of the Company, other Parties of (a) any notice or other communication received by such party Party or its Subsidiaries from any Governmental Authority in connection with the this Agreement, the Merger Contribution or the other transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger Contribution or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, (b) any actions, suits, written claims, investigations or proceedings Action commenced or, to such party’s knowledgethe Knowledge of Company or the Knowledge of Contributor, as applicable, threatened against, relating to to, or involving or otherwise affecting such party Party or any of its Subsidiaries which relate to this Agreement, the Merger Contribution or the other transactions contemplated hereby and hereby, or (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions of to the obligations of such party to consummate the Merger as Contribution set forth in Article VII VI not to be being satisfied or the satisfaction of which to be those conditions being materially delayed in material breach violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 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 notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Contribution 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.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse EffectTransactions, (b) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s 's knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which subsidiaries, if any, that relate to this Agreementthe Transactions, the Merger or the transactions contemplated hereby and (c) or the discovery by a party to this Agreement of any fact, circumstance or event, the occurrence or non-occurrence of which, would any fact or event which could reasonably be expected expected: (i) to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time, (ii) to cause any covenant, condition or agreement hereunder not to be complied with or satisfied in any material respect or (iii) to result in, in the case of Parent, a material adverse effect on Parent's or Merger Sub's ability to consummate the Transactions and, in the case of the Company, a Company Material Adverse Effect, or (d) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder in any material respect; provided, however, that no such notification shall cure any breach or affect the representations, warranties, covenants or agreements of any party or the conditions of to the obligations of such any party to consummate the Merger as set forth in Article VII not to be satisfied or the satisfaction of which to be materially delayed in material breach of this Agreementhereunder.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of of: (a) any notice or other communication received by such party from any Governmental Authority in connection with the 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, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, Transactions; (b) any actionsinvestigation or legal, suitsadministrative, written claims, investigations arbitral or proceedings commenced orother proceeding, to such party’s knowledge's Knowledge, commenced or threatened against, relating to or involving or otherwise affecting against such party or any of its Subsidiaries which that relate to this Agreement, the Merger or the transactions contemplated hereby and Transactions; (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would cause or would reasonably be expected to cause any representation or warranty made by such party contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time which, individually or in the aggregate, would reasonably be expected to result in any of the conditions set forth in Section 6.2 (in the case of the obligations Company) or 6.3 (in the case of Parent) to not be satisfied as a result; and (d) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 5.7 shall not (nor shall any information provided pursuant to Section 5.6): (A) be considered in determining whether any representation or the satisfaction warranty is true for purposes of which to be materially delayed in material Article 6 or Article 7; (B) cure any breach or non-compliance with any other provision of this Agreement; or (C) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse EffectTransactions, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s 's knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transactions, (iii) the Merger discovery of any fact or circumstance that, or the transactions contemplated hereby and (c) occurrence or the discovery by a party to this Agreement non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any (A) in the case of the Company, cause the conditions of the obligations of such party to consummate the Merger as set forth in Article VII Section 5.2(a), Section 5.2(b) or Section 5.2(c) not to be satisfied and (B) in the case of Parent, cause the conditions set forth in Section 5.3(a) or the satisfaction of which Section 5.3(b) not to be materially delayed in material satisfied; provided, however, that the delivery of any notice pursuant to this Section 4.7 shall not (x) cure any breach of, or non-compliance with, any provision of this AgreementAgreement or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall use reasonable efforts to give prompt notice to Parent, and Parent shall use reasonable efforts to give prompt notice to the Company, of of: (a) any notice or other communication received by such party from any Governmental Authority in connection with the 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 herebyTransactions, if the subject matter of such communication would reasonably be expected to be material to the Company, the Surviving Corporation or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, Parent; (b) any actionsinvestigation or legal, suitsadministrative, written claims, investigations arbitral or proceedings commenced orother proceeding, to such party’s knowledgeKnowledge, commenced or threatened against, relating to or involving or otherwise affecting against such party or any of its Subsidiaries which relate to this Agreement, the Merger or the transactions contemplated hereby and Transactions; (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement: (i) that is qualified as to materiality or Material Adverse Effect to be untrue; and (ii) that is not so qualified to be untrue in any material respect; and (d) any material failure of such party to consummate comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the Merger as delivery of any notice pursuant to this Section 5.7 shall not (nor shall any information provided pursuant to Section 5.6)): (A) be considered in determining whether any representation or warranty is true for purposes of Article 6 or Article 7; (B) cure any breach or non-compliance with any other provision of this Agreement; or (C) limit the remedies available to the party receiving such notice; provided, further, that the failure to deliver any notice pursuant to this Section 5.7 shall not be considered in determining whether the condition set forth in Article VII not to be Section 6.2(b) or Section 6.3(b) has been satisfied or the satisfaction of which to be materially delayed related termination right in material breach of this AgreementArticle 7 is available.

