Common use of Notices of Certain Events Clause in Contracts

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notices of Certain Events. (a) The Company shall will notify MergerCo promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person Governmental Entity or any counterparty to any Contract that alone, or together with all other Contracts with respect to which communication is received, is material to the Company and its Subsidiaries, taken as a whole, alleging that the consent of such person Person is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), (ii) any communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), (iii) any Legal Actions commenced against or otherwise affecting the Company or any of its Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), and (iv) any event, change, occurrence, circumstance or development between the date of this Agreement and the Effective Time which causes or is reasonably likely to cause the conditions set forth in Section 6.2(a), Section 6.2(b), Section 6.2(c) or Section 6.2(e) of this Agreement not to be satisfied or result in such satisfaction being materially delayed. With respect to any of the foregoing, the Company will consult with MergerCo and its Representatives so as to permit the Company and MergerCo and their respective Representatives to cooperate to take appropriate measures to avoid or mitigate any adverse consequences that may result from any of the foregoing. (b) MergerCo will notify the Company promptly of (i) any communication from any Governmental Entity alleging that the consent of such Governmental Entity (or another personother Governmental Entity) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which (and the Company response thereto from MergerCo or any of its subsidiaries is a party or whichRepresentatives), if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required Governmental Entity in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent (and the response thereto from MergerCo or any of its subsidiaries is a party Representatives), or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actionsevent, suitschange, claimsoccurrence, investigations circumstance or proceedings commenced or, to development between the best date of its knowledge, threatened against Parent this Agreement and the Effective Time which causes or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be is reasonably likely to cause any the conditions set forth in Section 6.3(a) or Section 6.3(b) of its representations or warranties in this Agreement not to be untrue satisfied or inaccurate at the Effective Time unless result in such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticesatisfaction being materially delayed.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers During the period from the date hereof until the Effective Time, each of the Company acquire knowledge thereof, and Parent shall promptly notify Parent the other of: : (i) any written notice or other written communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; Agreement; (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by this Agreement; and ; (iii) any actions, suits, claims, investigations or proceedings Actions commenced or, to the best of its knowledge such party’s Knowledge, threatened against, relating to or involving or otherwise affecting in writing against the Company or any of its subsidiaries Subsidiaries or Parent and any of its Subsidiaries, as the case may be, (A) that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section 4.08 of this Agreement or 4.10 or which (B) that relate to this Agreement or the consummation of the transactions contemplated by this Agreement.hereby; (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (iiv) any notice material written communication given or other communication from any person alleging that the consent of such person (or other person) is or may be required received in connection with any such Action described in the transactions contemplated by this Agreement which consent relates foregoing clause (iii); and (v) any Effect that (A) individually or in the aggregate, has had or would reasonably be expected to have a material Contract to which Company Material Adverse Effect or Parent or any of its subsidiaries is a party or whichMaterial Adverse Effect, if not obtained, would materially delay the Mergerrespectively, (iiB) causes, or would reasonably be expected to cause, any notice representation or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best warranty of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties such party set forth in this Agreement to be untrue or inaccurate at the Effective Time unless or (C) causes, or would reasonably be expected to cause, such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effectparty to fail to perform, as the case may be, and (ii) any failure on its part to comply with or satisfy in any material respect any covenant, condition or agreement of such party set forth in this Agreement, in each case of clause (B) and (C), which would be reasonably expected to cause a condition to consummation of the Merger set forth in Section 8.02 or Section 8.03, respectively, to fail to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as satisfied. (b) In no event shall the case may be. The delivery of any notice by a party pursuant to this Section 5.05(c) shall not 7.04 limit or otherwise affect the remedies available hereunder respective rights, remedies, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the party receiving obligations of the parties under this Agreement. The failure to give notice under this Section 7.04 shall not constitute a failure of any condition in Article 8 or give rise to a basis to terminate this Agreement pursuant to Section 9.01 (provided that the underlying facts or occurrences that would have been required to be disclosed in such noticenotice may be taken into account in determining whether there has been a failure of any condition in Article 8 or whether such facts or occurrences give rise to a basis to terminate this Agreement pursuant to Section 9.01).

Notices of Certain Events. (a) The Company shall will notify ParentCo promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other written or, to the Knowledge of the Company, material oral communication from (x) any person Governmental Entity, (y) any counterparty to any Company Joint Venture or (z) any counterparty to any Contract that alone, or together with all other Contracts with respect to which a communication is received, is material to the Company and its Subsidiaries, taken as a whole, alleging that the consent of such person Person is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), (iii) any Legal Actions commenced against or otherwise affecting the Company or any of its Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), and (iv) any event, change, occurrence, circumstance or development between the date of this Agreement and the Effective Time which causes or is reasonably likely to cause the conditions set forth in Section 6.2(a) or 6.2(b) of this Agreement not to be satisfied or result in such satisfaction being materially delayed. With respect to any of the foregoing, subject to applicable Law, the Company will consult with MergerCo and its Representatives so as to permit the Company, MergerCo and ParentCo and their respective Representatives to cooperate to take appropriate measures to avoid or mitigate any adverse consequences that may result from any of the foregoing. (b) MergerCo and ParentCo will notify the Company promptly of (i) any written or, to the knowledge of MergerCo or ParentCo, material oral communication from any Governmental Entity alleging that the consent of such Governmental Entity (or another personother Governmental Entity) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which (and the Company response thereto from MergerCo, ParentCo or any of its subsidiaries is a party or whichtheir Representatives), if not obtained, would materially delay consummation of the Merger; (ii) any notice or other material communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required Governmental Entity in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent (and the response thereto from MergerCo, ParentCo or their Representatives), (iii) any Legal Actions commenced against or otherwise affecting MergerCo, ParentCo or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with their Affiliates that are related to the transactions contemplated by this AgreementAgreement (and the response thereto from MergerCo, ParentCo or their Representatives), and (iiiiv) any actionsevent, suitschange, claimsoccurrence, investigations circumstance or proceedings commenced or, development between the date of this Agreement and the Effective Time which causes or is reasonably likely to cause the best conditions set forth in Section 6.3(a) or 6.3(b) of its knowledge, threatened against Parent this Agreement not to be satisfied or Merger Subsidiary, which relate result in such satisfaction being materially delayed. With respect to consummation any of the transactions contemplated by this Agreement. (c) Each of foregoing, subject to applicable Law, MergerCo and ParentCo will consult with the Company and its Representatives so as to permit the Company, Parent MergerCo and Merger Subsidiary agrees ParentCo and their respective Representatives to give prompt notice cooperate to each other of, and take appropriate measures to use commercially reasonable efforts to remedy, (i) the occurrence avoid or failure to occur of mitigate any event which occurrence or failure would be likely to cause adverse consequences that may result from any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeforegoing.

Notices of Certain Events. (a) The Company Each Party shall promptly as reasonably practicable after executive officers give prompt notice to the other Party of the Company acquire knowledge thereof, notify Parent of: (i) any material written notice or other material communication received by it from any Governmental Authority during the Pre-Closing Period in connection with this Agreement and the Transactions, (ii) any written notice or other communication received by it from any person Third Party during the Pre-Closing Period alleging any material breach of, or material default under, any Material Contract, or (iii) any written notice or other communication received by it from any Third Party during the Pre-Closing Period alleging that the consent of such person (or another person) Third Party is or may be required in connection with the transactions contemplated by this Agreement which consent relates and the Transactions; provided, that the delivery of notice pursuant to a material Contract to which this Section 7.05(a) shall not cure any breach of any representation, warranty, obligation, covenant or agreement contained in this Agreement or otherwise limit or otherwise affect the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, remedies available hereunder to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreementother Party. (b) Each Party shall give prompt notice to the other Party of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of Action commenced or, to such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent Party’s knowledge, threatened, against it or any of its subsidiaries is a party Affiliates, that purports to prevent, impede or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each Offer, the Legal Downstream Merger, the Post-Downstream Merger Share Sale, the Cancellation or any of the Companyother Transactions or that makes allegations that, Parent and Merger Subsidiary agrees if true, would reasonably be expected to give prompt notice to each other ofhave, and to use commercially reasonable efforts to remedyindividually or in the aggregate, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Buyer Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as (A) in the case may be. The of the Company, the knowledge of the Company of any breach of or inaccuracy in its representations or warranties set forth in this Agreement or failure to perform its covenants or agreements set forth in this Agreement to the extent such inaccuracy, breach or failure to perform would reasonably be expected to give rise to, individually or in the aggregate, the failure of any Offer Condition set forth in paragraph (D) or paragraph (E) of Annex I or (B) in the case of Buyer, the knowledge of Buyer of any breach of, or inaccuracy in, the representations or warranties of Buyer set forth in this Agreement or failure to perform the covenants or agreements of Buyer set forth in this Agreement to the extent such inaccuracy, breach or failure to perform would reasonably be expected to, individually or in the aggregate, prevent or materially delay or materially impair the ability of Buyer to perform its obligations under this Agreement or to consummate the Transactions; provided, that the delivery of any notice pursuant to this Section 5.05(c) 7.05 shall not cure any breach of any representation, warranty, obligation, covenant or agreement contained in this Agreement or otherwise limit or otherwise affect the any remedies available hereunder to the party Party receiving such notice.

Notices of Certain Events. The Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly of (a) The Company shall promptly as reasonably practicable after executive officers any written notice or other written communication from any Person which, to the Knowledge of the Company acquire knowledge thereof(as of the time in question), notify Parent of: (i) any notice or other communication from any person alleging alleges that the consent of such person (or another person) Person is or may be required in connection with this Agreement or the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or whichAgreement, if not obtained, would materially delay consummation of the Merger; (iib) any material notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement, and (iiic) any actions, suits, claims, investigations Legal Actions commenced against the Company or proceedings commenced or, to the best any of its knowledge, threatened against Subsidiaries or Parent or Merger Subsidiaryits Subsidiaries, which relate as applicable, that are related to consummation of this Agreement or the transactions contemplated by this Agreement. , or (cd) Each any representation or warranty of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties such Party contained in this Agreement to be becoming untrue or inaccurate at in any material respect, or the Effective Time unless such material failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) of any failure on its part Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless in this Agreement, in each case such failure or occurrence that the conditions set forth in Article VIII would not have be satisfied or would give rise to a Company Material Adverse Effect right of termination set forth in Section 9.01(c) or a Parent Material Adverse EffectSection 9.01(d), as the case may be. The In no event shall (x) the delivery of any notice by a Party pursuant to this Section 5.05(c) shall not 7.06 limit or otherwise affect the remedies available hereunder respective rights, obligations, representations, warranties, covenants or agreements of the Parties or the conditions to the party receiving such noticeobligations of the Parties under this Agreement, or (y) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Letter or constitute an exception to any representation, warranty or covenant.

