Common use of Notice of Events Clause in Contracts

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General shall promptly notify ACP in writing if National General becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's discovery of such event, fact or condition; (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (c) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, ACP shall promptly notify National General in writing if ACP becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of ACP's discovery of such event, fact or condition; (ii) any material failure on its part or National General's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National General's representations or warranties hereunder.

Notice of Events. (a) National General AmTrust shall promptly notify ACP, and ACP shall promptly notify National GeneralAmTrust, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General AmTrust shall promptly notify ACP in writing if National General AmTrust becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National GeneralAmTrust's discovery of such event, fact or condition; (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (c) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, ACP shall promptly notify National General AmTrust in writing if ACP becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of ACP's discovery of such event, fact or condition; (ii) any material failure on its part or National GeneralAmTrust's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National GeneralAmTrust's representations or warranties hereunder.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from From the date hereof to until the Transaction Closing Date or the earlier termination of this Agreement, National General Seller shall promptly notify ACP Buyer in writing if National General Seller or any of its Affiliates becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its the representations or warranties of Seller in Article II, had any such representation or warranty been made as of the time of National General's Seller’s or its Affiliates discovery of such event, fact or condition; , (ii) the filing or initiation of any Legal Proceeding that seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, or (iii) any material failure on its part or ACP's or the Tower Companies' Seller’s part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; , in each case, which breach or (iii) failure would reasonably be expected to prevent or materially delay the occurrence consummation of the transactions contemplated by this Agreement or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunderto impair Seller’s ability to perform its obligations under this Agreement. (cb) During the period from From the date hereof to until the Transaction Closing Date or the earlier termination of this Agreement, ACP Buyer shall promptly notify National General Seller in writing if ACP Buyer or any of its Affiliates becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its the representations or warranties of Buyer in Article III, had any such representation or warranty been made as of the time of ACP's Buyer’s or its Affiliates discovery of such event, fact or condition; , (ii) the filing or initiation of any Legal Proceeding that seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, (iii) any material failure on its part or National General's Buyer’s part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; , in each case, which breach or (iii) failure would reasonably be expected to prevent or materially delay the occurrence consummation of the transactions contemplated by this Agreement or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National General's representations or warranties hereunderto impair Buyer’s ability to perform its obligations under this Agreement.

Notice of Events. (a) National General Buyer shall promptly notify ACPSeller, and ACP Seller shall promptly notify National GeneralBuyer, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General Buyer shall promptly notify ACP the Seller in writing if National General Buyer becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's the Buyer’s discovery of such event, fact or condition; (ii) any material failure on its part or ACP's the Seller’s or the Tower Companies' ’ part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's Seller’s representations or warranties hereunder. (c) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, ACP Seller shall promptly notify National General the Buyer in writing if ACP Seller becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of ACP's the Seller’s discovery of such event, fact or condition; (ii) any material failure on its part or National General's the Buyer’s part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National General's Buyer’s representations or warranties hereunder.