Notification of Certain Matters. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (i) the occurrence or non occurrence of any event which is likely (a) to cause any notice representation or other communication received by warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect if made as of the Effective Time so that the Closing condition in Section 7.2(a) or 7.3(a), as applicable, would not be satisfied or (b) to result in any material failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied hereunder, (ii) any communication from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, or from any person Person alleging that the consent of such person Person (or another Person) is or may be required in connection with the Merger or transactions contemplated by this Agreement, (iii) any communication from any Governmental Entity in connection with the transactions contemplated herebyby this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, and (biv) any actionssuit, suitsclaim, written claims, investigations action or proceedings proceeding threatened or commenced or, to such party’s knowledge, threatened against, relating to or involving against or otherwise affecting such party or any of its Subsidiaries which relate that are related to this Agreement, the Merger or the transactions contemplated hereby and (c) or by this Agreement; provided, however, that the discovery by a party delivery of any notice pursuant to this Agreement of any fact, circumstance Section 6.15 shall not limit or event, otherwise affect the occurrence or non-occurrence of which, would reasonably be expected remedies available hereunder to cause any of the conditions of the obligations of parties receiving such party to consummate the Merger as set forth in Article VII not to be satisfied or the satisfaction of which to be materially delayed in material breach of this Agreementnotice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (b) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transactions, the Merger or the transactions contemplated hereby and (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement (i) that is qualified as to materiality or Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, to be untrue and (ii) that is not so qualified to be untrue in any material respect, and (d) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 6.7 shall not (A) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (B) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Each of Parent and the Company shall give provide prompt notice to Parent, and Parent shall give prompt written notice to the Company, of other upon becoming aware (a) that any representation or warranty made by such Party in this Agreement was when made, or subsequently has become, untrue, (b) of any failure by such Party to comply with or satisfy any of its obligations, covenants or agreements hereunder, (c) of the occurrence or nonoccurrence of any event that could reasonably be expected to cause any condition precedent to any obligation of the other Party to consummate the Transactions (including the Merger) not to be satisfied at or prior to the Closing, (d) of any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger Transactions (including the Merger), (e) of any notice or other communication from any Governmental Authority in connection with the transactions contemplated herebyTransactions (including the Merger), if (f) of the subject matter commencement or threat of such communication commencement of any material Action regarding the Transactions (including the Merger), or the failure (g) of such party any other material development affecting its assets, Liabilities, business, financial condition or operations that could be reasonably expected to obtain such consent is reasonably likely to result in cause a Company Material Adverse Effect or Parent Material Adverse Effect, (b) as applicable; provided, however, that neither the delivery of any actions, suits, written claims, investigations notice pursuant to this Section 5.7 nor obtaining any information or proceedings commenced or, knowledge in any investigation pursuant to such party’s knowledge, threatened against, relating to or involving Section 5.5 or otherwise affecting such party or shall (i) cure any of its Subsidiaries which relate to this Agreementbreach of, the Merger or the transactions contemplated hereby and (c) or the discovery by a party to this Agreement of any fact, circumstance or event, the occurrence or non-occurrence of whichcompliance with, would reasonably be expected to cause any of the conditions of the obligations representation or warranty requiring disclosure of such party to consummate the Merger as set forth in Article VII not to be satisfied matter, or the satisfaction of which to be materially delayed in material any breach of this Agreement.31

Notification of Certain Matters. The Company (a) AHB shall give prompt notice to Parent, and Parent shall give prompt notice to the CompanyAHB, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transaction or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse EffectTransaction, (bii) any actions, suits, written claimsor legal, administrative, arbitration or other proceedings or governmental investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transaction (exclusive of general economic or regulatory factors affecting business in general), the Merger or the transactions contemplated hereby and (ciii) or the discovery by a party to this Agreement of any factfact or circumstance that, circumstance or event, the occurrence or non-non occurrence of any event the occurrence or non occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect, to be untrue, and (B) that is not so qualified, to be untrue in any material respect, (iv) any failure of such party to consummate the Merger as set forth in Article VII not comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder; and (v) any notice or other communication received by such party from any Governmental Authority asserting, requesting documents pertaining to or commencing an investigation of, the satisfaction mortgage origination business of which to be materially delayed in material breach any member of this Agreementthe AHB Group.

Notification of Certain Matters. The Company To the extent not prohibited by applicable Legal Requirements, the Acquirees shall give prompt notice to ParentParent and DPWF, and Parent and DPWF shall give prompt notice to the CompanyAcquirees, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Parent, DPWF or the Acquirees, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transactions, the Merger or the transactions contemplated hereby and (ciii) or the discovery by a party to this Agreement of any fact, circumstance or event, the occurrence or non-occurrence of which, any event that would reasonably be expected to cause or result in any of the conditions of to the obligations of such party to consummate the Merger as Exchange set forth in Article VII XI not being satisfied, and (iv) any notice or other communication received by any Acquiree from FINRA; provided, however, that the delivery of any notice pursuant to be satisfied this Section 9.8 shall not (i) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (ii) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to ParentRG, and Parent RG shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse EffectTransactions, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s 's knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transactions, (iii) the Merger discovery of any fact or circumstance that, or the transactions contemplated hereby and (c) occurrence or the discovery by a party to this Agreement nonoccurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would is reasonably be expected likely to cause any (A) in the case of the Company, cause the conditions of the obligations of such party to consummate the Merger as set forth in Article VII Section 5.2(a) or Section 5.2(b) not to be satisfied and (B) in the case of RG, cause the conditions set forth in Section 5.3(a) or the satisfaction of which Section 5.3(b) not to be materially delayed in material satisfied; provided, however, that the delivery of any notice pursuant to this Section 4.8 shall not (x) cure any breach of, or non-compliance with, any provision of this AgreementAgreement or (y) limit the remedies available to the party receiving such notice. Section 4.9.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (b) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transactions, the Merger or the transactions contemplated hereby and (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement (i) that is qualified as to materiality or Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, to be untrue and (ii) that is not so qualified to be untrue in any material respect, and (d) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 5.8 shall not (A) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (B) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and promptly notify Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party the Company from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any material actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgethe Knowledge of the Company, threatened in writing against, relating to or involving or otherwise affecting such party the Company or any of its Subsidiaries which relate to this AgreementSubsidiaries, the Merger or the transactions contemplated hereby and (ciii) or the discovery by a party to this Agreement of any factfact or circumstance that, circumstance or event, the occurrence or non-occurrence of whichany event that, would reasonably be expected to cause any representation or warranty made by the Company contained in this Agreement to be untrue in any material respect, and (iv) any material failure of the conditions Company to comply with or satisfy any covenant or agreement contemplated pursuant to this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the obligations remedies available to the party receiving such notice. Notwithstanding the foregoing, the failure to comply with this Section 5.6 will not constitute the failure of such party to consummate the Merger as any condition set forth in Article VII not VI to be satisfied or unless the satisfaction underlying event would independently result in the failure of which a such condition to be materially delayed in material breach of this Agreementso satisfied.