Notices of Certain Events. (a) The Company shall will notify SibCo promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other written or, to the Knowledge of the Company, oral communication from (x) any person Governmental Entity, (y) any counterparty to any Company Joint Venture or (z) any counterparty to any Contract that alone, or together with all other Contracts with respect to which a communication is received, is material to the Company and its Subsidiaries, taken as a whole, alleging that the consent of such person Person is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), (ii) any communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), (iii) any Legal Actions commenced against or otherwise affecting the Company or any of its Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), and (iv) any event, change, occurrence, circumstance or development between the date of this Agreement and the Effective Time which causes or is reasonably likely to cause the conditions set forth in Section 6.2(a) or 6.2(b) of this Agreement not to be satisfied or result in such satisfaction being materially delayed. With respect to any of the foregoing, the Company will consult with MergerCo and its Representatives so as to permit the Company, MergerCo and SibCo and their respective Representatives to cooperate to take appropriate measures to avoid or mitigate any adverse consequences that may result from any of the foregoing. (b) MergerCo and SibCo will notify the Company promptly of (i) any written or, to the knowledge of MergerCo or SibCo, oral communication from any Governmental Entity alleging that the consent of such Governmental Entity (or another personother Governmental Entity) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which (and the Company response thereto from MergerCo, SibCo or any of its subsidiaries is a party or whichtheir Representatives), if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required Governmental Entity in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent (and the response thereto from MergerCo, SibCo or their Representatives), (iii) any Legal Actions commenced against or otherwise affecting MergerCo, SibCo or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with their Affiliates that are related to the transactions contemplated by this AgreementAgreement (and the response thereto from MergerCo, SibCo or their Representatives), (iv) any event, change, occurrence, circumstance or development which causes or is reasonably likely to cause either the Debt Financing or the Equity Financing to become unavailable on the terms and conditions contemplated in the Financing Letters or to otherwise be delayed, and (iiiv) any actionsevent, suitschange, claimsoccurrence, investigations circumstance or proceedings commenced or, development between the date of this Agreement and the Effective Time which causes or is reasonably likely to cause the best conditions set forth in Section 6.3(a) or 6.3(b) of its knowledge, threatened against Parent this Agreement not to be satisfied or Merger Subsidiary, which relate result in such satisfaction being materially delayed. With respect to consummation any of the transactions contemplated by this Agreement. (c) Each of foregoing, MergerCo and SibCo will consult with the Company and its Representatives so as to permit the Company, Parent MergerCo and Merger Subsidiary agrees SibCo and their respective Representatives to give prompt notice cooperate to each other of, and take appropriate measures to use commercially reasonable efforts to remedy, (i) the occurrence avoid or failure to occur of mitigate any event which occurrence or failure would be likely to cause adverse consequences that may result from any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeforegoing.

Notices of Certain Events. (a) The Company Each of XC and FH shall promptly as reasonably practicable after executive officers of notify the Company acquire knowledge thereof, notify Parent other of: : (i) any notice or other communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; Transactions; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings Action commenced or, to the best of its knowledge knowledge, threatened against, relating to or involving or otherwise affecting the Company XC or any of its subsidiaries Subsidiaries or FH and any of its Subsidiaries (including FX), 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 4.08 of this Agreement or 4.10 or which that relate to the consummation of the transactions contemplated by this Agreement.Transactions; and (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur inaccuracy of any event which occurrence representation or failure would warranty contained in this Agreement at any time during the term hereof that could reasonably be likely expected to cause any of its representations the conditions to the obligations of any party hereto or warranties FX set forth in this Section 7.02(a) (Representations and Warranties of XC), Section 7.03(a) (Representations and Warranties Regarding FH) or Section 7.03(b) (Representations and Warranties Regarding FX) of the Redemption Agreement not to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and satisfied; (iiiv) any material failure on its part of that party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder unless such failure that could reasonably be expected to cause any of the conditions to the obligations of that party set forth in Section 7.02(b) (Performance by XC) or occurrence would Section 7.03(c) (Performance by FH and FX) of the Redemption Agreement not have a Company Material Adverse Effect to be satisfied; and (v) any written notice or a Parent Material Adverse Effectother communication from, as or given by any party or any of its Affiliates (including, in the case may be. The of FH, FX) to, any Governmental Authority or private Person in connection with the Transactions; provided, that the delivery of any notice pursuant to this Section 5.05(c5.01(d) shall not affect or be deemed to modify any representation or warranty made by any party hereunder or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notices of Certain Events. Each of the Company and Parent shall promptly notify the other of any of the following: (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any written notice or other written communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which Agreement, and the failure to obtain such consent relates would reasonably be expected to have a material Contract to which impact on the Company or any of and its subsidiaries is Subsidiaries, taken as a party or which, if not obtained, would materially delay consummation of the Mergerwhole; (iib) any written notice or other written communication from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by this AgreementAgreement (other than such notices or communications contemplated by ‎Section 8.01, which shall be governed by such Section); and (iiic) any actions, suits, claims, investigations or proceedings Proceedings commenced or, to the best of its knowledge Knowledge, threatened in writing against, relating to or involving or otherwise affecting the Company or any of its subsidiaries thatSubsidiaries or Parent or any of its Subsidiaries, if pending on as the date of this Agreementcase may be, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which that relate to the consummation of the transactions contemplated by this Agreement. Agreement and (bd) Each any Effect that would reasonably be expected to (i) prevent, impair or materially delay the ability of any party to consummate the Mergers or (ii) cause the failure of any condition set forth in ‎Section 9.01, ‎Section 9.02 or ‎Section 9.03 to be satisfied. The Company shall notify Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereofany loss of any Company Satellite or any material degradation, notify material disruption or other material adverse modification of operation, availability, performance or function of the Company of: (i) Satellite Constellation outside of the ordinary course of business. Notwithstanding the foregoing, a party’s good-faith failure to comply with this ‎‎Section 8.06 shall not constitute a breach of this ‎‎Section 8.06, and shall not provide any notice other party the right not to effect, or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates right to a material Contract to which Parent or any of its subsidiaries is a party or whichterminate, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, except to the best extent that any other provision of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless independently provides such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeright.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly of (i) any notice or other communication from any person Person alleging that the consent of such person (or another person) Person is or may be required (A) in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; (iiB) any notice or other communication from any governmental or regulatory agency or authority in connection with the Subsidiary Transfer or with the transactions contemplated by this the Subsidiary Transfer Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement, and by the Subsidiary Transfer Agreement or in connection with the Subsidiary Transfer, (iii) any actionsLegal Actions commenced, suitsor to such party’s knowledge, claimsthreatened, investigations against the Company or proceedings commenced or, to the best any of its knowledge, threatened against Subsidiaries (or any of their officers or directors) or Parent or Merger Subsidiaryits Subsidiaries or Affiliates (including, which relate in each case, their respective officers and directors, as applicable), that are related to consummation of this Agreement, the Subsidiary Transfer Agreement, or the transactions contemplated by this Agreement. hereby or thereby (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy“Transaction Litigation”), (iiv) the occurrence any representation or failure to occur warranty of any event which occurrence or failure would be likely to cause any of its representations or warranties such party contained in this Agreement to be becoming untrue or inaccurate at in any material respect, or the Effective Time unless such material failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) of any failure on its part party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless in this Agreement, in each case such failure or occurrence that the conditions set forth in subsection (c)(iii) of Exhibit A would not have be satisfied or would give rise to a Company Material Adverse Effect right of termination set forth in Section 8.03(b) or a Parent Material Adverse EffectSection 8.04(b), as the case may bebe and (v) any material breach of the Subsidiary Transfer Agreement or, to the Knowledge of the Company, any event that would reasonably be expected to give rise to any party to the Subsidiary Transfer Agreement having the right to terminate the Subsidiary Transfer Agreement. The In no event shall the delivery of any notice by a party pursuant to this Section 5.05(c) shall not 6.06 limit or otherwise affect the remedies available hereunder respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the party receiving such noticeobligations of the parties under this Agreement.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly of (i) any notice or other communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Offer, the Company Merger, the Top-Up Option or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actionsLegal Actions commenced, suitsor to such party’s knowledge, claimsthreatened, investigations against the Company or proceedings commenced orany of its Subsidiaries or Parent or its Subsidiaries, as applicable, that are related to the best of its knowledgeOffer, threatened against Parent the Merger, the Top-Up Option or Merger Subsidiary, which relate to consummation any of the other transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (iiv) the occurrence any representation or failure to occur warranty of any event which occurrence or failure would be likely to cause any of its representations or warranties such party contained in this Agreement to be becoming untrue or inaccurate at in any material respect, or the Effective Time unless such material failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) of any failure on its part party to comply with or satisfy any covenant, condition or agreement to be complied with in this Agreement, in each case such that the conditions set forth in Section 7.01 or satisfied by it hereunder unless such failure or occurrence any of the Offer Conditions would not have be satisfied or would give rise to a Company Material Adverse Effect right a termination set forth in Section 8.03 or a Parent Material Adverse EffectSection 8.04, as the case may be. The In addition, the Company shall notify Parent and Merger Sub promptly of any change or event having, or which would reasonably be expected to have, a Company Material Adverse Effect or which would reasonably be likely to result in the failure of any of the Offer Conditions to be satisfied. In no event shall the delivery of any notice by a party pursuant to this Section 5.05(c) shall not 6.06 limit or otherwise affect the remedies available hereunder respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the party receiving such noticeobligations of the parties under this Agreement.

