Common use of Certain Notices Clause in Contracts

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto will promptly notify the other party hereto of (a) any written notice or other written communication received by such party from any Person alleging that the consent, approval, permission or waiver from such party is or may be required in connection with the Merger or any of the other transactions contemplated hereby, (b) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent or any of Parent’s Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreement, (d) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (e) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.6 will not (A) limit or otherwise affect any of the representations, warranties, covenants, obligations or conditions contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or (D) be deemed to amend or supplement the Company Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant by such party.

Certain Notices. From and after the date of this Agreement until the earlier of the Effective TimeTime or the termination of this Agreement pursuant to Section 8.1, each party hereto will promptly notify the other party hereto Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) any written material notice or other written material communication received by such party Party from any Governmental Entity in connection with this Agreement, the Merger or the other transactions contemplated hereby or from any Person alleging that the consent, approval, permission or waiver from consent of such party Person is or may be required in connection with this Agreement, the Merger or any of the other transactions contemplated hereby, (b) any notice material claims, actions, suits, proceedings or other communication received by such party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (c) any Proceedings investigations commenced or, to its knowledgesuch Party’s Knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent such Party or any of Parent’s Subsidiaries, as the case may be, that, if pending on the date of its Subsidiaries which relate to this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreementhereby and (c) any fact, (d) the occurrenceevent or circumstance known to such Party that would cause or constitute, or non-occurrence, of any event that would reasonably be likely expected to cause or constitute, a breach in any condition material respect of such Party’s representations, warranties, covenants or agreements contained herein or would prevent, delay or impede, or would reasonably be expected to prevent, delay or impede, the obligations consummation of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (e) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfiedAgreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will 6.6 shall not (A) limit or otherwise affect any of remedies available to the representations, warranties, covenants, obligations or conditions contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify Party receiving such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or (D) be deemed to amend or supplement the Company Disclosure Schedule notice or prevent or cure any misrepresentationmisrepresentations, breach of warranty or breach of covenant by such partyor failure to satisfy the conditions to the obligations of the Parties under this Agreement.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto will promptly notify the other party hereto of (a) any written notice or other written communication received by such party from any Person alleging that the consent, approval, permission or waiver from such party is or may be required in connection with the Merger or any of the other transactions contemplated hereby, (b) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent or any of Parent’s Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreement, (d) the occurrence, or non-occurrence, of any event that would or would be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (eii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Merger; provided, however, that the delivery of any notice pursuant to this Section 5.6 will not (A) limit limit, cure any breach of or otherwise affect any of the representationsrepresentation, warrantieswarranty, covenants, obligations covenant or conditions agreement contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice. The Company will promptly notify Parent of any action (Dor threats of action) be deemed to amend by the FAA or supplement the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Disclosure Schedule Permit or prevent or cure any misrepresentation, breach of warranty or breach of covenant by such partyCompany Slots.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto will shall promptly notify the other party hereto of (a) any written notice or other written communication received by such party from any Person alleging that the consent, approval, permission or waiver from such party is or may be required in connection with the Merger or any of the other transactions contemplated hereby, (b) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent or any of Parent’s Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreement, (d) the occurrence, or non-occurrence, of any event that of which such party has knowledge the occurrence or non-occurrence of which would be likely to cause any condition representation or warranty made by such party in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied Effective Time or (eb) the failure of such party the Company, the Purchaser or Parent, as the case may be, or any Representative thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfiedAgreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will shall not (A) limit cure any breach of any representation, warranty, covenant or otherwise affect any of the representations, warranties, covenants, obligations or conditions agreement contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice or the representations or warranties of the parties, or the conditions to the obligations of the parties hereto. Furthermore, each party hereto shall promptly notify the other party hereto of (Di) be deemed to amend any notice or supplement the Company Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant other communication received by such party from any Governmental Entity in connection with this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated by this Agreement and (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party which relate to this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto will promptly notify the other party hereto of (a) any written notice or other written communication received by such party from any Person