Notification of Certain Matters. The To the extent not prohibited by applicable Law, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transactions, the Merger or the transactions contemplated hereby and (ciii) or the discovery by a party to this Agreement of any fact, circumstance or event, the occurrence or non-occurrence of which, any event that would reasonably be expected to cause or result in any of the conditions of the obligations of such party to consummate the Merger as set forth in Article VII VI not being satisfied, and (iv) any notice or other communication received by the Company from the trustee to be satisfied the Company’s bonds listed on the TASE in connection with the Transactions; provided, however, that the delivery of any notice pursuant to this Section 5.8 shall not (i) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (ii) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and promptly notify Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party the Company from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgethe Knowledge of the Company, threatened in writing against, relating to or involving or otherwise affecting such party the Company or any of its Subsidiaries which relate to this AgreementSubsidiaries, the Merger or the transactions contemplated hereby and (ciii) or the discovery by a party to this Agreement of any factfact or circumstance that, circumstance or event, the occurrence or non-occurrence of whichany event that, would reasonably be expected to cause any representation or warranty made by the Company contained in this Agreement to be untrue in any material respect, and (iv) any material failure of the conditions Company to comply with or satisfy any covenant or agreement contemplated pursuant to this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the obligations remedies available to the party receiving such notice. Notwithstanding the foregoing, the failure to comply with this Section 5.6 will not constitute the failure of such party to consummate the Merger as any condition set forth in Article VII not VI to be satisfied or unless the satisfaction underlying event would independently result in the failure of which any such condition to be materially delayed in material breach of this Agreementso satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parentthe Buyer, and Parent the Buyer shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger Transaction or the other transactions contemplated hereby, hereby or from any person alleging that the consent of such person is or may be required in connection with the Merger Transaction or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a the Company Material Adverse Effector the Buyer, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreement, the Merger Transaction or the other transactions contemplated hereby and hereby, (ciii) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions of Conditions to the obligations of such party to consummate the Merger as Transaction set forth in Article VII ARTICLE VIII not to be being satisfied or the satisfaction of which to be those conditions being materially delayed in material breach violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.9 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the remedies available to the party receiving such notice. The Company shall notify the Buyer, on a reasonably current basis, of any events or changes with respect to any criminal or material regulatory investigation or action involving the Company or any of its Affiliates (but, excluding traffic violations or similar misdemeanors), and shall reasonably cooperate with the Buyer or its Affiliates in efforts to mitigate any adverse consequences to the Buyer or its Affiliates which may arise (including by coordinating and providing assistance in meeting with regulators).

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any actions, suits, written claims, investigations or proceedings Proceedings 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 Agreementthe Transactions, (iii) the Merger discovery of any fact or circumstance that, or the transactions contemplated hereby and (c) occurrence or the discovery by a party to this Agreement non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 5.7 shall not (x) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice Each of the parties to Parentthis Agreement, and Parent upon obtaining knowledge of any of the following, shall give prompt notice to the Company, others of (ai) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such Person contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Person not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Effective Time, (ii) any material failure of any of the parties, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any party to this Agreement, as applicable, to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this AgreementArrangement, the Merger (v) any notice or the transactions contemplated hereby, or other communication from any person third party alleging that the consent of such person third party is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, (b) any actions, suits, written claims, investigations or proceedings 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 by this Agreement, the Merger or the transactions contemplated hereby and (cvi) any event or the discovery by a party to this Agreement of any factoccurrence that has, circumstance or event, the occurrence or non-occurrence of which, would reasonably be expected to cause have a BAM Material Adverse Effect or BPY Material Adverse Effect with respect to BAM or BPY, as the case may be; provided, however, that the delivery of any of notice pursuant to this Section 4.8 shall not cure such breach or non-compliance or limit or otherwise affect the conditions of remedies available hereunder to the obligations of Person receiving such party to consummate the Merger as set forth in Article VII not to be satisfied or the satisfaction of which to be materially delayed in material breach of this Agreementnotice.

Notification of Certain Matters. The From and after the date of this Agreement until the earlier to occur of the Effective Date or termination of this Agreement in accordance with its terms, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the transactions contemplated hereby, other Transactions 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 herebyother Transactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a the Company, the Surviving Company Material Adverse Effect, or Parent; (b) any actions, suits, written claims, investigations or proceedings Legal Proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries subsidiaries which relate to this Agreement, the Merger or the transactions contemplated hereby other Transactions; and (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions of the obligations of such party to consummate the Merger as set forth in Article VII not to be being satisfied or the satisfaction of which to be those conditions being materially delayed in material breach violation of any provision of this Agreement; provided, that the delivery of any notice pursuant to this Section 6.9 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 notice or the representations or warranties of the parties, or the conditions to the obligations of the parties hereto.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyMerger, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any orders, actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledge's Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Merger, (iii) the Merger discovery of any fact or circumstance that, or the transactions contemplated hereby and (c) occurrence or the discovery by a party to this Agreement non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 5.7 shall not (x) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any written notice or other communication received by such party from any Governmental or Regulatory Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to could result in a Company Material Adverse Effectany of the conditions set forth in ARTICLE VI or Annex A not being able to be satisfied prior to the Walk-Away Date, (b) any actions, suits, written claims, investigations or proceedings commenced or, to the Knowledge of 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 Agreementthe Transactions, the Merger or the transactions contemplated hereby and (c) the discovery, with actual knowledge of any executive officer of the Company, of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would cause any representation or warranty of the Company contained in this Agreement to be untrue in any material respect; provided, however, that the delivery of any notice pursuant to this Section 5.6 shall not (A) cure any breach of, or non-compliance with, any other provision of this Agreement or (B) limit the remedies available to the party receiving such notice; and provided, further, that the delivery of notice pursuant to clause (c) shall solely be for informational purposes except with respect to any willful and material breaches by the Company of such representation or warranty or if the breach of representation or warranty would reasonably be expected to cause any of result in a Material Adverse Effect on the conditions of the obligations of such party to consummate the Merger as set forth in Article VII not to be satisfied or the satisfaction of which to be materially delayed in material breach of this AgreementCompany.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any notice or other communication received by such party Party from any Governmental Authority Body in connection with the this Agreement, the Merger Mergers or the other transactions contemplated hereby, by this Agreement or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger Mergers or the other transactions contemplated herebyby this Agreement, if the subject matter of such communication or the failure of such party Party to obtain such consent is reasonably likely would be material to result in a the Company, the Surviving Company Material Adverse Effector Parent, (b) any actions, suits, written claims, investigations or proceedings Legal Proceedings commenced or, to such partyParty’s knowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries which that relate to the Mergers or the other transactions contemplated by this Agreement, the Merger or the transactions contemplated hereby and (c) or the discovery by a party to this Agreement of any factfact or circumstance that, circumstance or event, the occurrence or non-occurrence of whichany event that, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such Party contained in this Agreement (i) that is qualified as to materiality or Material Adverse Effect to be untrue and (ii) that is not so qualified to be untrue in any material respect, and (d) any failure of such party Party to consummate the Merger as set forth comply with or satisfy in Article VII not all material respects any covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.8 shall not (x) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (y) limit the remedies available to the Party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other of (a) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the other transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, (b) any actionsother notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, suits, written claims, investigations or proceedings (c) 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 relate to this Agreement, the Merger or the other transactions contemplated hereby and or (cd) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions of the obligations of such party to consummate the Merger as set forth in Article VII VI not to be being satisfied or the satisfaction of which to be those conditions being materially delayed in material breach violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.7 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 notice; provided further, that failure to give prompt notice pursuant to clause (d) of this Section 5.7 shall not be treated as a breach of covenant for the purposes of Section 6.2(b) or Section 6.3(b) hereof, except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a breach.