Notices of Certain Events. During the period beginning on the date of this Agreement and ending on the earlier of the Closing and the date of the termination of this Agreement in accordance with Article IX, each of SPAC and the Company Parties shall reasonably promptly notify the other Party of: (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person Person alleging or raising the possibility that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated Transactions or the FST Restructuring or that the Transactions or the FST Restructuring might give rise to any material Action or other material rights by this Agreement which consent relates to a or on behalf of such Person or result in the loss of any material Contract to which rights or privileges of the Company (or CayCo, post-Closing) to any such Person or create any Lien on any of its subsidiaries is a party the Company’s or which, if not obtained, would materially delay consummation of the Merger; SPAC’s assets; (iib) any notice or other communication from any governmental or regulatory agency or authority in connection with Governmental Authority (including the Department of Investment Review, the Ministry of Economic Affairs of Taiwan) that is material to the transactions contemplated by this Agreement; and , the Company Restructuring Documents or the Ancillary Agreements; (iiic) any actions, suits, claims, investigations material Actions commenced or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company either party or any of its subsidiaries thattheir shareholders and/or stockholders or their equity, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 assets or 4.10 business or which that relate to the consummation of the transactions contemplated by this Agreement., the Company Restructuring Documents or the Ancillary Agreements; (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (id) any notice or other communication from any person alleging Company Shareholder relating to or involving the issuance, grant of or exercise of, any options, warrants or other rights to purchase or obtain any Securities (including any redemption rights); provided, that the Company shall not, except with the prior written consent of SPAC, respond to any such person (notice or other person) is communication, or may be required take any action in connection with the transactions contemplated by this Agreement which consent relates issuance or grant of any options, warrants or other rights to a material Contract to which Parent purchase or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, obtain such Securities; (iie) any notice fact, matter or other communication from any governmental circumstance that would or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees would be reasonably likely to give prompt notice rise to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties result in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and ; and (iif) any material inaccuracy of any representation or warranty of such party contained in this Agreement at any time during the term hereof, or any failure on its part of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence hereunder, that would reasonably be expected to cause any of the conditions set forth in Article VIII not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticebe satisfied.

Notices of Certain Events. (a) The Company shall as promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. (d) The Company shall promptly notify Parent after receipt of any proposal or other offer with respect to any Acquisition Transaction ("Acquisition Proposal"), indication of interest or request for non-public information relating to the Company or its subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of the Company or any subsidiary by any person or entity that informs the Board of Directors of the Company or such subsidiary that it is considering making, or has made, an Acquisition Proposal. Such notice to Parent shall be given orally and in writing and shall indicate in reasonable detail the identity of the offeror and the material terms and conditions of such proposal, inquiry or contact.

Notices of Certain Events. Each of the Company and Parent shall promptly notify the other: (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person Person, other than those disclosed or set forth herein or in the Company Disclosure Letter or the Parent Disclosure Letter, (i) alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or (ii) making allegations which, if not obtainedtrue, would materially delay consummation cause any representation or warranty made by it contained in this Agreement that is qualified as to “materiality,” “Company Material Adverse Effect” or “Parent Material Adverse Effect” (as applicable) to be untrue or inaccurate in any respect or any such representation or warranty that is not so qualified to be untrue or inaccurate in any material respect; (b) of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Agency in connection with the transactions contemplated by this Agreement; and ; (iiic) of any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge Knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which that relate to the consummation of the transactions contemplated by this Agreement.; (d) if there shall have been a breach of any of its representations, warranties, covenants or agreements contained in this Agreement such that the conditions set forth in Section 7.2(a) or (b) Each or Section 7.3(a) or (b), as applicable, are reasonably likely to be incapable of being satisfied; (e) of any notice of default under any Material Contract by or to any Person and of any audit, investigation or inquiry by the IRS or the SEC and/or any state tax or securities authorities or agencies; and (f) if such party has Knowledge of a breach of any of the other party’s representations, warranties, covenants or agreements contained in this Agreement such that the conditions set forth in Section 7.2(a) or (b) or Section 7.3(a) or (b), as applicable, are reasonably likely to be incapable of being satisfied; provided that the failure by either Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify or the Company of: (ito provide notice under this Section 5.4(f) any notice or other communication from any person alleging that the consent of shall in no event adversely affect such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by party’s rights under this Agreement, and including under Section 9.1(g) or (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreementh). (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers Each Party will give prompt written notice to the other Parties upon becoming aware of the Company acquire knowledge thereofoccurrence, notify Parent of: (i) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement pursuant to its terms and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: (i) result in such Party’s failure to cause any of satisfy the following applicable condition precedent with respect to its representations or and warranties in this Agreement set forth herein: (A) with respect to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse EffectVerano, Section 3.3(b); (B) with respect to Pubco, Section 3.2(b); (C) with respect to BC Newco, Section 3.2(c); and (D) with respect to F▇▇▇▇, Section 3.2(d), as the case may be, and ; (ii) any result in such Party’s failure on its part to comply with or satisfy in all material respects any covenant, condition covenant or agreement to be complied with or satisfied by it such Party hereunder unless prior to the Effective Time; or (iii) result in the failure of any other condition set forth in Article 3 prior to the Effective Time. (b) Except as provided in this Section 4.5(b), a Party’s receipt of information pursuant to this Section 4.5 shall not operate as a waiver or otherwise amend, supplement or affect any representation, warranty, covenant or agreement given or made in this Agreement by any Party. If any such disclosed information has resulted in, or will result in (in the reasonable determination of the receiving Party), the failure to satisfy one or occurrence would more conditions precedent to a receiving Party’s obligation set forth in Article 3 by the Outside Date, then within ten Business Days of the receipt of such written disclosure notice, this Agreement may be terminated by such receiving Party, the conditions precedent in favour of whom in Article 3 cannot be satisfied. If this Agreement either cannot be terminated or is not terminated by a receiving Party as provided in this Section 4.5, such written notice provided shall in all cases be deemed to qualify and update the representations, warranties, agreements, covenants and agreements in this Agreement in all respects for the purposes of the satisfaction of the conditions precedent set forth in Article 3, and shall not be a basis for failure to satisfy any such conditions. In addition to and in furtherance of the foregoing, until the earlier to occur of the termination of this Agreement pursuant to its terms and the Effective Time, Verano may supplement and update the Disclosure Letter and for so long as any such supplements and updates (i) were not made as a result of a breach or default by Verano under this Agreement in any material respect, and (ii) do not have a Company Material Adverse Effect or a Parent Verano Material Adverse Effect, then any such supplements and updates to the Disclosure Letter shall be deemed to qualify and update the representations, warranties, agreements and covenants of Verano and the Disclosure Letter in all respects for the purposes of the satisfaction of the conditions precedent in Article 3 and shall not be a basis for failure to satisfy any such conditions. (c) No Party may elect to terminate this Agreement based upon either (i) the failure of a condition precedent in Article 3 for the benefit of such Party to be satisfied, or (ii) a termination right of such Party in Section 5.2, unless prior to the Effective Date such Party has delivered a written notice to all of the other Parties specifying in reasonable detail the breaches of covenants, agreements, representations and warranties or other termination matters which the Party delivering such notice is asserting as the basis for the non-fulfilment of its applicable condition precedent or termination right, as the case may be. The delivery Provided that any Party is proceeding diligently to cure an asserted breach or satisfy an asserted termination matter and such breach or termination matter is capable of any notice pursuant being cured or satisfied by the Outside Date (in the sole discretion of the Party electing to terminate), no Party may terminate this Section 5.05(c) Agreement unless such breach or termination matter shall not limit have been cured or otherwise affect the remedies available hereunder satisfied within 15 days after such written notice was delivered to the party receiving such noticeall Parties.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers give prompt notice to Parent and Buyer of the Company acquire knowledge thereof, notify Parent of: (i) any material written notice or other material communication received by it from any Governmental Authority during the Pre-Closing Period, (ii) any written notice or other communication received by it from any person Third Party during the Pre-Closing Period alleging any material breach of, or material default under, any Material Contract or (iii) any written notice or other communication received by it from any Third Party during the Pre-Closing Period alleging that the consent of such person (or another person) Third Party is or may be required in connection with the transactions contemplated by this Agreement which consent relates and the Transactions; provided, however, that the delivery of notice pursuant to a material Contract to which the Company or any of its subsidiaries is a party or which, if this Section 7.05(a) shall not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving limit or otherwise affecting affect the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required remedies available hereunder to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this AgreementParent and Buyer. (b) Each of the Company, on the one hand, and Parent and Merger Subsidiary Buyer, on the other hand, shall as promptly as reasonably practicable after executive officers give prompt notice to the other Party of Parent acquire knowledge thereof, notify the Company of: (i) any notice Action commenced or, to such Party’s knowledge, threatened, against the Company or other communication from any person alleging that the consent of such person (its Affiliates or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party Affiliates, that purports to prevent, materially impede or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each Offer, the Asset Sale, the Liquidation, the Second Step Distribution, the closing of the Company, Parent and Merger Subsidiary agrees issuance of Shares pursuant to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence Call Option or failure to occur of any event which occurrence or failure would be likely to cause any of its representations the other Transactions or warranties that makes allegations that, if true, would reasonably be expected to have, individually or in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as (A) in the case may be. The of the Company, the knowledge of the Company of any breach of or inaccuracy in its representations or warranties set forth in this Agreement or failure to perform its covenants or agreements set forth in this Agreement to the extent such inaccuracy, breach or failure to perform would reasonably be expected to give rise to, individually or in the aggregate, the failure of any Offer Condition set forth in paragraph (D) or paragraph (E) of Annex I or (B) in the case of Parent and Buyer, the knowledge of Parent or Buyer of any breach of or inaccuracy in the representations or warranties of Parent and Buyer set forth in this Agreement or failure to perform the covenants or agreements of Parent and Buyer set forth in this Agreement to the extent such inaccuracy, breach or failure to perform would reasonably be expected to, individually or in the aggregate, prevent or materially delay or materially impair the ability of Parent or Buyer to perform its obligations under this Agreement or to consummate the Transactions; provided, however, that the delivery of any notice pursuant to this Section 5.05(c) 7.05 shall not cure any breach of any representation, warranty, obligation, covenant or agreement contained in this Agreement or otherwise limit or otherwise affect the any remedies available hereunder to the party Party receiving such notice.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly of (i) any material notice or other communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or whichAgreement, if not obtained, would materially delay consummation of the Merger; (ii) any material notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations Legal Actions (including copies of all pleadings and correspondence relating thereto) commenced or proceedings commenced or, to the best Knowledge of the Company threatened against the Company or any of its knowledge, threatened against Subsidiaries or Parent or Merger Subsidiaryits Subsidiaries, which relate as applicable, arising out of or relating to consummation of this Agreement or the transactions contemplated by this Agreement. Agreement (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of“Transaction Legal Action”), and to use commercially reasonable efforts to remedy, (iiv) the occurrence any representation or failure to occur warranty of any event which occurrence or failure would be likely to cause any of its representations or warranties such party contained in this Agreement to be becoming untrue or inaccurate at in any material respect, or the Effective Time unless such material failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) of any failure on its part party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless in this Agreement, in each case such failure or occurrence that the conditions set forth in Exhibit A would not have be satisfied or would give rise to a Company Material Adverse Effect right a termination set forth in Section 8.03(b) or a Parent Material Adverse EffectSection 8.04(b), as the case may be. The In addition, the Company shall notify Parent and Merger Sub promptly of any change or event having, or which is reasonably likely to have, a Company Material Adverse Effect or which would reasonably be likely to result in the failure of any of the conditions set forth in Annex I to be satisfied. In no event shall the delivery of any notice by a party pursuant to this Section 5.05(c) shall not 6.05 limit or otherwise affect the remedies available hereunder respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the party receiving obligations of the parties under this Agreement. With respect to any Transaction Legal Action, the 26995100v.1 Company shall give Parent the opportunity to participate in the defense, settlement, or compromise of any such noticeTransaction Legal Action, and no such settlement or compromise shall be agreed to without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned, or delayed. For purposes of this Section 6.05, “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Legal Action by the Company (to the extent the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions with respect to the Transaction Legal Action but will not be afforded any decision making power or other authority over the Transaction Legal Action except for the settlement or compromise consent thereof as set forth above.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers give prompt notice to Parent and Buyer of the Company acquire knowledge thereof, notify Parent of: (i) any material written notice or other material communication received by it from any person Governmental Authority related to the Transactions or any matter that is the subject of a representation or warranty of the Company set forth in Article 3 during the Pre-Closing Period, and (ii) any written notice received by it from any Third Party during the Pre-Closing Period alleging that the consent of such person (or another person) Third Party is or may be required in connection with the transactions contemplated by this Agreement which consent relates and the Transactions under any Material Contract or by any Governmental Authority; provided, that the delivery of notice pursuant to a material Contract to which the Company or any of its subsidiaries is a party or which, if this Section 7.05(a) shall not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving limit or otherwise affecting affect the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required remedies available hereunder to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this AgreementParent and Buyer. (b) Each of the Company, on the one hand, and Parent and Merger Subsidiary Buyer, on the other hand, shall as promptly as reasonably practicable after executive officers give prompt notice to the other Party of Parent acquire knowledge thereof, notify the Company of: (i) any notice Action commenced or, to such Party’s knowledge, threatened, against the Company or other communication from any person alleging that the consent of such person (its Affiliates or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party Affiliates, that purports to prevent, materially impede or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each Offer, the Legal Merger, the Legal Demerger, the Asset Sale, Compulsory Acquisition, the Liquidation, the Second Step Distribution or any of the Companyother Transactions or that makes allegations that, Parent and Merger Subsidiary agrees if true, would reasonably be expected to give prompt notice to each other ofhave, and to use commercially reasonable efforts to remedyindividually or in the aggregate, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as (A) in the case may be. The of the Company, the knowledge of the Company of any breach of or inaccuracy in its representations or warranties set forth in this Agreement or failure to perform its covenants or agreements set forth in this Agreement to the extent such inaccuracy, breach or failure to perform would reasonably be expected to give rise to, individually or in the aggregate, the failure of any Offer Condition set forth in paragraph (D) or paragraph (E) of ANNEX I or (B) in the case of Parent and Buyer, the knowledge of Parent or Buyer of any breach of, or inaccuracy in, the representations or warranties of Parent and Buyer set forth in this Agreement or failure to perform the covenants or agreements of Parent and Buyer set forth in this Agreement to the extent such inaccuracy, breach or failure to perform would reasonably be expected to, individually or in the aggregate, prevent or materially delay or materially impair the ability of Buyer to perform its obligations under this Agreement or to consummate the Transactions; provided, that the delivery of any notice pursuant to this Section 5.05(c7.05(b) shall not cure any breach of any representation, warranty, obligation, covenant or agreement contained in this Agreement or otherwise limit or otherwise affect the any remedies available hereunder to the party Party receiving such notice.; provided, that other than in the event of a Willful Breach, the failure to comply with this Section 7.05(b) with respect to any breach or inaccuracy of representations or warranties shall not be taken into account in determining the satisfaction of the Offer Condition set forth in paragraph (E) of ANNEX I.