alleging that the consent, approval, permission or waiver from such party is or may be required in connection with the Merger or any of the other transactions contemplated hereby, (b) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent or any of Parent’s Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreement, (d) the occurrence, or non-occurrence, of any event that would be likely to cause (A) any representation or warranty made by it in this Agreement to become untrue or inaccurate in any material respect or (B) any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (eb) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.6 will not (A) limit cure any breach of, or otherwise affect any of the representations, warranties, covenants, obligations or conditions contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect modify, any representation, warranty, covenant or modify such party’s reliance on agreement of the representations, warranties, covenants and agreements made by the other parties party giving notice contained in this Agreement or the conditions to the obligations of the party receiving notice to consummate the transactions contemplated by this Agreement, or otherwise limit or affect the remedies available hereunder to the party receiving such notice; provided, further, that the failure to provide any such notice shall not be considered a failure to perform or comply with this Section 5.6 for purposes of Section 6.2(b); and provided further, that the terms and conditions of the Confidentiality Agreement (Das amended pursuant to Section 5.2) be deemed shall apply to amend or supplement the Company Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant by such partyinformation provided any party pursuant to this Section 5.6.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto will shall promptly notify the other party hereto of of: (a) any written notice or other written communication received by such party from any Person alleging that the consent, approval, permission or waiver from such party is or may be required in connection with the Merger or any of the other transactions contemplated hereby, (b) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent or any of Parent’s Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreement, (d) the occurrence, occurrence or non-occurrence, occurrence of any event that that, individually or in the aggregate, would reasonably be likely to cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or satisfied; (eb) the failure of such party the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which which, individually or in the aggregate, would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied; (c) any material actions, suits, claims or proceedings with respect to the transactions contemplated by this Agreement commenced against the Company, any Company Subsidiary or Parent, as the case may be (and the Company shall give Parent the opportunity to participate in the defense and settlement of any shareholder litigation against the Company or its directors relating to this Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned)); and (d) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will shall not (A) limit cure any breach of any representation, warranty, covenant or otherwise affect any of the representations, warranties, covenants, obligations or conditions agreement contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or (D) be deemed otherwise limit or affect the remedies available hereunder to amend or supplement the Company Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant by party receiving such partynotice.

Certain Notices. From and after Subject to compliance with applicable Law, from the date hereof until earlier of the Closing and the termination of this Agreement until the Effective Timein accordance with its terms, each party hereto will promptly of the Company, the Partnership and the Investor shall confer on a regular basis with each other to report on the general status of the ongoing operations of the Company and the Partnership, and each of the Company, the Partnership and the Investor shall notify the other party parties hereto of (a) the occurrence, or failure to occur, of any written notice event or other written communication received by such party circumstance, which occurrence or failure to occur would be reasonably likely to cause either (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing, (ii) any Person alleging that the consent, approval, permission or waiver from such party is or may condition set forth in Article VII hereof to be required unsatisfied in connection with the Merger or any material respect as of the date by which such condition must be satisfied hereunder, (iii) any Company Material Adverse Effect, (iv) a material adverse effect on the Investor’s ability to perform his obligations under this Agreement or the other transactions contemplated herebyTransaction Documents to which the Investor is a party, or (b) any notice or other communication received failure by such party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, the Partnership or Parent or any of Parent’s Subsidiariesthe Investor, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreement, (das applicable) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Merger officer, director (or any other transaction contemplated by this Agreement not to be satisfied Person in a similar position), employee or (e) the failure of such party agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to under this Agreement Agreement, which would notice shall be given by the Company, the Partnership or the Investor, as the case may be, reasonably be expected to result in any condition to the obligations promptly after it acquires knowledge of any party such occurrence or failure described in the foregoing sentence. Nothing contained in this Section 6.1 shall prevent any of the parties hereto from giving such notice, using such efforts or taking any action to effect the Merger cure or curing any other transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any such event or circumstance. No notice given pursuant to this Section 5.6 will not (A) limit or otherwise affect 6.1 shall have any of the representations, warranties, covenants, obligations or conditions contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance effect on the representations, warranties, covenants and or agreements made by the other parties contained in this Agreement for purposes of determining satisfaction of any condition contained herein and shall not limit or (D) be deemed to amend or supplement otherwise affect the Company Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant by such partyremedies available hereunder.