Notification of Certain Matters. The Company One Stone shall give prompt notice to ParentMagellan, and Parent Magellan shall give prompt notice to the CompanyOne Stone, of (a) any notice or other communication received by such party Party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, (b) any actions, suits, written claims, investigations or proceedings commenced or, to such partyParty’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries which and that relate to this Agreement, the Merger or the transactions contemplated hereby and hereby, (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably result in the failure to be expected to cause satisfied of any of the conditions of to the obligations Closing in ARTICLE V and (d) any material failure of such party Party to consummate comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereby which would result in the Merger as set forth in Article VII not failure to be satisfied or of any of the satisfaction conditions to the Closing in ARTICLE V; provided that, in the case of which clauses (c) and (d), the failure to comply with this Section 4.7 shall not result in the failure to be materially delayed satisfied of any of the conditions to the Closing in material breach ARTICLE V, or give rise to any right to terminate this Agreement under ARTICLE VI, if the underlying fact, circumstance, event or failure would not in and of this Agreement.itself give rise to such failure or right. Section 4.8

Notification of Certain Matters. The Subject to applicable Law and the requirements of this Agreement, the Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) any material notice or other communication received by such party Party from any Governmental Authority Entity in connection with the this AgreementTransactions, the Merger (b) any written notice or the transactions contemplated hereby, or other written communication received by such Party from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party Party to obtain such consent is would reasonably likely be expected to result in a Company Material Adverse Effectprevent or materially delay the consummation of the Transactions, and (bc) any actions, suits, written claims, investigations or proceedings Action commenced or, to such partyParty’s knowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries subsidiaries or Affiliates which relate to this Agreement, the Merger or any of the transactions contemplated hereby and (c) or other Transactions; provided that the discovery by a party delivery of any notice pursuant to this Agreement of Section 6.5 shall not (i) cure any factbreach of, circumstance or event, the occurrence or non-occurrence compliance with, any other provision of whichthis Agreement or (ii) limit the remedies available to the Party receiving such notice. The Parties agree and acknowledge that the Company’s, would reasonably on the one hand, and Parent’s, on the other hand, compliance or failure of compliance with (but not Willful Breach of) this Section 6.5 shall not be expected to cause any taken into account for purposes of the conditions of the obligations of such party to consummate the Merger as set forth in Article VII not to be satisfied or determining the satisfaction of which the condition referred to be materially delayed in material breach of this AgreementSection 7.2(b) or Section 7.3(b), respectively.