Notices of Certain Events. (a) The Company Parties shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: promptly of (i) any notice or written communication and, to the knowledge of the Company, any other communication from any person Person alleging that the consent of such person Person (or another personPerson) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which (and the Company or response thereto from the Company, any of its subsidiaries is a party the Subsidiaries or whichtheir Representatives), if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by this Agreement; Agreement (and the response thereto from the Company, any of the Subsidiaries or their Representatives), (iii) any actions, suits, claims, investigations material Actions threatened or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving against or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required Subsidiaries that are related to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this AgreementAgreement or (iv) any effect, event, development or change between the date of this Agreement and the Company Merger Effective Time which, to the knowledge of the Company, causes or is reasonably likely to cause the conditions set forth in Section 8.02(a) or 8.02(b) not to be satisfied. (b) Each of Parent and Merger Subsidiary The Buyer Parties shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: promptly of (i) any notice or written communication and, to the knowledge of Parent, any other communication from any person Person alleging that the consent of such person Person (or other personanother Person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or (and the response thereto from Parent, any of its subsidiaries is a party or which, if not obtained, would materially delay the Mergertheir Representatives), (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by this AgreementAgreement (and the response thereto from Parent, and any of its subsidiaries or their Representatives), (iii) any actions, suits, claims, investigations material Actions threatened or proceedings commenced or, to the best against or otherwise affecting Parent or any of its knowledge, threatened against Parent or Merger Subsidiary, which relate subsidiaries that are related to consummation of the transactions contemplated by this AgreementAgreement or (iv) any effect, event, development or change between the date of this Agreement and the Company Merger Effective Time, which to the knowledge of Parent, causes or is reasonably likely to cause the conditions set forth in Section 8.03(a) or 8.03(b) not to be satisfied. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) 7.15 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly of (i) any notice or other communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actionsLegal Actions commenced, suitsor to such party’s knowledge, claimsthreatened, investigations against the Company or proceedings commenced or, to the best any of its knowledge, threatened against Subsidiaries or Parent or Merger Subsidiaryits Subsidiaries, which relate as applicable, that are related to consummation of the transactions contemplated by this Agreement. Agreement (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of“Transaction Litigation”), and to use commercially reasonable efforts to remedy, (iiv) the occurrence any representation or failure to occur warranty of any event which occurrence or failure would be likely to cause any of its representations or warranties such party contained in this Agreement to be becoming untrue or inaccurate at in any material respect, or the Effective Time unless such material failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) of any failure on its part party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless in this Agreement, in each case such failure or occurrence that the conditions set forth in subsection (d)(iii) of Exhibit A would not have be satisfied or would give rise to a Company Material Adverse Effect right a termination set forth in Section 8.03(b) or a Parent Material Adverse EffectSection 8.04(b), as the case may be. The In no event shall (x) the delivery of any notice by a party pursuant to this Section 5.05(c) shall not 6.06 limit or otherwise affect the remedies available hereunder respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the party receiving such noticeobligations of the parties under this Agreement, or (y) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Letter or constitute an exception to any representation or warranty.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers Each of the Company acquire knowledge thereof, notify and Parent of: shall promptly advise the other of (i) any notice or other material communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the MergerAgreement; (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries Subsidiaries or Parent and any of its 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 4.08 of this Agreement or 4.10 or which that relate to the consummation of the transactions contemplated by this Agreement. ; (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (iiv) any notice change or other communication from any person alleging event that has had or would be reasonably likely to have, individually or in the consent of such person (or other person) is or may be required aggregate, a Company Material Adverse Effect, in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each case of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as in the case may beof Parent; or (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; and (iib) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) after the imposition or occurrence of any CMS Sanction; provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, further, that a failure on its part to comply with or satisfy this Section 8.06 shall not constitute the failure of any covenant, condition or agreement set forth in Article 9 to be complied with satisfied unless the underlying change or satisfied by it hereunder unless such event would independently result in the failure or occurrence would not have of a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant condition set forth in Article 9 to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticebe satisfied.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the Company acquire knowledge thereof, notify Parent of: (i1) any notice or other communication from any person alleging that the consent termination of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates pursuant to a material Contract to which ARTICLE 10 and (2) Effective Time, the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to will give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence Parent upon becoming aware that any representation or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties warranty made by it in this Agreement to be has become untrue or inaccurate at the Effective Time unless such failure in any material respect, or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) of any failure on its part by the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder unless pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy, or failure would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Subsidiary to consummate the Merger set forth in Section 9.02 (other than Section 9.02(v) and Section 9.02(vi)) to fail to be satisfied at the Closing. (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to ARTICLE 10 and (2) Effective Time, Parent will give prompt notice to the Company upon becoming aware that any representation or occurrence warranty made by Parent or Merger Subsidiary in this Agreement has become untrue or inaccurate in any material respect, or of any failure by Parent or Merger Subsidiary to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy or failure would not have a reasonably be expected to cause any of the conditions to the obligations of the Company Material Adverse Effect or a Parent Material Adverse Effect, as to consummate the case may be. The Merger set forth in Section 9.03 to fail to be satisfied at the Closing. (c) In no event shall (i) the delivery of any notice by a party pursuant to this Section 5.05(c) shall not 8.05 limit or otherwise affect the remedies available hereunder respective rights, remedies, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the party receiving such notice.obligations of the parties under this Agreement or (ii) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty of the disclosing party. Table of Contents ARTICLE 9