Certain Notices. From and after the date of this Agreement until the earlier of the Effective TimeTime or the termination of this Agreement pursuant to Section 8.1, each party hereto will promptly notify the other party hereto Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) any written material notice or other written material communication received by such party Party from any Governmental Entity in connection with this Agreement, the Merger or the other transactions contemplated hereby or from any Person alleging that the consent, approval, permission or waiver from consent of such party Person is or may be required in connection with this Agreement, the Merger or any of the other transactions contemplated hereby, (b) any notice material claims, actions, suits, proceedings or other communication received by such party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (c) any Proceedings investigations commenced or, to its such Party’s knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent such Party or any of Parent’s Subsidiaries, as the case may be, that, if pending on the date of its Subsidiaries which relate to this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreementhereby and (c) any fact, (d) the occurrenceevent or circumstance known to such Party that would cause or constitute, or non-occurrence, of any event that would reasonably be likely expected to cause or constitute, a breach in any condition material respect of such Party’s representations, warranties, covenants or agreements contained herein or would prevent, delay or impede, or would reasonably be expected to prevent, delay or impede, the obligations consummation of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (e) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfiedAgreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will 6.6 shall not (A) limit or otherwise affect any of remedies available to the representations, warranties, covenants, obligations or conditions contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify Party receiving such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or (D) be deemed to amend or supplement the Company Disclosure Schedule notice or prevent or cure any misrepresentationmisrepresentations, breach of warranty or breach of covenant by such partyor failure to satisfy the conditions to the obligations of the Parties under this Agreement. This Section 6.6 shall not constitute a covenant or agreement for purposes of Sections 7.2.2 or 7.3.2.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto will shall promptly after obtaining knowledge thereof, notify the other party hereto of of: (a) any written notice or other written communication received by such party from any Person alleging that the consent, approval, permission or waiver from such party is or may be required in connection with the Merger or any of the other transactions contemplated hereby, (b) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent or any of Parent’s Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreement, (d) the occurrence, occurrence or non-occurrence, occurrence of any event that that, individually or in the aggregate, would reasonably be likely to cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or satisfied; (eb) the failure of such party the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which which, individually or in the aggregate, would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied; (c) any material actions, suits, claims or proceedings with respect to the transactions contemplated by this Agreement commenced against the Company, any Company Subsidiary or Parent, as the case may be (and the Company shall give Parent the opportunity to participate in the defense and settlement of any shareholder litigation against the Company or its directors relating to this Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned)); and (d) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will shall not (A) limit cure any breach of any representation, warranty, covenant or otherwise affect any of the representations, warranties, covenants, obligations or conditions agreement contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or (D) be deemed otherwise limit or affect the remedies available hereunder to amend or supplement the Company Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant by party receiving such partynotice.

Certain Notices. From and after the date of this Agreement until the Effective Timeearlier of the Closing or the termination of this Agreement pursuant to Section 8.1, each party hereto will promptly notify the other party hereto Company shall give prompt written notice to Buyer, and Buyer and Parent shall give prompt written notice to the Company, of (a) any written material notice or other written material communication received by such party Party from any Governmental Entity in connection with this Agreement, the Asset Sale or the other transactions contemplated hereby or from any Person alleging that the consent, approval, permission or waiver from consent of such party Person is or may be required in connection with this Agreement, the Merger Asset Sale or any of the other transactions contemplated hereby, (b) any notice material claims, actions, suits, proceedings or other communication received by such party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (c) any Proceedings investigations commenced or, to its such Party’s knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent such Party or any of Parent’s Subsidiaries, as the case may be, that, if pending on the date of its Subsidiaries which relate to this Agreement, the Asset Sale or the other transactions contemplated hereby and (c) any fact, event or circumstance known to such Party that would have been required cause or constitute, or would reasonably be expected to have been disclosed pursuant cause or constitute, a breach in any material respect of such Party’s representations, warranties, covenants or agreements contained herein or would prevent, delay or impede, or would reasonably be expected to any Section of this Agreement prevent, delay or that relate to impede, the consummation of the Merger or any of the other transactions contemplated by this Agreement, (d) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Merger Asset Sale or any other transaction contemplated by this Agreement not to be satisfied or (e) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfiedAgreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will 6.6 shall not (A) limit or otherwise affect any of remedies available to the representations, warranties, covenants, obligations or conditions contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify Party receiving such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or (D) be deemed to amend or supplement the Company Disclosure Schedule notice or prevent or cure any misrepresentationmisrepresentations, breach of warranty or breach of covenant by such partyor failure to satisfy the conditions to the obligations of the Parties under this Agreement.