Notification of Certain Matters. The Company parties hereto shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, each other of (a) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the other transactions contemplated hereby, 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 subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent; (b) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, 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 other transactions contemplated hereby hereby; and (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions of the obligations of such party Conditions to consummate the Merger as set forth in Article VII VI not to be being satisfied or the satisfaction of which to be those conditions being materially delayed in material breach violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the other transactions contemplated hereby, 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 subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent or (b) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries subsidiaries which relate to this Agreement, the Merger or the other transactions contemplated hereby and (c) or hereby; provided, however, that the discovery by a party delivery of any notice pursuant to this Agreement of Section 6.11 shall not (i) cure any factbreach of, circumstance or event, the occurrence or non-occurrence of whichcompliance with, would reasonably be expected to cause any of the conditions of the obligations of such party to consummate the Merger as set forth in Article VII not to be satisfied or the satisfaction of which to be materially delayed in material breach other provision of this AgreementAgreement or (ii) limit the remedies available to the party receiving such notice. The parties agree and acknowledge that the Company’s compliance or failure of compliance with this Section 6.11 shall not be taken into account for purposes of determining whether the condition referred to in Section 7.2(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the other transactions contemplated hereby, 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 subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, 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 other transactions contemplated hereby and hereby, (ciii) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions of the obligations of such party Conditions to consummate the Merger as set forth in Article VII VI not to be being satisfied or the satisfaction of which to be those conditions being materially delayed in material breach violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the remedies available to the party receiving such notice; and, provided, further, that the failure to give prompt notice hereunder pursuant to clause (iii) 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.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any actions, suits, written claims, investigations or proceedings 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 Agreementthe Transactions, (iii) the Merger discovery of any fact or circumstance that, or the transactions contemplated hereby and (c) occurrence or the discovery by a party to this Agreement non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 5.7 shall not (x) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to ParentParent and Merger Sub, and Parent and Merger Sub shall give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the transactions contemplated hereby, other Transactions 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, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effectother Transactions, (b) any actions, suits, written claims, investigations or proceedings 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 AgreementSubsidiaries, the Merger or the transactions contemplated hereby and (c) any representation or warranty made by it in this Agreement to be untrue in any material respect, (d) any failure of such party to comply with or satisfy, any covenant, condition or agreement to be complied with or satisfied by it hereunder, and (e) the discovery by a party to this Agreement of any factfact or circumstance that, circumstance or event, the occurrence or non-occurrence of whichany event which would, would reasonably be expected to cause or result in any of the conditions of the obligations of such party to consummate the Merger as set forth in Article VII VI not to be being satisfied or the satisfaction of which those conditions being materially delayed; provided, however, that the delivery of any notice pursuant to be materially delayed in material this Section 5.9 shall not (i) cure any breach of, or non-compliance with, any other provision of this AgreementAgreement or (ii) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to ParentRG, and Parent RG shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse EffectTransactions, (bii) any actions, suits, written claims, investigations or proceedings 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 Agreementthe Transactions, (iii) the Merger discovery of any fact or circumstance that, or the transactions contemplated hereby and (c) occurrence or the discovery by a party to this Agreement nonoccurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would is reasonably be expected likely to cause any (A) in the case of the Company, cause the conditions of the obligations of such party to consummate the Merger as set forth in Article VII Section 5.2(a) or Section 5.2(b) not to be satisfied and (B) in the case of RG, cause the conditions set forth in Section 5.3(a) or the satisfaction of which Section 5.3(b) not to be materially delayed in material satisfied; provided, however, that the delivery of any notice pursuant to this Section 4.8 shall not (x) cure any breach of, or non-compliance with, any provision of this AgreementAgreement or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledge's Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transactions, (iii) the Merger discovery of any fact or circumstance that, or the transactions contemplated hereby and (c) occurrence or the discovery by a party to this Agreement non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 5.7 shall not (nor shall any information provided pursuant to Section 5.6) (x) be considered in determining whether any representation or the satisfaction warranty is true for purposes of which to be materially delayed in material Article VI or Article VII, (y) cure any breach or non-compliance with any other provision of this AgreementAgreement or (z) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent(a) From the date hereof through Closing, and Parent the parties hereto shall give prompt notice to the Company, other parties of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, by this Agreement; (biii) any actionsActions, suits, written claims, investigations or proceedings commenced orthat, if pending on the date of this Agreement, would have been required to have been disclosed; (iv) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause such party’s knowledge, threatened against, relating respective representations or warranties contained in this Agreement to be untrue or involving or otherwise affecting such party or inaccurate in any of its Subsidiaries which relate to this Agreement, the Merger or the transactions contemplated hereby material respect and (cv) or the discovery by a party to this Agreement of any fact, circumstance or event, the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations material failure of such party to consummate the Merger as set forth in Article VII not comply with or satisfy any of its respective covenants, conditions or agreements to be complied with or satisfied or the satisfaction of which by it under this Agreement; provided, however, that such disclosure shall not be deemed to be materially delayed in material cure any breach of this Agreementa representation, warranty, covenant or agreement, or to satisfy any condition.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely would be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any actions, suits, written claims, investigations or proceedings Actions commenced or, to such party’s knowledgeknowledge (or, with respect to the Company, the Company’s Knowledge), threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transactions, (iii) the Merger discovery of any fact or circumstance that, or the transactions contemplated hereby and (c) occurrence or the discovery by a party to this Agreement non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Parent Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 5.7 shall not (x) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any of the following of which either party becomes aware: (ai) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be materially untrue or inaccurate; (ii) any notice or other communication received by such party from any Governmental Authority in connection with the 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 transactions contemplated by this Agreement; (iii) any notice or communication from any Governmental Authority in connection with the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, by this Agreement; (biv) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledge, threatened againstits knowledge threatened, 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 by this Agreement; or (v) any failure of the Company, Parent or Merger Sub, as the case may be, materially to comply with or satisfy 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 Section shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice; and (cprovided further that failure to give such notice shall not be treated as a breach of a covenant for the purposes of Sections 6.02(b), 6.03(b) or 7.01(h) unless the discovery by a party failure to this Agreement of any fact, circumstance or event, the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations of give such party to consummate the Merger as set forth in Article VII not to be satisfied or the satisfaction of which to be materially delayed notice results in material breach of this Agreementprejudice to the other party.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party (and, in the case of Parent, any received by Merger Sub) from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, thereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebythereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely would be material to result in a Company Material Adverse Effectthe transaction, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, 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 thereby, (ciii) the occurrence, or the discovery by a party failure to this Agreement occur, of any fact, circumstance or event, the event which occurrence or non-occurrence of which, failure would reasonably be expected likely to cause any of representation or warranty contained in this Agreement and required to be made by the conditions of the obligations of such notifying party to consummate be untrue or inaccurate in any material respect any time from the Merger as set forth in Article VII not date hereof to the Closing Date and (iv) and material failure to comply with or satisfy a covenant, condition or agreement to be complied with or satisfied or the satisfaction of which by it hereunder, and each party shall use reasonable efforts to be materially delayed in material breach of this Agreementremedy such failure.