Notices of Certain Events. (a) The Company shall notify Parent as promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person Person alleging that the consent of such person Person (or another personPerson) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or whichAgreement, if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement; and , (iii) any actions, suits, claims, investigations or proceedings commenced orLegal Actions, to the best knowledge of its knowledge the Company, threatened against, relating to or involving commenced against or otherwise affecting the Company or any of its subsidiaries thatSubsidiaries or any investigation, if pending on complaint, hearing or proceeding by or before any Governmental Entity relating to the Company or any of its Subsidiaries, (iv) except to the extent set forth in the Company Disclosure Letter, any material labor dispute involving the employees of the Company or its Subsidiaries and, whether or not previously disclosed, any adverse change or development of a significant nature relating to such a dispute, (v) any write-off or write-down of, or any determination to write-off or write-down, any asset of the Company or any of its Subsidiaries which write-off, write-down or determination exceeds $1 million individually or $5 million in the aggregate, together with any other write-off or write-down, or (vi) any event, change, occurrence, destruction, damage, loss, circumstance or development between the date of this AgreementAgreement and the Effective Time that, in the case of this clause (vi), has made or would have been required reasonably be expected, individually or in the aggregate, to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation make any of the transactions contemplated by representations or warranties of the Company contained in this Agreement untrue or inaccurate in a material respect or causes or would reasonably be expected, individually or in the aggregate, to cause any breach of the obligations of the Company under this Agreement. (b) Each of Parent and Merger Subsidiary shall notify the Company as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person Person alleging that the consent of such person Person (or other personPerson) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the MergerAgreement, (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actionswritten notice from any financing source providing funds to effect the Merger and the other transactions contemplated hereby or (iv) any event, suitschange, claimsoccurrence, investigations destruction, damage, loss, circumstance or proceedings commenced ordevelopment between the date of this Agreement and the Effective Time that, in the case of clause (iii) and this clause (iv), has made or would reasonably be expected, individually or in the aggregate, to make any of the best representations or warranties of its knowledgeParent and Merger Sub contained in this Agreement untrue or inaccurate in a material respect or causes or would reasonably be expected to, threatened against individually or in the aggregate, to cause any breach of the obligations of Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by Sub under this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notices of Certain Events. The Seller shall notify Buyer in writing, and Buyer shall notify Seller in writing, promptly after such party gains Knowledge of any of the following: (a) The Company shall promptly as reasonably practicable after executive officers any fact or condition that causes or constitutes a misrepresentation or a breach of any of the Company acquire knowledge thereofrespective party’s representations and warranties made as of the date of this Agreement; (b) any changes or events that, notify Parent of: individually or in the aggregate, have had a Material Adverse Effect or otherwise result in any representation or warranty of the respective party under this Agreement being inaccurate as of the date of such changes or events; (ic) any notice or other communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; Agreement; (iid) any notice or other communication from any governmental court, arbitrator or regulatory agency or authority other Governmental Entity in connection with the transactions contemplated by this Agreement; and ; (iiie) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller, the Company Assets or any of its subsidiaries the Business that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 5.16, or 4.10 or which that relate to the consummation of the transactions contemplated by this Agreement.; (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (if) any notice damage, destruction or other communication from casualty loss (whether or not covered by insurance) affecting Seller in any person alleging that the consent of such person material respect; (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (iig) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best breach of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur perform any covenant of any event which occurrence or failure would be likely to cause any of its representations or warranties in the respective party under this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and Agreement; and (iih) any failure on its part to comply with fact or satisfy any covenant, condition that may make the satisfaction of the conditions in Article IX impossible or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may beunlikely. The delivery of any notice Any notification given pursuant to this Section 5.05(c) shall not in any way limit Buyer’s or otherwise affect the remedies available hereunder to the party receiving such noticeSeller’s exercise of its rights under this Agreement.

Notices of Certain Events. From the date hereof until the Closing Date, each Party shall promptly notify the other parties of: (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication received by it from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which Agreement, except to the extent that such consent relates to a material Contract to which is already contemplated by Section 5.03 of the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; Disclosure Schedule; (iib) any notice or other communication received by it from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by this Agreement; and ; (iiic) any actionsaction, suitssuit, claimsclaim, investigations investigation or proceedings proceeding commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries such party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 3.14 or 4.10 or which relate Section 4.08, as applicable; or (d) to the consummation knowledge of the transactions contemplated by this Agreement. (b) Each such Party, any event, fact or condition that constitutes, or is reasonably likely to result in, a breach of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers any representation, warranty, covenant or agreement of Parent acquire knowledge thereof, notify the Company of: such Party (i) any notice in the case of Buyer or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced orMerger Sub, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure extent that such breach would reasonably be likely expected to cause any of its representations or warranties the conditions to the Company’s obligation to close set forth in this Agreement Article 8 not to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may besatisfied, and (ii) in the case of the Company, to the extent that such breach would reasonably be expected to (A) cause any failure on its part of the conditions to comply with Buyer’s obligation to close set forth in Article 8 not to be satisfied or satisfy (B) result in Damages in excess of the Indemnity Escrow Amount; provided that (1) the Company’s giving of any covenantnotice required by this clause (ii) shall not be deemed to constitute an acknowledgement that such event, fact, condition or agreement breach, either individually or in the aggregate with other events, facts, conditions or breaches, has had, or would reasonably be expected to be complied with or satisfied by it hereunder unless such failure or occurrence would not have have, a Company Material Adverse Effect or a Parent Material Adverse Effect, as and (2) neither the case may be. The delivery Company’s giving of such notice, nor its good faith failure to give such notice, in respect of any notice event, fact, condition or breach pursuant to this Section 5.05(cclause (ii) shall by itself give Buyer the right not limit to consummate the Merger, absent the failure of one or more conditions to Buyer’s and Merger Sub’s obligations to close set forth in Article 8 otherwise affect the remedies available hereunder to the party receiving such noticebe satisfied.

Notices of Certain Events. ‌ (a) The Company shall promptly as reasonably practicable after executive officers Each Party will give prompt written notice to the other Parties upon becoming aware of the Company acquire knowledge thereofoccurrence, notify Parent of: (i) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement pursuant to its terms and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: (i) result in such Party’s failure to cause any of satisfy the following applicable condition precedent with respect to its representations or and warranties in this Agreement set forth herein: (A) with respect to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect▇▇▇▇▇, as the case may beSections 3.02 and 3.03(b); (C) with respect to Pubco, Sections 3.02 and 3.02(b); (ii) any result in such Party’s failure on its part to comply with or satisfy in all material respects any covenant, condition covenant or agreement to be complied with or satisfied by it such Party hereunder unless prior to the Effective Time; or (iii) result in the failure of any other condition set forth in Article 3 prior to the Effective Time. (b) Except as provided in this Section 4.04(b), a Party’s receipt of information pursuant to this Section 4.04 shall not operate as a waiver or otherwise amend, supplement or affect any representation, warranty, covenant or agreement given or made in this Agreement by any Party. If any such disclosed information has resulted in, or will result in (in the reasonable determination of the receiving Party), the failure to satisfy one or occurrence would more conditions precedent to a receiving Party’s obligation set forth in Article 3 by the Outside Date, then within twenty (20) Business Days of the receipt of such written disclosure notice, this Agreement may be terminated by such receiving Party, the conditions precedent in favour of whom in Article 3 cannot be satisfied. If this Agreement either cannot be terminated or is not terminated by a receiving Party as provided in this Section 4.04, such written notice provided shall in all cases be deemed to qualify and update the representations, warranties, agreements, covenants and agreements in this Agreement in all respects for the purposes of the satisfaction of the conditions precedent set forth in Article 3, and shall not be a basis for failure to satisfy any such conditions. In addition to and in furtherance of the foregoing, until the earlier to occur of the termination of this Agreement pursuant to its terms and the Effective Time, ▇▇▇▇▇ may supplement and update the ▇▇▇▇▇ Disclosure Letter and for so long as any such supplements and updates: (i) were not made as a result of a breach or default by ▇▇▇▇▇ under this Agreement in any material respect, and (ii) do not have a Company Material Adverse Effect or a Parent an ▇▇▇▇▇ Material Adverse Effect, then any such supplements and updates to the ▇▇▇▇▇ Disclosure Letter shall be deemed to qualify and update the representations, warranties, agreements and covenants of ▇▇▇▇▇ and the ▇▇▇▇▇ Disclosure Letter in all respects for the purposes of the satisfaction of the conditions precedent in Article 3 and shall not be a basis for failure to satisfy any such conditions. (c) No Party may elect to terminate this Agreement based upon either: (i) the failure of a condition precedent in Article 3 for the benefit of such Party to be satisfied; or (ii) a termination right of such Party in Section 5.02, unless prior to the Effective Date such Party has delivered a written notice to all of the other Parties specifying in reasonable detail the breaches of covenants, agreements, representations and warranties or other termination matters which the Party delivering such notice is asserting as the basis for the non- fulfilment of its applicable condition precedent or termination right, as the case may be. The delivery Provided that any Party is proceeding diligently to cure an asserted breach or satisfy an asserted termination matter and such breach or termination matter is capable of any notice pursuant being cured or satisfied by the Outside Date (in the sole discretion of the Party electing to terminate), no Party may terminate this Section 5.05(c) Agreement unless such breach or termination matter shall not limit have been cured or otherwise affect the remedies available hereunder satisfied within fifteen (15) days after such written notice was delivered to the party receiving such noticeall Parties.