Certain Notices. From and after the date of this Agreement until through the Effective Time, each party hereto will shall promptly notify the other party parties hereto of the following matters of which the notifying party has knowledge: (a) the occurrence or non-occurrence of any fact or event after the date of this Agreement that would reasonably be likely to cause any representation or warranty of the notifying party contained in this Agreement to be untrue or inaccurate in any material respect as of the date hereof or as of the Closing Date; (b) any failure of the notifying party to comply with or satisfy any covenant or condition to be complied with or satisfied by such party hereunder in any material respect as of the Closing Date; (c) any written notice or other written communication received by such party from any Person alleging that the consent, approval, permission consent or waiver from approval of such party Person is or may be required in connection with the Merger or any of the other transactions contemplated herebyby this Agreement or that such transactions otherwise may violate the rights of or confer remedies upon such Person, except where the failure to obtain such consent or approval would not be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable; (bd) any written notice or other communication received by such party from any Governmental Entity in connection with the Merger transactions contemplated by this Agreement; (e) any Actions commenced relating to the Company or any of Subsidiary, on the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Companyone hand, or Parent or any of Parent’s SubsidiariesAcquisition Sub, as on the case may beother hand, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement; (f) any Section repurchases of this Agreement or that relate any Company Shares by the Company; and (g) any transfers of record of Company Shares effectuated on the stock ledger of the Company during the Pre-Closing Period. If any such event requires any change to the consummation of Company Disclosure Schedule, the Merger or any of the other transactions contemplated by this Agreement, (d) the occurrence, or non-occurrence, of any event that would be likely Company shall promptly deliver to cause any condition Parent a supplement to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (e) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.6 will not (A) limit or otherwise affect any of the representations, warranties, covenants, obligations or conditions contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or (D) be deemed to amend or supplement the Company Disclosure Schedule or prevent or cure specifying such change and while such supplement shall not be taken into consideration for purposes of determining whether the Company satisfies the closing condition set forth in Section 6.3(a), following the Closing, if any, no Parent Indemnified Party will have the right to seek indemnification hereunder for any misrepresentation, breach of warranty or breach of covenant by such partyevent.

Certain Notices. From and after the date of this Agreement until the earlier of the Effective TimeTime or the termination of this Agreement pursuant to Section 8.1, each party hereto will promptly notify the other party hereto Company shall give prompt written notice to Parent, and Parent shall give prompt written notice the Company, of (a) any written material notice or other written material communication received by such party Party from any Governmental Entity in connection with this Agreement, the Merger or the other transactions contemplated hereby or from any Person alleging that the consent, approval, permission or waiver from consent of such party Person is or may be required in connection with this Agreement, the Merger or any of the other transactions contemplated hereby, (b) any notice material claims, actions, suits, proceedings or other communication received by such party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (c) any Proceedings investigations commenced or, to its such Party’s knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent such Party or any of Parent’s Subsidiaries, as the case may be, that, if pending on the date of its Subsidiaries which relate to this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreementhereby and (c) any fact, (d) the occurrenceevent or circumstance known to such Party that would cause or constitute, or non-occurrencewould reasonably be expected to cause or constitute, a breach in any material respect of any event that such Party’s representations, warranties, covenants or agreements contained herein or would prevent, delay or impede, or would reasonably be likely expected to cause any condition to prevent, delay or impede, the obligations consummation of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (e) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfiedAgreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will 6.6 shall not (A) limit or otherwise affect any of remedies available to the representations, warranties, covenants, obligations or conditions contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify Party receiving such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or (D) be deemed to amend or supplement the Company Disclosure Schedule notice or prevent or cure any misrepresentationmisrepresentations, breach of warranty or breach of covenant by such partyor failure to satisfy the conditions to the obligations of the Parties under this Agreement. This Section 6.6 shall not constitute a covenant or agreement for purposes of Sections 7.2.2 or 7.2.3.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto will promptly notify the other party hereto earlier to occur of (a) any written notice or other written communication received by such party from any Person alleging that the consent, approval, permission or waiver from such party is or may be required in connection with the Merger or any of the other transactions contemplated hereby, Closing Date and (b) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent or any of Parent’s Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section termination of this Agreement or that relate pursuant to the consummation Section 9.01, Coyote shall promptly notify Roadrunner, and Roadrunner shall promptly notify Coyote, of the Merger or any of the other transactions contemplated by this Agreement, (di) the occurrence, or non-occurrence, of any event that would reasonably be likely expected to cause any condition to the obligations of any party the other Party to effect the Merger or any Transactions and the other transaction transactions contemplated by this Agreement not to be satisfied or satisfied, (eii) the failure of such party Party (or, in the case of Coyote, of the Sellers) to materially comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement Agreement, which failure would reasonably be expected to result in cause any condition to the obligations of any party the other Party to effect the Merger or any Transactions and the other transaction transactions contemplated by this Agreement not to be satisfiedsatisfied and (iii) the occurrence of any development that has had or would reasonably be expected to have, in the case of Coyote, a Material Adverse Effect and, in the case of Roadrunner, a Roadrunner Material Adverse Effect, in each of case (i) through (iii), promptly upon becoming aware of the same; provided, however, that the delivery of any notice pursuant to this Section 5.6 will not 7.01 shall (A) not cure the inaccuracy of any representation or warranty, the failure to comply with any covenant, the failure to meet any condition or otherwise limit or otherwise affect any of the representations, warranties, covenants, obligations remedies available hereunder to the Party receiving such notice or conditions contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or (D) be deemed to amend or supplement the Company Coyote Disclosure Schedule or prevent or cure any misrepresentationthe Roadrunner Disclosure Schedule, breach of warranty or breach of covenant by such partyas applicable.