Notification of Certain Matters. The Company shall use reasonable efforts to give prompt notice to Parent, and Parent shall use reasonable efforts to give prompt notice to the Company, of of: (a) any notice or other communication received by such party from any Governmental Authority in connection with the 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 herebyTransactions, if the subject matter of such communication would reasonably be expected to be material to the Company, the Surviving Corporation or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, Parent; (b) any actionsinvestigation or legal, suitsadministrative, written claims, investigations arbitral or proceedings commenced orother proceeding, to such party’s knowledge's Knowledge, commenced or threatened against, relating to or involving or otherwise affecting against such party or any of its Subsidiaries which relate to this Agreement, the Merger or the transactions contemplated hereby and Transactions; (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement: (i) that is qualified as to materiality or Material Adverse Effect to be untrue; and (ii) that is not so qualified to be untrue in any material respect; and (d) any material failure of such party to consummate comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the Merger as delivery of any notice pursuant to this Section 5.7 shall not (nor shall any information provided pursuant to Section 5.6)): (A) be considered in determining whether any representation or warranty is true for purposes of Article 6 or Article 7; (B) cure any breach or non-compliance with any other provision of this Agreement; or (C) limit the remedies available to the party receiving such notice; provided, further, that the failure to deliver any notice pursuant to this Section 5.7 shall not be considered in determining whether the condition set forth in Article VII not to be Section 6.2(b) or Section 6.3(b) has been satisfied or the satisfaction of which to be materially delayed related termination right in material breach of this AgreementArticle 7 is available.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger Agreement or the transactions contemplated hereby, (ii) any notice or other communication received from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (biii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries Affiliates which relate to this Agreement, the Merger Agreement or the transactions contemplated hereby and hereby, (civ) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected give rise to cause any the failure of the conditions of the obligations of such party to consummate the Merger as a condition set forth Section 7.2(a) or (b); provided, however, that the delivery of any notice pursuant to this Section 6.2 shall not have any effect on the representations, warranties, covenants or agreements contained in Article VII not to be satisfied or the this Agreement for purposes of determining satisfaction of which to be materially delayed in material breach of this Agreementany condition contained herein.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this Agreement, Offer or the Merger or the other transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Offer or the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, (bii) any actions, suits, written claims, investigations or proceedings Actions commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreement, the Offer or the Merger or the other transactions contemplated hereby and or (ciii) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions of to the obligations of such party to consummate Offer or the Merger as set forth in Annex A or Article VII VI not to be being satisfied or the satisfaction of which to be those conditions being materially delayed in material breach violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the remedies available to the party receiving such notice; and, provided, further, that the failure to give prompt notice hereunder pursuant to clause (iii) shall not constitute a failure of a condition to the Offer or the Merger set forth in Annex A or Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ai) any written notice or other written communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a the Company, the Surviving Company Material Adverse Effector Parent, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgethe Knowledge of the Company or to the knowledge of Parent, as the case may be, 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 (ciii) or the discovery by a party to this Agreement of any fact, circumstance or event, the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations material failure of such party to consummate comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the Merger as failure to deliver any notice pursuant to this Section 7.11 shall not be considered in determining whether the condition set forth in Article VII not Section 8.2(b) or 8.3(b) has been satisfied except to be satisfied or the satisfaction of which extent that a party hereto is actually materially prejudiced by such failure to be materially delayed in material breach of this Agreementgive notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Merger Sub and Parent and Merger Sub shall give prompt notice to the Company, Company of (a) any written notice or other communication received by from any Person alleging that the consent of such party Person is required in connection with the Transactions, (b) any notice from any Governmental Authority in connection with the 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, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse EffectTransactions, (bc) any actions, suits, written claims, investigations Actions or proceedings claims commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which the Company Subsidiary that relate to this Agreementthe Transactions, the Merger or the transactions contemplated hereby and (cd) or the discovery by a party to this Agreement of any factfact or circumstance, circumstance or event, the occurrence or non-occurrence of whichany event, that would reasonably be expected to cause any of representation or warranty made by such party contained in this Agreement to be, with respect to the conditions of Company, untrue or inaccurate such that the obligations Offer Conditions would not be satisfied, and (e) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 6.11 shall not (i) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (ii) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company FNF and New Remy shall give prompt notice to ParentOld Remy, and Parent Old Remy shall give prompt notice to the CompanyFNF and New Remy, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse EffectTransactions, (bii) any actions, suits, written claims, investigations or proceedings 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 Agreementthe Transactions, (iii) the Merger discovery of any fact or circumstance that, or the transactions contemplated hereby and (c) occurrence or the discovery by a party to this Agreement non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement or another Transaction Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 6.8 shall not (x) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the other transactions contemplated hereby, 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 subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent; (bii) any actions, suits, written claims, investigations or proceedings 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 other transactions contemplated hereby and hereby; (ciii) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions of the obligations of such party to consummate the Merger as set forth in Article VII VI not to be being satisfied or the satisfaction of which to be those conditions being materially delayed in material breach violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the remedies available to the party receiving such notice; and, provided, further, that the failure to give prompt notice hereunder pursuant to clause (iii) 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.

Notification of Certain Matters. The Company shall give prompt written notice to ParentParent and Merger Sub, and Parent and Merger Sub shall give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in 49 connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is would reasonably likely be expected to result in cause a Company Material Adverse Effect or a Parent Material Adverse Effect, (b) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transactions, the Merger or the transactions contemplated hereby and (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of representation or warranty made by such party contained in this Agreement (i) that is qualified as to materiality or a Company Material Adverse Effect or a Parent Material Adverse Effect, as the conditions of the obligations case may be, to be untrue and (ii) that is not so qualified to be untrue in any material respect, and (d) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 5.7 shall not (A) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (B) limit the remedies available to the party receiving such notice, in each case.