Notices of Certain Events. (a) The From the date of this Agreement until the Effective Time, the Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: : (i) any notice or other communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; Agreement; (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Authority (A) delivered in connection with the transactions contemplated by this Agreement; and Agreement or (B) indicating that a material Permit is revoked or about to be revoked or that a Permit is required in any jurisdiction in which such material Permit has not been obtained; (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best Knowledge of its knowledge the Company, threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries Acquired Company, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 4.11 or 4.10 Section 4.14, as the case may be, or which that relate to the consummation of the transactions contemplated by this Agreement; (iv) any inaccuracy in or breach of any representation, warranty or covenant contained in this Agreement such that the conditions in Section 8.02(a) or Section 8.02(b) would not be satisfied; (v) any written notice from NASDAQ asserting any non-compliance with any applicable listing and other rules and regulations of NASDAQ; and (vi) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article 8 impossible, unlikely or materially delayed. (b) Each From the date of this Agreement until the Effective Time, Ultimate Parent, Parent and Merger Subsidiary Sub shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: : (i) any notice or other communication from any person Person alleging that the consent of such person (or other person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, Agreement; (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Authority delivered in connection with the transactions contemplated by this Agreement, and ; (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best Knowledge of its knowledgethe Parent, threatened against against, relating to or involving or otherwise affecting Ultimate Parent, Parent or Merger Subsidiary, which Sub that relate to the consummation of the transactions contemplated by this Agreement; (iv) any inaccuracy in or breach of any representation, warranty or covenant contained in this Agreement such that the conditions in Section 8.03(a) or Section 8.03(b) would not be satisfied; and (v) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article 8 impossible, unlikely or materially delayed. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence No information or failure to occur of knowledge obtained in any event which occurrence investigation or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice notification pursuant to this Section 5.05(c) shall not limit 6.06, Section 6.04, Section 7.01 or otherwise shall affect or be deemed to modify any representation or warranty contained herein, the remedies available hereunder covenants or agreements of the parties hereto or the conditions to the party receiving obligations of the parties hereto under this Agreement and no such notice, information or knowledge shall be deemed to supplement or amend the Company Disclosure Schedule for the purpose of determining whether any of the conditions set forth in Article 8 has been satisfied.

Notices of Certain Events. (a) The Company shall as promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, which if not obtained, obtained would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) . Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of the Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, which if not obtained, obtained would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledgeknowledge threatened, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) . Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notices of Certain Events. So long as the Investor owns any Preferred Shares or Notes the Corporation shall not effect any of the transactions listed below unless (i) the Investor has received written notice of such transaction at least Fifteen (15) Business Days prior thereto, but in no event later than ten (10) Business Days prior to the record date for the determination of shareholders entitled to vote with respect thereto, (ii) if required by the Articles of the Corporation, the Notes or any other Transaction Document (as defined in the Securities Purchase Agreement, the consent of the holders of Preferred Shares or Notes shall have been obtained in accordance with such Articles and Transaction Documents or (iii) the resulting successor, acquiring or amalgamated entity (if not the Corporation) assumes by written instrument (in form and substance reasonably satisfactory to the Investor), the obligations of the Corporation under this Agreement and the other Transaction Documents: (a) The Company shall promptly as reasonably practicable after executive officers the declaration or payment of any dividends on Common Shares, Non-Voting Common Shares or Preferred Shares other than dividends payable solely in Common Shares, Non-Voting Common Shares or Preferred Shares; (b) the Corporation's merger with or into or consolidation, combination or amalgamation with or into any other Person, or the sale, lease or other disposition of all or substantially all of the Company acquire knowledge thereof, notify Parent of: properties or assets of the Corporation or any of its subsidiaries; (ic) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with filing by the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company Corporation or any of its subsidiaries is of a party or which, if not obtained, would materially delay consummation registration statement under the securities laws of the MergerUnited States or of a prospectus under the securities laws of any province of Canada; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement.and (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (id) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any an Event of its representations or warranties in this Agreement to be untrue or inaccurate at Default under the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeNote.

Notices of Certain Events. During the period beginning on the date of this Agreement and ending on the earlier of the Closing and the date of the termination of this Agreement in accordance with Article IX, each of SPAC and the Company Parties shall reasonably promptly notify the other party of: (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person Person alleging or raising the possibility that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated Transactions or the TCO Restructuring or that the Transactions or the TCO Restructuring might give rise to any material Action or other material rights by this Agreement which consent relates to a or on behalf of such Person or result in the loss of any material Contract to which rights or privileges of the Company (or CayCo, post-Closing) to any such Person or create any Lien on any of its subsidiaries is a party the Company’s or which, if not obtained, would materially delay consummation of the Merger; SPAC’s assets; (iib) any notice or other communication from any governmental Governmental Authority (including the Investment Commission, the Ministry of Economic Affairs of Taiwan or regulatory agency or authority in connection with its designated Governmental Authority, such as the Central Taiwan Science Park Bureau) that is material to the transactions contemplated by this Agreement; and , the Company Restructuring Documents or the Ancillary Agreements; (iiic) any actions, suits, claims, investigations material Actions commenced or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company either party or any of its subsidiaries thattheir stockholders or their equity, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 assets or 4.10 business or which that relate to the consummation of the transactions contemplated by this Agreement., the Company Restructuring Documents or the Ancillary Agreements; (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (id) any notice or other communication from any person alleging Company Shareholder relating to or involving the issuance, grant of or exercise of, any options, warrants or other rights to purchase or obtain any Securities (including any redemption rights); provided, that the Company shall not, except with the prior written consent of SPAC, respond to any such person (notice or other person) is communication, or may be required take any action in connection with the transactions contemplated by this Agreement which consent relates issuance or grant of any options, warrants or other rights to a material Contract to which Parent purchase or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, obtain such Securities; (iie) any notice fact, matter or other communication from any governmental circumstance that would or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees would be reasonably likely to give prompt notice rise to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties result in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and ; and (iif) any material inaccuracy of any representation or warranty of such party contained in this Agreement at any time during the term hereof, or any failure on its part of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence hereunder, that would reasonably be expected to cause any of the conditions set forth in Article VIII not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticebe satisfied.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent Buyer of: : (ia) any notice or other communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates or that the transactions contemplated by this Agreement might give rise to a material Contract to which any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company and each of its Subsidiaries (or Buyer, post-Closing) to any such Person or create any Lien on any Equity Interests or any of the Company’s and each of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; Subsidiaries’ assets; (iib) any notice or other communication from any governmental or regulatory agency or authority Authority in connection with the transactions contemplated by this Agreement; and Agreement or the Additional Agreements; (iiic) any actions, suits, claims, investigations or proceedings Actions commenced or, to the best knowledge of its knowledge the Company, threatened against, relating to or involving or otherwise affecting Elite, the Company or and each of its Subsidiaries, the Equity Interests, any of the Company’s and each of its subsidiaries thatSubsidiaries’ assets, if pending on including without limitation the date of this AgreementReal Property, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 the Business or which that relate to the consummation of the transactions contemplated by this Agreement.Agreement or the Additional Agreements; (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (id) the occurrence or failure to occur of any event fact or circumstance which occurrence constitutes or failure would results, or could reasonably be likely expected to cause any of its representations constitute or warranties result in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect; and (e) the occurrence of any fact or circumstance which constitutes or results, as or could reasonably be expected to constitute or result in any representation made hereunder by the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement Company and/or Elite to be complied with false or satisfied by it hereunder unless such failure misleading in any material respect or occurrence would not have to omit or fail to state a Company Material Adverse Effect or a Parent Material Adverse Effectmaterial fact; provided, as the case may be. The delivery of however, that should any notice pursuant to this Section 5.05(c) shall not limit 6.2 require any amendment or otherwise affect the remedies available hereunder supplement to the party receiving Company Disclosure Schedules, the Company may deliver to Buyer a supplement or amendment to the Company Disclosure Schedules specifying such change; provided further, however, that neither any such supplement or amendment to the Company Disclosure Schedules nor any notice pursuant to this Section 6.2 shall limit the right of Buyer to claim a failure of a condition to the Closing set forth in Section 9.2, with respect to any matters disclosed in such supplement, amendment or notice.

Notices of Certain Events. (a) The Company shall ------------------------- promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, the failure of which to obtain would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section Sections 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of the Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is are a party or which, if not obtained, the failure of which to obtain would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledgeknowledge threatened, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each Subject to the provisions of Section 5.03, each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure to occur would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The ; provided, however, that the delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly of (i) any notice or other communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the MergerAgreement; (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement; and (iii) any actionsLegal Actions commenced, suitsor to such party’s knowledge, claimsthreatened, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting against the Company or any of its subsidiaries thatSubsidiaries or Parent or its Subsidiaries, if pending on the date of this Agreementas applicable, would have been required that are related to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement; and (iv) any event, change or effect between the date of this Agreement and the Effective Time which causes or is reasonably likely to cause the failure of the conditions set forth in Section 6.02(a), Section 6.02(b), or Section 6.02(e) of this Agreement (in the case of the Company and its Subsidiaries) or Section 6.03(a) or Section 6.03(b) of this Agreement (in the case of Parent and Merger Sub), to be satisfied. In no event, subject in all respects to Section 5.08(b) hereof, shall (x) the delivery of any notice by a party pursuant to this Section 5.08 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement; or (y) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Letter or constitute an exception to any representation or warranty. This Section 5.08 shall not constitute a covenant or agreement for purposes of Section 6.02(b) or Section 6.03(b). (b) Each of Parent At any time, and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereoffrom time to time on or prior to the Closing Date, notify the Company of: (i) may, in its sole discretion, supplement, amend or update the Company Disclosure Letter if the Company becomes aware of any notice material matter, event or other communication from occurrence first existing or occurring after the date hereof that would have been required or appropriate to be disclosed in the Company Disclosure Letter or which would otherwise be necessary to supplement, amend or update any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, information set forth therein. Except to the best of its knowledgeextent that any such supplements, threatened against Parent updates or Merger Subsidiaryamendments result in, which relate to consummation of whether individually or when taken together in the transactions contemplated by this Agreement. (c) Each of the Companyaggregate, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may besuch supplements, and (ii) any failure on its part to comply with updates or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice amendments pursuant to this Section 5.05(c5.08(b) shall not limit or otherwise affect be deemed to be incorporated into the remedies available hereunder Company Disclosure Letter and to be an exception to the party receiving such noticerepresentations and warranties (or covenants, as applicable) of the Company for purposes of determining whether the conditions set forth in Section 6.02 are satisfied.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers give prompt notice to the Parent Parties, and the Parent Parties shall give prompt notice to the Company, of the Company acquire knowledge thereof, notify Parent of: (i) any written notice or other substantive communication received by such party from any person Governmental Authority in connection with this Agreement or the Transactions or from any Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or whichTransactions, if not obtained, would materially delay consummation of the Merger; and (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings Proceeding commenced or, to the best of its knowledge such party’s Knowledge, threatened against, relating to or involving or otherwise affecting the Company such party or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or Subsidiaries which relate to this Agreement or the consummation of the transactions contemplated by this AgreementTransactions. (b) Each of The Company shall give prompt notice to the Parent Parties, and Merger Subsidiary the Parent Parties shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereofgive prompt notice to the Company, notify the Company of: if (i) any notice representation or other communication from any person alleging warranty made by it contained in this Agreement becomes untrue or inaccurate such that it would be reasonable to expect that the consent applicable conditions set forth in Article VII would reasonably be expected to be incapable of such person (being satisfied by the End Date or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder unless under this Agreement; provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement or any remedies for any breach of the representations, warranties, covenants or agreements under this Agreement. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, the Parent Parties or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any their respective Representatives to provide such prompt notice pursuant to under this Section 5.05(c6.12(b) shall not limit constitute a breach of covenant for purposes of Section 7.02(b), Section 7.03(b), Section 8.01(e) or otherwise affect the remedies available hereunder to the party receiving such noticeSection 8.01(f).