Certain Notices. From and after the date of this Agreement until the Effective Timeearlier of the Xxxxxxx Closing or the termination of this Agreement in accordance with its terms, each party hereto will promptly notify unless prohibited by applicable Law, the other party hereto Company shall give prompt notice to Xxxxxxx and Xxxxxxxxx Xxxxxx if any of the following occur: (a) receipt of any written notice or other written communication received by such party in writing from any Person alleging that the consentconsent or approval of, approvalfilings with, permission license from, permit or waiver from authorization of, declaration of, registration with, or notices to, such party Person is or may be required in connection with the Merger Transactions; or (b) receipt by the Company, any of its Subsidiaries or any of the other transactions contemplated hereby, (b) their respective Representatives of any material notice or other communication received by such party from any Governmental Entity in connection with related to the Merger or any of the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent or any of Parent’s Subsidiaries, as the case may be, that, if pending Transactions on the date of terms and subject to the conditions set forth in this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreement, (d) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (e) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any . Any notice pursuant to this Section 5.6 will 5.12 shall not (A) limit affect, modify or otherwise affect limit any of the representationsother covenant, warranties, covenants, obligations agreement representation or conditions warranty contained in this Agreement. Notwithstanding the foregoing, each Investor shall have the right, at any time and from time to time, to elect to not receive any notice or other information that contains any material non-public information with respect to the Company or any of its securities that the Company or any other Investors are otherwise required to deliver pursuant to this Agreement by delivering to the Company and the other Investors a written statement signed by such Investor stating that such Investor does not want to receive such notice or information (B) otherwise prejudice an “ MNPI Opt-Out Request”), in any way which case and notwithstanding anything to the rights and remedies contained contrary in this Agreement, (C) the Company and each other Investor shall not be deemed required to, and shall not, deliver any such notice or information required to affect or modify be provided to such party’s reliance Investor. An MNPI Opt-Out Request shall remain in effect indefinitely unless an Investor who previously has delivered an MNPI Opt-Out Request to the Company revokes such request, which an Investor may do at any time, and there shall be no limit on the representations, warranties, covenants ability of an Investor to issue and agreements made by the other parties in this Agreement or (D) be deemed to amend or supplement the Company Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant by such partyrevoke subsequent MNPI Opt-Out Requests.

Certain Notices. From and after the date of this Agreement until the earlier of the Effective TimeTime or the termination of this Agreement in accordance with Article 7, unless prohibited by applicable Law, each party hereto will shall promptly notify the other party parties hereto if any of the following occur after the date of this Agreement: (a) receipt of any written notice or other written communication received by such party in writing from any Governmental Entity or Person alleging that the consent, approval, permission consent or waiver from approval of such party Person is or may be required in connection with the Offer, Merger or any of the other transactions contemplated hereby, hereunder; (b) receipt of any notice or other communication received by such party from any Governmental Entity or NASDAQ (or any other securities market) in connection with the Merger transactions hereunder; or any of the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to upon such party becoming aware of the occurrence of an event that could prevent or involving or otherwise affecting delay beyond the Company, or Parent or any of Parent’s Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to Outside Date the consummation of the Merger transactions hereunder or any of the other transactions contemplated by this Agreement, (d) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (e) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition of the conditions to the obligations of any party to effect the Merger set forth in Article 6 or any other transaction contemplated by this Agreement Annex I not to be being satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.6 will 5.5 shall not (A) limit cure any breach of any representation, warranty, covenant or otherwise affect any of the representations, warranties, covenants, obligations or conditions agreement contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice; provided, further, that any failure to make such notice (Din and of itself) shall not be deemed taken into account in determining whether the conditions set forth in Annex I have been satisfied or give rise to amend or supplement the Company Disclosure Schedule or prevent or cure any misrepresentation, breach right of warranty or breach of covenant by such partytermination set forth in Article 7.