Notification of Certain Matters. The Company shall give prompt written notice to ParentParent and Merger Sub, and Parent and Merger Sub shall give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (b) any actions, suits, written claims, investigations or proceedings Proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transactions, the Merger or the transactions contemplated hereby and (c) or the discovery by a party to this Agreement of any factfact or circumstance that, circumstance or event, the occurrence or non-occurrence of any event the occurrence or non- occurrence of which, would reasonably be expected to cause any of representation or warranty made by such party contained in this Agreement (i) that is qualified as to materiality or a Company Material Adverse Effect or a Parent Material Adverse Effect, as the conditions of the obligations case may be, to be untrue and (ii) that is not so qualified to be untrue in any material respects, and (d) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 5.7 shall not (A) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (B) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this AgreementOffer, the Merger or the other transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Offer, the Merger or the other transactions contemplated hereby and hereby, (ciii) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the Tender Offer Conditions or any of the conditions of the obligations of such party to consummate the Merger as set forth in Article VII V not to be being satisfied or the satisfaction of which to be those conditions being materially delayed in material breach violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 4.12 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Merger Sub and Parent and Merger Sub shall give prompt notice to the Company, Company of (a) any written notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyby this Agreement, if including the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse EffectMerger, (b) any actions, suits, written claims, investigations or proceedings Actions commenced or, to such partyParty’s knowledgeKnowledge, threatened against, relating to against or involving or otherwise affecting such party Party or any of its Subsidiaries which that relate to the transactions contemplated by this Agreement, including the Merger or the transactions contemplated hereby and Merger, (cd) or the discovery by a party to this Agreement of any factfact or circumstance, circumstance or event, the occurrence or non-occurrence of whichany event, that would reasonably be expected to cause any of representation or warranty made by such Party contained in this Agreement to be, with respect to the conditions of Company, untrue or inaccurate such that the obligations of such party to consummate the Merger as condition set forth in Article VII Section 7.02(a) would not be satisfied, and with respect to Parent and Merger Sub, untrue or inaccurate such that the condition set forth in Section 7.03(a) would not be satisfied, and (e) any material failure of such Party to 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 Section 6.15 shall not (i) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (ii) limit the remedies available to the Party receiving such notice.

Notification of Certain Matters. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) any notice or other communication received by such party Party from any Governmental Authority in connection with the this Agreement, the Merger or any of the other transactions contemplated hereby, (b) any notice or other communication received by such Party from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or any of the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, and (bc) any actions, suits, written claims, investigations or proceedings Action commenced or, to such partyParty’s knowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries which relate to or Affiliates which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any section of this Agreement or relate to the Merger or any of the other transactions contemplated hereby and (c) or hereby; provided that the discovery by a party delivery of any notice pursuant to this Agreement of Section 6.5 shall not (i) cure any factbreach of, circumstance or event, the occurrence or non-occurrence compliance with, any other provision of which, would reasonably be expected this Agreement or (ii) limit the remedies available to cause any the Party receiving such notice. The Parties agree and acknowledge that the failure to give prompt notice pursuant to this Section 6.5 shall not constitute a failure of the conditions of the obligations of such party to consummate the Merger as a condition set forth in Article VII not except to be satisfied or the satisfaction of which to be materially delayed in material extent that the underlying breach of this Agreementa representation or warranty or failure to perform any covenant or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. The Company Each Party shall give prompt notice to Parent, and Parent shall give prompt written notice to the Company, of other Parties of: (ai) any notice the occurrence or other communication received by such party from any Governmental Authority in connection with the 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, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, (b) any actions, suits, written claims, investigations or proceedings 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 (c) or the discovery by a party to this Agreement non-occurrence of any factchange, circumstance condition or event, the occurrence or non-occurrence of whichwhich would render any representation or warranty of such Party contained in this Agreement or any Ancillary Agreement, if made on or immediately following the date of such event, untrue or inaccurate; (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Material Adverse Effect; (iii) any failure of such Party or any of its Affiliates to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would reasonably be expected to cause otherwise result in the nonfulfillment of any of the conditions to the other Parties’ obligations hereunder; (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the obligations transactions contemplated by this Agreement or the Ancillary Agreements; or (v) any action pending or, to the relevant Party’s knowledge, threatened against any Party relating to the transactions contemplated by this Agreement or the Ancillary Agreements. Notwithstanding anything to the contrary contained in this Agreement, a Party’s recovery for the other Party’s breach of such party this Section 5.6 pursuant to consummate an indemnification claim made under Section 9.1(d) or 9.2 shall be subject to the Merger as limitations set forth in Article VII not to be satisfied or the satisfaction of which to be materially delayed in material breach of this AgreementSections 9.4 (b), (c), and (d).

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of of: (a) any notice or other communication received by such party from any Governmental Authority in connection with the 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, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, Transactions; (b) any actionsinvestigation or legal, suitsadministrative, written claims, investigations arbitral or proceedings commenced orother proceeding, to such party’s knowledgeKnowledge, commenced or threatened against, relating to or involving or otherwise affecting against such party or any of its Subsidiaries which that relate to this Agreement, the Merger or the transactions contemplated hereby and Transactions; (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would cause or would reasonably be expected to cause any representation or warranty made by such party contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time which, individually or in the aggregate, would reasonably be expected to result in any of the conditions set forth in Section 6.2 (in the case of the obligations Company) or 6.3 (in the case of Parent) to not be satisfied as a result; and (d) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 5.7 shall not (nor shall any information provided pursuant to Section 5.6): (A) be considered in determining whether any representation or the satisfaction warranty is true for purposes of which to be materially delayed in material Article 6 or Article 7; (B) cure any breach or non-compliance with any other provision of this Agreement; or (C) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company WPC shall give prompt notice to ParentEsmark, and Parent Esmark shall give prompt notice to the CompanyWPC, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse EffectNewCo, WPC or Esmark, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, 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 hereby, (iii) the Execution Version Agreement and (c) Plan of Merger discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 5.7 shall not (x) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transactions, (iii) the Merger discovery of any fact or circumstance that, or the transactions contemplated hereby and (c) occurrence or the discovery by a party to this Agreement non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably cause an Offer Condition not to be expected to cause satisfied, and (iv) any of the conditions of the obligations material failure of such party to consummate the Merger as set forth in Article VII not comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder. Notwithstanding the foregoing, the delivery of any notice pursuant to this Section 6.8 shall not (x) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company Until the Closing, each party hereto shall give prompt notice to Parent, and Parent shall give prompt notice to promptly notify the Company, other parties in writing of (a) the occurrence of any change, condition or event that has had or is reasonably likely to have a Company Material Adverse Effect or an Acquiror Material Adverse Effect, as applicable, (b) any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to result in any of the conditions set forth in Article VII of this Agreement becoming incapable of being satisfied, (c) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or consummation of the transactions contemplated hereby, if the subject matter of such communication by this Agreement or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effect, Ancillary Agreements or (bd) any actions, suits, written claims, investigations or proceedings commenced Action pending or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting against such party or any of its Subsidiaries which relate the parties relating to this Agreement, the Merger or the transactions contemplated hereby and (c) by this Agreement or the discovery by a party to this Agreement of any factAncillary Agreements; provided, circumstance or eventhowever, the occurrence or non-occurrence of which, would reasonably be expected to cause that no such notification shall affect any of the representations, warranties, covenants, rights or remedies, or the conditions of to the obligations of, the parties hereunder; provided, further, that failure to give prompt notice pursuant to this Section 5.8 shall not constitute a failure of such party a condition to consummate the Merger as set forth in Article VII VII, except to the extent that the underlying fact or circumstance not to be satisfied or the satisfaction of which to be materially delayed in material breach of this Agreementso notified would, standing alone, constitute such a failure.