Notice of Events. (a) National General During the period from the date hereof to the Closing Date or the earlier termination of this Agreement, Seller shall promptly notify ACPBuyer in writing if, to the Company’s Knowledge, there shall be (i) the occurrence or non-occurrence of any event which has caused any of its or the Company’s representations or warranties contained herein to be untrue or inaccurate in any material respect and ACP (ii) any material failure on the part of the Company or the Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. Should any such event, fact or condition require any change to the Disclosure Schedule, Seller shall promptly notify National Generaldeliver to Buyer a supplement to the Disclosure Schedule providing a reasonably detailed description of such change. In the event that Seller delivers one or more supplements to the Disclosure Schedule pursuant to this Section 6.7(a) that reflect any events, in writing, upon (1) becoming aware of any order facts or decree conditions that first occur or any complaint praying for an order or decree restraining or enjoining arise after the execution date of this Agreement which individually or in the consummation of aggregate would cause the transactions contemplated condition set forth in Section 7.2(a) or 7.2(g) not to be satisfied, Buyer shall have the right to terminate this Agreement by written notice to that effect (specifying the basis for such termination); provided that, if Buyer does not exercise such right to terminate this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding Buyer will be deemed to restrain or enjoin have accepted such supplements to the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or Disclosure Schedule, (ii) nullify the delivery of any such supplement will be deemed to have cured any misrepresentation or render ineffective this Agreement breach of warranty that otherwise might have existed hereunder by reason of such events, fact or condition and (iii) from and after the Closing Date, Buyer will not have any claim for indemnification for any such transactions if consummatedevents, facts or conditions. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General Buyer shall promptly notify ACP the Seller in writing if National General Buyer becomes aware of: of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's Buyer’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (c) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, ACP shall promptly notify National General in writing if ACP becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of ACP's discovery of such event, fact or condition; (ii) any material failure on its part or National General's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National General's representations or warranties hereunder.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General shall promptly notify ACP in writing if National General becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's ’s discovery of such event, fact or condition; (ii) any material failure on its part or ACP's ’s or the Tower Companies' ’ part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's ’s representations or warranties hereunder. (c) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, ACP shall promptly notify National General in writing if ACP becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of ACP's ’s discovery of such event, fact or condition; (ii) any material failure on its part or National General's ’s part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National General's ’s representations or warranties hereunder.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General Buyer shall promptly notify ACP the Company in writing if National General Buyer becomes aware of: of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's Buyer’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (cb) During the period from the date hereof prior to the Transaction Closing Date or the earlier termination of this Agreement, ACP the Company shall promptly notify National General Buyer in writing if ACP becomes aware of: to the Company’s Knowledge, there shall be (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties contained herein had any such representation or warranty been made as of the time of ACP's the Company’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or National General's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of . Should any event or the existence of any such event, fact or condition require any change to the Disclosure Schedule, the Company shall promptly deliver to Buyer a supplement to the Disclosure Schedule specifying such change, provided however, that would cause or constitute a such notice shall be for informational purposes only and shall not be deemed to cure any breach of or otherwise modify representation, warranty, covenant or agreement or to satisfy any of National General's representations or warranties hereundercondition.