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto will promptly notify the other party hereto of (a) Between the date hereof and the Closing Date, each of the Shareholders (but only with respect to such Shareholder's obligations under this Agreement) and the Company shall promptly notify Purchaser of the following matters it has knowledge of: (i) the occurrence or non-occurrence of any written fact or event that would reasonably be likely (x) to cause any representation or warranty of the Company or any Shareholder contained in this Agreement or any other Transaction Document to be untrue or inaccurate in any material respect or (y) to cause any covenant or condition of the Company or the Shareholders contained in this Agreement or any other Transaction Document not to be complied with or satisfied in any material respect; (ii) any failure of the Company or any Shareholder to comply with or satisfy any covenant or condition to be complied with or satisfied by such party or parties hereunder or under any other Transaction Document in any material respect; (iii) any notice or other written communication received by such party from any Person alleging that the consent, approval, permission Consent or waiver from approval of such party Person is or may be required in connection with the Merger transactions contemplated by this Agreement or any of the other Transaction Documents or that such transactions contemplated hereby, otherwise may violate the rights of or confer remedies upon such Person; (biv) any notice or other communication received by such party from any Governmental Entity in connection with the Merger transactions contemplated by this Agreement or the other Transaction Documents; and (v) any actions commenced relating to the Shareholders, Purchaser or any of its Affiliates, the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent Company or any of Parent’s Subsidiaries, as the case may be, Covered Company that, if pending on the date of this Agreement, would have been required to have been disclosed to Purchaser pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreement. Notwithstanding the foregoing, (d) the occurrencesuch notices shall not be deemed to cure, or non-occurrenceto relieve the Shareholders or their Affiliates from any liability or obligation with respect to, any breach of any event that would be likely or failure to cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (e) the failure of such party to comply with or satisfy any representation, warranty, covenant, condition or agreement to be complied with made hereunder or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or under any other transaction contemplated by this Agreement not Transaction Document. The Company shall furnish to be satisfied; provided, however, that the delivery Purchaser copies of any notice pursuant to this Section 5.6 will not (A) limit or otherwise affect any of the representations, warranties, covenants, obligations or conditions contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance on the representations, warranties, covenants and agreements made all reports filed by the other parties in this Agreement Company with the SEC on or (D) be deemed to amend or supplement after the Company Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant by such partydate hereof.

Certain Notices. From and after the date of this Agreement until through the Effective Time, each party hereto will shall promptly notify the other party parties hereto of the following matters of which the notifying party has knowledge: (a) the occurrence or non-occurrence of any fact or event after the date of this Agreement that would reasonably be likely to cause any representation or warranty of the notifying party contained in this Agreement to be untrue or inaccurate in any material respect as of the date hereof or as of the Closing Date; (b) any failure of the notifying party to comply with or satisfy any covenant or condition to be complied with or satisfied by such party hereunder in any material respect as of the Closing Date; (c) any written notice or other written communication received by such party from any Person alleging that the consent, approval, permission consent or waiver from approval of such party Person is or may be required in connection with the Merger or any of the other transactions contemplated herebyby this Agreement or that such transactions otherwise may violate the rights of or confer remedies upon such Person, except where the failure to obtain such consent or approval would not be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable; (bd) any written notice or other communication received by such party from any Governmental Entity in connection with the Merger transactions contemplated by this Agreement; (e) any Actions commenced relating to the Company or any of Subsidiary, on the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Companyone hand, or Parent or any of Parent’s SubsidiariesAcquisition Sub, as on the case may beother hand, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement; (f) any Section repurchases of this Agreement or that relate any Company Shares by the Company; and (g) any transfers of record of Company Shares effectuated on the stock ledger of the Company during the Pre-Closing Period. If any such event requires any change to the consummation of Company Disclosure Schedule, the Merger or any of the other transactions contemplated by this Agreement, (d) the occurrence, or non-occurrence, of any event that would be likely Company shall promptly deliver to cause any condition Parent a supplement to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (e) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.6 will not (A) limit or otherwise affect any of the representations, warranties, covenants, obligations or conditions contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or (D) be deemed to amend or supplement the Company Disclosure Schedule or prevent or cure any misrepresentation, breach specifying such change. Such supplement shall not be taken into consideration for purposes of warranty or breach of covenant by such partydetermining whether the Company satisfies the closing condition set forth in Section 6.3(a).