Notification of Certain Matters. The Company shall give prompt notice to ParentBidCo, and Parent BidCo shall give prompt notice to the Company, of (a) any notice or other communication received by such party Party from any Governmental Authority Entity in connection with the this Agreement, the Merger Acquisition or the other transactions contemplated hereby, hereby or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger Acquisition or the transactions contemplated herebyherein, to the extent such consent is not already contemplated by this Agreement, if the subject matter of such communication or the failure of such party Party to obtain such consent is reasonably likely could be material to result in a the Company Material Adverse Effect, or BidCo; (b) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s Party's knowledge, threatened against, relating to or involving or otherwise affecting in writing against such party Party or any of its Subsidiaries subsidiaries which relate to this Agreement, the Merger Acquisition or the other transactions contemplated hereby and hereby; or (c) any change, condition or the discovery by event (i) has had, or would reasonably to have, a party to this Agreement of any factMaterial Adverse Effect, circumstance or event(ii) that results, the occurrence or non-occurrence of which, would could reasonably be expected to cause result, in any of the conditions of the obligations failure of such party to consummate the Merger as comply with or satisfy any covenant, condition or agreement (including any condition set forth in Article VII not VII) to be complied with or satisfied hereunder; provided, that the delivery of any notice pursuant to this Section 6.6 shall not (A) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (B) limit the remedies available to the Party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to ParentParent and Merger Sub, and Parent and Merger Sub shall give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority Entity in connection with the this Agreement, the Merger or the other transactions contemplated hereby, by this Agreement 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 subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse Effectby this Agreement, (b) any actions, suits, written claims, investigations or proceedings 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 other transactions contemplated hereby and by this Agreement, (c) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions of the obligations of such party to consummate the Merger as set forth in Article VII VI not to be being satisfied or the satisfaction of which to be those conditions being materially delayed in material breach violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 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 notice.

Notification of Certain Matters. The Company and the Seller shall give prompt written notice to Parent, and Parent shall give prompt written notice to the CompanySeller, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to result in a Company Material Adverse EffectTransactions, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving against or otherwise affecting involving such party or any of its Subsidiaries or Affiliates which relate to this Agreementthe Transactions, (iii) the Merger discovery of any fact or circumstance that, or the transactions contemplated hereby and (c) occurrence or the discovery by a party to this Agreement nonoccurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably cause any representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality to be expected untrue or (B) that is not so qualified to be untrue in any material respect or, in the case of the Company would cause any of the conditions information provided in the Company Disclosure Schedules to not be true and correct as of the obligations time such information was provided in light of such discovery or occurrence or non-occurrence, and (iv) any material failure of such party to consummate the Merger as set forth in Article VII not comply with or satisfy any covenant or agreement to be complied with or satisfied or by it hereunder; provided, however, that the satisfaction delivery of which any notice pursuant to be materially delayed in material this Section 6.6 shall not (x) cure any breach of any representation of warranty of the party giving such notice or any non-compliance by the party giving such notice with any covenant, agreement or other provision contained in this AgreementAgreement or (y) limit the remedies available to the party receiving such notice in respect of such breach or non-compliance.

Notification of Certain Matters. The Company Liberty and Splitco shall give prompt notice to ParentDIRECTV, and Parent DIRECTV shall give prompt notice to the CompanyLiberty and Splitco, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, Transactions or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse EffectLiberty (solely with respect to the Splitco Business, the Liberty Owned DIRECTV Shares or the Transactions), Splitco, Holdings, or DIRECTV, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s 's knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreementthe Transactions, (iii) the Merger discovery of any fact or circumstance that, or the transactions contemplated hereby and (c) occurrence or the discovery by a party to this Agreement non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 6.9 shall not (x) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (y) limit the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Authority Body in connection with the this Agreement, the Merger or the other transactions contemplated hereby, by this Agreement or from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or the other transactions contemplated herebyby this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely could be material to result in a Company Material Adverse Effectthe Company, the Surviving Corporation or Parent, (bii) any actions, suits, written claims, investigations or proceedings commenced or, to such party’s 's knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its the Company Subsidiaries which relate to this Agreement, the Merger or the other transactions contemplated hereby and by this Agreement, (ciii) the discovery of any fact or circumstance that, or the discovery by a party to this Agreement occurrence or non-occurrence of any fact, circumstance or event, event the occurrence or non-occurrence of which, would reasonably be expected to cause any of the conditions of the obligations representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of such party to consummate the Merger as set forth in Article VII not 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 Section 6.8 shall not (x) cure any breach of, or the satisfaction of which to be materially delayed in material breach non-compliance with, any other provision of this AgreementAgreement or (y) limit the remedies available to the party receiving such notice.