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to of this Agreement until the Transaction Closing Date or the earlier termination of this Agreement, National General each party hereto shall promptly notify ACP the other party hereto in writing if National General as soon as such party becomes aware of: (i) of the occurrence occurrence, or non-occurrence occurrence, of any event event, condition or circumstance occurring at any time (whether before or after the existence date of this Agreement) which (a) has caused, or would reasonably be expected to cause, any fact representation or condition that would cause warranty made by such party in this Agreement to become untrue; provided, that, for purposes of this clause (a) any reference to the “Company’s Knowledge” or constitute a breach of any of its representations or warranties had any similar qualification set forth in such representation or warranty been made as shall be disregarded, (b) would constitute a violation or breach of the time of National General's discovery of this Agreement or cause any failure by such event, fact or condition; (ii) any material failure on its part or ACP's or the Tower Companies' part party to comply with or satisfy any covenant, Closing condition or agreement to be complied with or satisfied by it hereunder; such party hereunder or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (c) During would reasonably be expected to delay or otherwise materially affect the period from consummation of the Contemplated Transactions and/or the Financing Transactions. In furtherance and not in limitation of the foregoing, (i) following the date hereof for a period of 20 consecutive days (the “Inquiry Period”) and (ii) on a date determined by the Company within five (5) Business Days of the written request of Investor (the “Closing Inquiry Date”) (for the avoidance of doubt, Investor can make the foregoing request only once and such request must be at least five (5) Business Days prior to the Transaction Closing Date or the earlier termination of this AgreementDate), ACP shall promptly notify National General in writing if ACP becomes aware of: (i) the occurrence or non-occurrence of with respect to any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made contained in Article IV that is qualified by the “Company’s Knowledge”, the Company agrees to use commercially reasonable efforts to cause the Knowledge Members to (x) make reasonable due inquiry of each such Knowledge Member’s direct reports and (y) make due inquiry of the Company’s counsel (including healthcare counsel) with respect to the subject matter addressed by the applicable representations and warranties (the Company’s Knowledge, as qualified by the information obtained from such inquiries, the “Updated Company Knowledge”). Promptly following such Inquiry Period, the Company shall update the Disclosure Schedules with any additional information and disclosures applicable as a result of the foregoing inquiry. In the event that the Company provides an update to the Disclosure Schedules in accordance with this Section 6.8, it shall provide such additional disclosures to Investor promptly in accordance with Section 10.5. Following the delivery of notice by a Party (the “Disclosing Party”) to the other Party (the “Update Recipient”) of any addition to the disclosure included in the Disclosing Party’s Schedules in accordance with this Section 6.8 (the “Updated Schedules”), the Update Recipient would have ten (10) Business Days to advise the Disclosing Party in writing (an “Update MAE Notice”) in accordance with Section 10.5 that, as of such date, it believes the time information set forth in the Updated Schedules, together with all changes, effects, events, occurrences, state of ACP's discovery of such eventfacts or developments previously disclosed in accordance with this Section 6.8 (individually or in the aggregate), fact or condition; (ii) any material failure on its part or National General's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach Material Adverse Effect or Investor MAE, as the case may be (an “Update MAE”). Following the delivery notice of any an Update MAE Notice to the Disclosing Party, the Update Recipient would have an additional five (5) Business Days (the “Update MAE Determination Period”) in which to terminate this Agreement as a result of National General's representations the Update MAE pursuant to, in the case of Investor, Section 8.1(c)(ii) or warranties hereunderSection 8.1(c)(iii), or, in the case of the Company, Section 8.2(b)(ii). During the Update MAE Determination Period, the Disclosing Party and the Update Recipient shall cooperate in good faith with respect to the determination of whether there is a Material Adverse Effect or an Investor MAE, as the case may. If the Update Recipient has not terminated this Agreement pursuant to the applicable provisions referenced above prior to 10:00 pm Eastern Time on the last day of the Update MAE Determination Period, the Update Recipient shall have been deemed to have waived its right to terminate this Agreement based on the changes, effects, events, occurrences, state of facts or developments disclosed in accordance with this Section 6.8 prior to the delivery of the Update MAE Notice pursuant to, in the case of Investor, Section 7.3(g) or Section 7.3(i), or, in the case of the Company, Section 7.2(d) or Section 7.2(m); provided, however, that in the event that there is a further update to the Schedules by the Disclosing Party, the provisions of this Section 6.8 with respect to an Update MAE shall once again apply and all changes, effects, events, occurrences, state of facts or developments previously disclosed in accordance with this Section 6.8 will be taken into consideration by the Update Recipient in determining whether there is a Material Adverse Effect or an Investor MAE, as the case may be.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General shall promptly notify ACP in writing if National General becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's ’s discovery of such event, fact or condition; (ii) any material failure on its part or ACP's ’s or the Tower Companies' ’ part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's ’s representations or warranties hereunder. (c) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, ACP shall promptly notify National General in writing if ACP becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of ACP's ’s discovery of such event, fact or condition; (ii) any material failure on its part or National General's ’s part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National General's ’s representations or warranties hereunder.