Certain Notices. From and after (a) Between the date hereof and the Closing Date, the Company shall promptly notify Buyer of the following matters it has knowledge of: (i) the occurrence or non-occurrence of any fact or event that would reasonably be likely (x) to cause any representation or warranty of the Company contained in this Agreement until to be untrue or inaccurate in any material respect or (y) to cause any covenant or condition of the Effective Time, each Company contained in this Agreement not to be complied with or satisfied in any material respect; (ii) any failure of the Company to comply with or satisfy any covenant or condition to be complied with or satisfied by such party hereto will promptly notify the other party hereto of or parties hereunder in any material respect; (aiii) any written notice or other written communication received by such party from any Person alleging that the consent, approval, permission consent or waiver from approval of such party Person is or may be required in connection with the Merger or any of the other transactions contemplated hereby, by this Agreement or that such transactions otherwise may violate the rights of or confer remedies upon such Person; (biv) any written notice or other communication received by such party from any Governmental Government Entity in connection with the Merger transactions contemplated by this Agreement; and (v) any actions commenced relating to the Buyer or any of its Affiliates, the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent Company or any of Parent’s Subsidiaries, as the case may be, Company Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed to Buyer pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreement. Notwithstanding the foregoing, (d) the occurrencesuch notices shall not be deemed to cure, or non-occurrenceto relieve the Company from any liability or obligation with respect to, any breach of any event that would be likely or failure to cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (e) the failure of such party to comply with or satisfy any representation, warranty, covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.6 will not (A) limit or otherwise affect any of the representations, warranties, covenants, obligations or conditions contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or (D) be deemed to amend or supplement the Company Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant by such partyhereunder.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto will promptly notify the other party hereto of (a) any written notice or other written communication received by such party from any Person alleging that the consent, approval, permission or waiver from such party is or may be required in connection with the Merger or any of the other transactions contemplated hereby, (b) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent or any of Parent’s Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreement, (d) the occurrence, or non-occurrence, of any event that would or would be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (eii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Merger; provided, however, that the delivery of any notice pursuant to this Section 5.6 will not (A) limit limit, cure any breach of or otherwise affect any of the representationsrepresentation, warrantieswarranty, covenants, obligations covenant or conditions agreement contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice. The Company will promptly notify Parent of any action (Dor threats of action) be deemed to amend by the FAA or supplement the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Disclosure Schedule Permit or prevent or cure any misrepresentation, breach of warranty or breach of covenant by such party.Company Slots. 5.7

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto will promptly notify the other party hereto of (a) any written notice or other written communication received by such party from any Person alleging that the consent, approval, permission or waiver from such party is or may be required in connection with the Merger or any of the other transactions contemplated hereby, (b) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent or any of Parent’s Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreement, (d) the occurrence, or non-occurrence, of any event that would or would be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (eii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Merger; provided, however, that the delivery of any notice pursuant to this Section 5.6 5.7 will not (A) limit limit, cure any breach of or otherwise affect any of the representationsrepresentation, warrantieswarranty, covenants, obligations covenant or conditions agreement contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or (D) be deemed otherwise limit or affect the remedies available hereunder to amend or supplement the party receiving such notice. Each of the Company Disclosure Schedule and Parent will promptly notify the other party of any action (or prevent threats of action) by the FAA or cure the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any misrepresentationCompany Permit or Company Slots, breach in the case of warranty the Company, or breach any Parent Permits or Parent Slots, in the case of covenant by such partyParent.