Notices of Certain Events. (a) The Parent shall notify the Company, and the Company shall notify Parent, promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (ia) any notice or other communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the MergerTransactions; (iib) any notice or other communication from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by Transaction; (c) any Legal Actions commenced, or to such party’s Knowledge, threatened, against Parent or any of or Subsidiaries or any of the Company Stockholders, the Company or its Subsidiaries, as applicable, that are related to this Agreement, the Merger, the Parent Stock Issuance, or the other Transactions; and (iiid) any actionsevent, suitschange, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on effect between the date of this Agreement, would have been required Agreement and the Effective Time which causes or is reasonably likely to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to cause the consummation failure of the transactions contemplated by conditions set forth in Section 6.2(a), Section 6.2(b), or Section 6.2(c) of this Agreement. Agreement (bin the case of the Company) Each or Section 6.3(a), Section 6.3(b), or Section 6.3(c) of this Agreement (in the case of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereofSub), notify the Company ofto be satisfied. In no event shall: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice by a party pursuant to this Section 5.05(c) shall not 5.4 limit or otherwise affect the remedies available hereunder respective rights, obligations, representations, warranties, covenants, or agreements of the parties or the conditions to the party receiving such noticeobligations of the parties under this Agreement; (ii) disclosure by Parent or Merger Sub be deemed to amend or supplement the Schedules or constitute an exception to Parent’s and Merger Sub’s representations or warranties; or (iii) disclosure by the FT Stockholders or the Company be deemed to amend or supplement the Schedules or constitute an exception to the FT Stockholders’ or the Company’s representations or warranties. This Section 5.4 shall not constitute a covenant or agreement for purposes of Section 6.2(b) or Section 6.3(b).

Notices of Certain Events. (a) 3.11.2.1. The Company shall as promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries Subsidiaries is a party or which, if not obtained, the failure of which to obtain would materially delay the consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 this Agreement or which relate to the consummation of the transactions contemplated by this Agreement. (b) 3.11.2.2. Each of Parent and Merger Subsidiary Sub shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is Subsidiaries are a party or which, if not obtained, the failure of which to obtain would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledgeknowledge threatened, threatened against Parent or Merger SubsidiarySub, which relate to consummation of the transactions contemplated by this Agreement. (c) 3.11.2.3. Each of the Company, Parent and Merger Subsidiary Sub agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure to occur would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, on such party giving notice and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effecton such party giving notice; provided, as however, that the case may be. The delivery of any notice pursuant to this Section 5.05(c) 3.11.2.3 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notices of Certain Events. From the date hereof until the Closing Date, the Company shall promptly notify Parent of: (a) The Company shall promptly as any changes or events which, individually or in the aggregate, have had or could reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: be expected to have a Material Adverse Effect; (ib) any notice or other communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; Agreement; (iic) any notice or other communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement; and ; (iiid) the acceptance or rejection of any government Bid, the entering into of any Government Contract, or any notice or other communication from the United States Navy, the United States Department of Defense or any other Governmental Entity regarding plans to discontinue or curtail use of the Company’s facilities or any other anticipated material change with respect to its expected use of the Company’s facilities or services, or requirements to be met in connection with rendering services on behalf of such Governmental Entity; (e) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge the Company’s knowledge, threatened against, relating to or involving or otherwise affecting the business of the Company or any of its subsidiaries and the Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 Sections 4.14, 4.16 or 4.10 4.21 or which relate that relates to the consummation of the transactions contemplated by this Agreement.; (bf) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereofany damage, notify destruction or other casualty loss (whether or not covered by insurance) affecting the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, Subsidiaries in any material respect; and (iig) the receipt of any notice or other communication correspondence from any governmental or regulatory agency or authority in connection Metro Machine Corporation with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, respect to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Metro Teaming Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notices of Certain Events. (a) The Company shall as promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, the failure of which to obtain would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened againstthreatened, against relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section Sections 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of the Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is are a party or which, if not obtained, the failure of which to obtain would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledgeknowledge threatened, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each Subject to the provisions of Section 5.03, each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially its reasonable best efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure to occur would reasonably be likely expected to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such occurrence or failure or occurrence to occur would not reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The ; provided, however, that the delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the representations, warranties, covenants or agreements of the parties, the remedies available hereunder to the party receiving such noticenotice or the conditions to such party’s obligation to consummate the Merger.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers give prompt notice to Parent and Buyer of the Company acquire knowledge thereof, notify Parent of: (i) any material written notice or other material communication received by it from any person Governmental Authority related to the Transactions or any matter that is the subject of a representation or warranty of the Company set forth in Article 3 during the Pre-Closing Period, and (ii) any written notice received by it from any Third Party during the Pre-Closing Period alleging that the consent of such person (or another person) Third Party is or may be required in connection with the transactions contemplated by this Agreement which consent relates and the Transactions under any Material Contract or by any Governmental Authority; provided, that the delivery of notice pursuant to a material Contract to which the Company or any of its subsidiaries is a party or which, if this Section 7.05(a) shall not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving limit or otherwise affecting affect the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required remedies available hereunder to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement▇▇▇▇▇▇ and ▇▇▇▇▇. (b) Each of the Company, on the one hand, and Parent and Merger Subsidiary Buyer, on the other hand, shall as promptly as reasonably practicable after executive officers give prompt notice to the other Party of Parent acquire knowledge thereof, notify the Company of: (i) any notice Action commenced or, to such Party’s knowledge, threatened, against the Company or other communication from any person alleging that the consent of such person (its Affiliates or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party Affiliates, that purports to prevent, materially impede or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each Offer, the Legal Merger, the Legal Demerger, the Asset Sale, Compulsory Acquisition, the Liquidation, the Second Step Distribution or any of the Companyother Transactions or that makes allegations that, Parent and Merger Subsidiary agrees if true, would reasonably be expected to give prompt notice to each other ofhave, and to use commercially reasonable efforts to remedyindividually or in the aggregate, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as (A) in the case may be. The of the Company, the knowledge of the Company of any breach of or inaccuracy in its representations or warranties set forth in this Agreement or failure to Table of Contents perform its covenants or agreements set forth in this Agreement to the extent such inaccuracy, breach or failure to perform would reasonably be expected to give rise to, individually or in the aggregate, the failure of any Offer Condition set forth in paragraph (D) or paragraph (E) of ANNEX I or (B) in the case of Parent and Buyer, the knowledge of Parent or Buyer of any breach of, or inaccuracy in, the representations or warranties of Parent and Buyer set forth in this Agreement or failure to perform the covenants or agreements of Parent and Buyer set forth in this Agreement to the extent such inaccuracy, breach or failure to perform would reasonably be expected to, individually or in the aggregate, prevent or materially delay or materially impair the ability of Buyer to perform its obligations under this Agreement or to consummate the Transactions; provided, that the delivery of any notice pursuant to this Section 5.05(c7.05(b) shall not cure any breach of any representation, warranty, obligation, covenant or agreement contained in this Agreement or otherwise limit or otherwise affect the any remedies available hereunder to the party Party receiving such notice.; provided, that other than in the event of a Willful Breach, the failure to comply with this Section 7.05(b) with respect to any breach or inaccuracy of representations or warranties shall not be taken into account in determining the satisfaction of the Offer Condition set forth in paragraph (E) of ANNEX I.

Notices of Certain Events. (a) The Company During the Pre-Closing Period, the Seller and the Companies shall promptly as reasonably practicable after executive officers of notify the Company acquire knowledge thereof, notify Parent Purchaser of: : (i) any notice or other communication of which the Seller and/or the Companies have knowledge from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; Agreement; (ii) any notice or other communication of which the Seller and/or the Companies have knowledge from any governmental or regulatory agency or authority Governmental Authority (i) delivered in connection with the transactions contemplated by this Agreement; and , or (ii) indicating that a Permit is revoked or about to be revoked or that a Permit is required in any jurisdiction in which such Permit has not been obtained; (iii) any actions, suits, claims, investigations investigations, proceedings, audits, arbitrations or proceedings mediations commenced or, to the best of its knowledge Company’s Knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries Target Company, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which that relate to the consummation of the transactions contemplated by this Agreement.; (biv) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (iA) any notice or other communication of which the Seller and/or the Companies have knowledge from any person alleging that Person (1) related to any Company’s election under Section 1362(a) of the consent Code to be treated as an “S corporation” within the meaning of such person Section 1361 of the Code (or other personand applicable provisions of state and local Law) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent (“S Corporation Election”) or any Company’s “S Corporation” status or (2) related to any election to be treated as a “qualified subchapter S subsidiary” within the meaning of its subsidiaries is Section 1361(b)(3)(B) of the Code (and applicable provisions of state and local Law) (“Q-Sub Election”) filed by any Subsidiary of the Company set forth in Section 4.21(t) of the Company Disclosure Letter or any such Subsidiary’s status as a party “qualified subchapter S subsidiary” or which, if not obtained, would materially delay the Merger, (iiB) any notice revocation or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur termination of any event which occurrence Company’s S Corporation Election or failure would any applicable Subsidiary’s Q-Sub Election or any other event, condition, fact or circumstance that could reasonably be likely expected to cause any have an adverse effect on the effectiveness of its representations a Company’s S Corporation Election or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticean applicable Subsidiary’s Q-Sub Election.