Notice of Events. (a) National General AmTrust shall promptly notify ACP, and ACP shall promptly notify National GeneralAmTrust, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree -13- restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General AmTrust shall promptly notify ACP in writing if National General AmTrust becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National GeneralAmTrust's discovery of such event, fact or condition; (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (c) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, ACP shall promptly notify National General AmTrust in writing if ACP becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of ACP's discovery of such event, fact or condition; (ii) any material failure on its part or National GeneralAmTrust's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National GeneralAmTrust's representations or warranties hereunder.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining From the execution of this Agreement or Date until the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General Seller shall promptly notify ACP Buyer in writing if National General becomes aware of: after the Agreement Date, any event occurs, or fails to occur, that has caused or would be reasonably likely to cause (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made contained in this Agreement or in any Schedule hereto to be untrue or inaccurate as of the time of National General's discovery of such eventClosing Date, fact or condition; (ii) any material failure on its the part of Intasco or ACP's Intasco USA or the Tower Companies' part Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or him hereunder; . Each such notice shall specify in reasonable detail the relevant facts relating to any such event or failure. (iiib) In the occurrence or non-occurrence event the Seller notifies Buyer of any such event or failure but the existence conditions set forth in Section 7.3(a) will still be satisfied, the delivery of any fact such notice shall be not deemed to have cured any misrepresentation or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunderwarranty to the extent so identified and, from and after the Closing Date, each Buyer Indemnitee shall have all claims for indemnification in respect thereof to the extent available under Article IX. (c) During In the period from event the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, ACP shall promptly notify National General in writing if ACP becomes aware of: (i) the occurrence or non-occurrence Seller notifies Buyer of any such event or the existence of any fact or condition failure that would cause the conditions set forth in Section 7.3(a) not to be satisfied and Buyer does not exercise its right to terminate this Agreement on such basis, the delivery of any such notice shall be deemed to have cured any misrepresentation or constitute a breach of warranty to the extent so identified and, from and after the Closing Date, no Buyer Indemnitee shall have any of its representations or warranties had any such representation or warranty been made as of the time of ACP's discovery of such event, fact or condition; (ii) any material failure on its part or National General's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National General's representations or warranties hereunderclaim for indemnification in respect thereof.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof prior to the Transaction Closing Date Effective Time or the earlier termination of this Agreement, National General Buyer shall promptly notify ACP the Holder Representative in writing if National General becomes aware of: Buyer obtains Knowledge of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would reasonably be expected to cause or constitute a material breach of any of its representations or warranties contained herein had any such representation or warranty been made as of the time of National General's Buyer’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; , in each case in the foregoing clauses (i) and (ii), to the extent that such material breach or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that material failure would reasonably be expected to cause or constitute a breach of any of ACP's representations or warranties hereunderthe conditions set forth in Section 9.3 to not be satisfied. (cb) During the period from the date hereof prior to the Transaction Closing Date Effective Time or the earlier termination of this Agreement, ACP the Holder Representative or the Company shall promptly notify National General Buyer in writing if ACP becomes aware of: either obtains Knowledge of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would reasonably be expected to cause or constitute a material breach of any of its the Company’s representations or warranties contained herein had any such representation or warranty been made as of the time of ACP's the discovery of such event, fact or condition; condition and (ii) any material failure on its the part or National General's part of the Company to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; , in each case in the foregoing clauses (i) and (ii), to the extent that such material breach or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that material failure would reasonably be expected to cause or constitute a breach of any of National General's representations the conditions set forth in Section 9.2 to not be satisfied. (c) No such notice by the Company, the Holder Representative, Merger Sub or warranties hereunderBuyer, as applicable, pursuant to this Section 8.4(c) shall be deemed to cure any breach for purposes of Article IV or Article V or have any effect on any of the obligations of the parties pursuant to this Agreement.