Certain Notices. From and after Subject to compliance with applicable Law, from the date hereof until earlier of the Closing and the termination of this Agreement until the Effective Timein accordance with its terms, each party hereto will promptly of the Company, the Partnership and the Investor shall confer on a regular basis with each other to report on the general status of the ongoing operations of the Company and the Partnership, and each of the Company, the Partnership and the Investor shall notify the other party parties hereto of (a) the occurrence, or failure to occur, of any written notice event or other written communication received by such party circumstance, which occurrence or failure to occur would be reasonably likely to cause either (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing, (ii) any Person alleging that the consent, approval, permission or waiver from such party is or may condition set forth in Article VII hereof to be required unsatisfied in connection with the Merger or any material respect as of the date by which such condition must be satisfied hereunder, (iii) any Company Material Adverse Effect, (iv) a material adverse effect on the Investor's ability to perform his obligations under this Agreement or the other transactions contemplated herebyTransaction Documents to which the Investor is a party, or (b) any notice or other communication received failure by such party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, the Partnership or Parent or any of Parent’s Subsidiariesthe Investor, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreement, (das applicable) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Merger officer, director (or any other transaction contemplated by this Agreement not to be satisfied Person in a similar position), employee or (e) the failure of such party agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to under this Agreement Agreement, which would notice shall be given by the Company, the Partnership or the Investor, as the case may be, reasonably be expected to result in any condition to the obligations promptly after it acquires knowledge of any party such occurrence or failure described in the foregoing sentence. Nothing contained in this Section 6.1 shall prevent any of the parties hereto from giving such notice, using such efforts or taking any action to effect the Merger cure or curing any other transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any such event or circumstance. No notice given pursuant to this Section 5.6 will not (A) limit or otherwise affect 6.1 shall have any of the representations, warranties, covenants, obligations or conditions contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance effect on the representations, warranties, covenants and or agreements made by the other parties contained in this Agreement for purposes of determining satisfaction of any condition contained herein and shall not limit or (D) be deemed to amend or supplement otherwise affect the Company Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant by such partyremedies available hereunder.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto will shall promptly after obtaining knowledge thereof, notify the other party hereto of of: (a) any written notice or other written communication received by such party from any Person alleging that the consent, approval, permission or waiver from such party is or may be required in connection with the Merger or any of the other transactions contemplated hereby, (b) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent or any of Parent’s Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreement, (d) the occurrence, occurrence or non-occurrence, occurrence of any event that that, individually or in the aggregate, would reasonably be likely to cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or satisfied; (eb) the failure of such party the Company, Acquiror or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which which, individually or in the aggregate, would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied; (c) any material actions, suits, claims or proceedings with respect to the transactions contemplated by this Agreement commenced against the Company, any Company Subsidiary or Acquiror, as the case may be (and the Company shall give Acquiror the opportunity to participate in the defense and settlement of any shareholder litigation against the Company or its directors relating to this Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Acquiror’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned)); and (d) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will shall not (A) limit cure any breach of any representation, warranty, covenant or otherwise affect any of the representations, warranties, covenants, obligations or conditions agreement contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or (D) be deemed otherwise limit or affect the remedies available hereunder to amend or supplement the Company Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant by party receiving such partynotice.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto will shall promptly notify the other party hereto of (a) any written notice or other written communication received by such party from any Person alleging that the consent, approval, permission or waiver from such party is or may be required in connection with the Merger or any of the other transactions contemplated hereby, (b) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent or any of Parent’s Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreement, (d) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Merger or any and the other transaction transactions contemplated by this Agreement not to be satisfied or (eb) the failure of such party 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 pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any and the other transaction transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.6 will 6.6 shall not (A) cure any breach of any representation or warranty, the failure to comply with any covenant, the failure to meet any condition or otherwise limit or otherwise affect any the remedies available hereunder to the party receiving such notice. Subject to applicable Law, promptly after the date hereof, Parent and the Company shall establish a process for an ongoing dialogue and shall communicate on a regular basis from and after the date of this Agreement until the Effective Time with respect to significant business developments of the representationsparties, warranties, covenants, obligations including any transaction of a type required to be disclosed on a Current Report filed on Form 8-K pursuant to the Exchange Act (or conditions contained in this Agreement, (B) otherwise prejudice in any way that would be required to be disclosed by a reporting person under the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or (D) be deemed to amend or supplement the Company Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant by such partyExchange Act).

Certain Notices. From and after the effective date of this Agreement until the Effective Time, each party hereto will shall promptly notify the other party hereto of of: (a) any written notice or other written communication received by such party from any Person alleging that the consent, approval, permission or waiver from such party is or may be required in connection with the Merger or any of the other transactions contemplated hereby, (b) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent or any of Parent’s Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreement, (d) the occurrence, occurrence or non-occurrence, occurrence of any event that that, individually or in the aggregate, would reasonably be likely to cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or satisfied; (eb) the failure of such party the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which which, individually or in the aggregate, would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied; (c) any material actions, suits, claims or proceedings with respect to the transactions contemplated by this Agreement commenced against the Company, any Company Subsidiary or Parent, as the case may be (and the Company shall give Parent the opportunity to participate in the defense and settlement of any shareholder litigation against the Company or its directors relating to this Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned)); and (d) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will shall not (A) limit cure any breach of any representation, warranty, covenant or otherwise affect any of the representations, warranties, covenants, obligations or conditions agreement contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or (D) be deemed otherwise limit or affect the remedies available hereunder to amend or supplement the Company Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant by party receiving such partynotice.