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General Buyer shall promptly notify ACP Seller in writing if National General Buyer becomes aware of: of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's Buyer’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or ACP's or the Tower Companies' part 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 5.6(a) shall not (A) affect the determination of (x) whether the satisfaction of the Closing conditions set forth in Article VI have been satisfied or waived, (y) whether and to what extent there is any right to indemnification under Article VII or (iiiz) whether a right of termination exists under Article VIII or (B) otherwise limit or affect the occurrence or non-occurrence of any event or rights and remedies available hereunder to the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunderParty receiving such notice. (cb) During the period from the date hereof prior to the Transaction Closing Date or the earlier termination of this Agreement, ACP Seller shall promptly notify National General Buyer in writing if ACP becomes aware of: if, to the Company’s Knowledge, there shall be (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties contained herein had any such representation or warranty been made as of the time of ACP's the Company’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or National General's part 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 5.6(b) shall not (A) affect the determination of (x) whether the satisfaction of the Closing conditions set forth in Article VI have been satisfied or waived, (y) whether and to what extent there is any right to indemnification under Article VII or (iiiz) whether a right of termination exists under Article VIII or (B) otherwise limit or affect the occurrence or non-occurrence of any event or rights and remedies available hereunder to the existence of any fact or condition that would cause or constitute a breach of any of National General's representations or warranties hereunderParty receiving such notice.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from From the date hereof to until the Transaction Closing Date or the earlier termination of this Agreement, National General Seller shall promptly notify ACP Buyer in writing if National General Seller or any of its Affiliates becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its the representations or warranties of Seller in Article II or Article III, had any such representation or warranty been made as of the time of National General's Seller’s or its Affiliates discovery of such event, fact or condition; , (ii) the filing or initiation of any Legal Proceeding that seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement (and to the extent legally permissible, shall provide Buyer and its designated representatives with copies of all filings and correspondence in respect of any such Legal Proceeding), or (iii) any material failure on its part or ACP's or the Tower Companies' Seller’s part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; , in each case, which breach or (iii) failure would reasonably be expected to prevent or materially delay the occurrence consummation of the transactions contemplated by this Agreement or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunderto impair Seller’s ability to perform its obligations under this Agreement. (cb) During the period from From the date hereof to until the Transaction Closing Date or the earlier termination of this Agreement, ACP Buyer shall promptly notify National General Seller in writing if ACP Buyer or any of its Affiliates becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its the representations or warranties of Buyer in Article IV, had any such representation or warranty been made as of the time of ACP's Buyer’s or its Affiliates discovery of such event, fact or condition; , (ii) the filing or initiation of any Legal Proceeding that seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, (iii) any material failure on its part or National General's Buyer’s part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; , in each case, which breach or (iii) failure would reasonably be expected to prevent or materially delay the occurrence consummation of the transactions contemplated by this Agreement or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National General's representations or warranties hereunderto impair Buyer’s ability to perform its obligations under this Agreement.

Notice of Events. (a) National General Buyer shall promptly notify ACPSeller, and ACP Seller shall promptly notify National GeneralBuyer, in writing, upon (1i) becoming aware of any order or decree Governmental Order or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2ii) receiving any notice from any Governmental Entity of its intention to (ix) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (iiy) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General Buyer shall promptly notify ACP Seller in writing if National General Buyer becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's Buyer’s discovery of such event, fact or condition; or (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenantevent, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause has resulted in, or constitute a breach could reasonably be expected to result in, the failure of any of ACP's the conditions set forth in Section 7.3; provided that any such notification shall not cure any inaccuracy in or breach of Buyer’s representations and warranties contained in this Agreement for any purpose, including the indemnification and termination rights contained in this Agreement or warranties hereunderfor determining whether or not the conditions set forth in Section 7.3(a) have been satisfied. (c) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, ACP Seller shall promptly notify National General Buyer in writing if ACP Seller becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of ACP's Seller’s discovery of such event, fact or condition; or (ii) any material failure on its part or National General's part to comply with or satisfy any covenantevent, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause has resulted in, or constitute a breach could reasonably be expected to result in, the failure of any of National General's the conditions set forth in Section 7.2; provided that any such notification shall not cure any inaccuracy in or breach of Seller’s representations and warranties contained in this Agreement for any purpose, including the indemnification and termination rights contained in this Agreement or warranties hereunderfor determining whether or not the conditions set forth in Section 7.2(a) have been satisfied.