Notices of Certain Events. (a) The Company shall as promptly as is reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: of (i) any notice or other communication from any person Person alleging that the consent of such person Person (or another personPerson) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or whichAgreement, if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory ▇▇▇▇▇▇ ▇▇▇▇ agency or authority in connection with the transactions contemplated by this Agreement; and , (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge Knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries Subsidiaries that, if pending on the date of this Agreement, would reasonably be expected to have been required to have been disclosed pursuant to Section 4.08 or 4.10 4.11 or which relate to would have a material adverse effect on the consummation of the transactions contemplated by this AgreementAgreement and (iv) any fact or the occurrence or non-occurrence of any event (in each case of which the Company is aware) between the date of this Agreement and the Effective Time which would reasonably be expected to cause (A) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time or (B) any material failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; PROVIDED, HOWEVER, that no such notification shall affect the representations or warranties of any party or the conditions to the obligations of any party hereunder. (b) Each of Parent and Merger Subsidiary shall as promptly as is reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: of (i) any notice or other communication from any person Person alleging that the consent of such person Person (or other personPerson) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the MergerAgreement, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations fact or proceedings commenced or, to the best occurrence or non-occurrence of its knowledge, threatened against any event (in each case of which Parent or Merger Subsidiary, Subsidiary is aware) between the date of this Agreement and the Effective Time which relate to consummation of the transactions contemplated by this Agreement. would cause (cx) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence any representation or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (iiy) any material failure on its part of Parent or Merger Subsidiary to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless each of them hereunder; PROVIDED, HOWEVER, that no such failure notification shall affect the representations or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery warranties of any notice pursuant to this Section 5.05(c) shall not limit party or otherwise affect the remedies available hereunder conditions to the obligations of any party receiving such noticehereunder.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly of (i) any notice or other communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actionsLegal Actions commenced, suits, claims, investigations or proceedings commenced or, to the best of its such party’s knowledge, threatened threatened, against the Company or Parent or Merger Subsidiaryits Subsidiaries, which relate as applicable, that are related to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (iiv) the occurrence any representation or failure to occur warranty of any event which occurrence or failure would be likely to cause any of its representations or warranties such party contained in this Agreement to be becoming untrue or inaccurate at in any material respect, or the Effective Time unless such material failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) of any failure on its part party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless in this Agreement, in each case such failure or occurrence that the conditions set forth in Annex I would not have be satisfied or would give rise to a Company Material Adverse Effect right a termination set forth in Section 8.03(b) or a Parent Material Adverse EffectSection 8.04(b), as the case may be. The In addition, the Company shall notify Parent and Merger Sub promptly of any change or event having, or which is reasonably likely to have, a Company Material Adverse Effect or which would reasonably be likely to result in the failure of any of the conditions set forth in Annex I to be satisfied. In no event shall (x) the delivery of any notice by a party pursuant to this Section 5.05(c) shall not 6.06 limit or otherwise affect the remedies available hereunder respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the party receiving such noticeobligations of the parties under this Agreement, or (y) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, which if not obtained, obtained would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of the Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, which if not obtained, obtained would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledgeknowledge threatened, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notices of Certain Events. During the Interim Period, each of Parent, DLQ Parent, and the Company shall promptly notify the other party of: (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person Person alleging or raising the possibility that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates or that the transactions contemplated by this Agreement might give rise to a material Contract to which any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company Group (or Parent, post-Closing) to any such Person or create any Lien on any of its subsidiaries is a party the Company Group’s or which, if not obtained, would materially delay consummation of the Merger; Parent’s assets; (iib) any notice or other material communication from any governmental or regulatory agency or authority Authority in connection with the transactions contemplated by this Agreement; and Agreement or the Additional Agreements; (iiic) any actions, suits, claims, investigations or proceedings Actions commenced or, to the best Knowledge of its knowledge Parent or the Company, as applicable, threatened in writing against, relating to or involving or otherwise affecting the Company either party or any of its subsidiaries thattheir stockholders or their equity, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 assets or 4.10 or which business and that relate to the consummation of the transactions contemplated by this Agreement.Agreement or the Additional Agreements; (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (id) the occurrence or failure to occur of any event fact or circumstance which occurrence constitutes or failure results, or would reasonably be likely expected to cause any of its representations constitute or warranties result in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and upon having actual Knowledge of such occurrence; and (iie) any inaccuracy of any representation or warranty of such party contained in this Agreement at any time during the term hereof, or any failure on its part of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless hereunder, in either case, upon having actual Knowledge of such failure occurrence, that would reasonably be expected to cause any of the conditions set forth in Section 9.2(a) or occurrence would not have a Section 9.2(b) with respect to the Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to Group’s obligations under this Section 5.05(c6.4(e), or Sections 9.3(a) shall or Section 9.3(b) with respect to Parent’s obligations under this Section 6.4(e), not limit or otherwise affect the remedies available hereunder to the party receiving such noticebe satisfied.

Notices of Certain Events. (a) The Company shall as promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, the failure of which to obtain would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened againstthreatened, against relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section Sections 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of the Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is are a party or which, if not obtained, the failure of which to obtain would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledgeknowledge threatened, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each Subject to the provisions of Section 5.03, each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially its reasonable best efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure to occur would reasonably be likely expected to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such occurrence or failure or occurrence to occur would not reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The ; provided, however, that the delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the representations, warranties, covenants or agreements of the parties, the remedies available hereunder to the party receiving such noticenotice or the conditions to such party's obligation to consummate the Merger.

Notices of Certain Events. (a) The Company shall During the Interim Period, each Party shall, to the extent not prohibited by applicable Law, promptly as reasonably practicable after executive officers notify the other Party of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions except for filings contemplated by this Agreement which consent relates to a material Contract to which and communications with any Government Entity in the Company ordinary course of business, any written notice or other written communication from, or any of its subsidiaries is a party or whichwritten information provided to, if not obtainedany Government Entity received by such Party regarding the Transactions, would materially delay consummation of the Merger; and (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and Legal Proceeding as to which such Party gains Knowledge that (iiiA) any actions, suits, claims, investigations or proceedings is commenced or, to the best of its knowledge threatened against, relating settled, otherwise concluded or which relates to a Party or involving a Fund or otherwise affecting Buyer Fund (as applicable) and would reasonably be expected to have a material adverse effect on a Fund, Buyer Fund, Acquired Assets, the Company Advisory Accounts, the 50 114399-0014/143865664.11 Business, the Transactions, this Agreement or any of its subsidiaries thatAncillary Agreement, if pending on or (B) would delay, restrain, or enjoin the date consummation of, or declare unlawful, the Transactions, or cause the Transactions to be rescinded or delay, restrain, or enjoin the performance of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 Agreement or 4.10 or which relate to the consummation of the transactions contemplated by this any Ancillary Agreement. (b) Each From the Closing Date through the third (3rd) anniversary of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereofthe Closing Date, each Party shall, to the extent not prohibited by applicable Law, notify the Company of: other Party promptly of any Legal Proceeding as to which such Party gains Knowledge that (i) any notice or other communication from any person alleging that the consent of such person (or other personA) is commenced against, settled, otherwise concluded or may which relates to the Buyer, Parent or the Seller and would reasonably be expected to have a material adverse effect on any Fund, any Buyer Fund, any Buyer Trust, the Seller Trust, the Buyer, the Acquired Assets, the Advisory Accounts, the Business, the Transactions, this Agreement or any Ancillary Agreement or (B) with respect to such Legal Proceeding information or a report is, or is required in connection to be, filed with the transactions contemplated by SEC relating in any way to or affecting any Fund, any Buyer Fund, any Buyer Trust, the Seller Trust, the Buyer, the Acquired Assets, the Advisory Accounts, the Business, the Transactions, this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party Ancillary Agreement or which, if not obtained, would materially delay the Merger, (ii) is commenced against or relates to any notice Buyer Trust, the Seller Trust, any Buyer Fund, any Fund or other communication from any governmental Advisory Account, or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actionswould delay, suitsrestrain, claimsor enjoin the consummation of, investigations or proceedings commenced ordeclare unlawful, the Transactions, or cause the Transactions to be rescinded or delay, restrain, or enjoin the best performance of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) . Each of the Company, Parent and Merger Subsidiary Party agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedycause the Seller Trust, Funds, Buyer Trusts, or Buyer Funds (as applicable) to provide, to the extent not prohibited by applicable Law, to them notice of any such Legal Proceeding contemplated in clauses (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect), as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery (iii) of any notice pursuant to this Section 5.05(c6.09(b) shall not limit of which any of their directors, trustees or otherwise affect the remedies available hereunder to the party receiving such noticeofficers become aware.

Notices of Certain Events. (a) The Company Each of the Sellers and the Purchasers shall promptly as reasonably practicable after executive officers of notify the Company acquire knowledge thereof, notify Parent other party of: (i) any notice or other communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which if the failure to obtain such consent relates would be reasonably likely to have a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the MergerMaterial Adverse Effect; (ii) any material notice or other communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement; and (iii) the commencement of any actionsaction, suitslawsuit, claimsproceeding, investigations investigation or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries other claim that, if pending on the date of this Agreement, would have been required to have been be disclosed pursuant to, in the case of a Seller, Section 3.12, or, in the case of the Purchasers, Section 4.5; provided, that a party’s failure to comply with this Section 4.08 7.14 shall not provide the other party hereto or 4.10 or which relate any of such other party’s Affiliates with a right not to the consummation of effect the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary The Sellers shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, the Purchasers of (i) the occurrence or failure to occur non-occurrence of any event which event, the occurrence or failure would be non-occurrence of which is likely to cause any of its representations representation or warranties warranty regarding the Sellers, any Company, or any Company Subsidiary contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time unless Closing such failure or occurrence that the conditions to Closing set forth in Section 2.2 would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, be satisfied and (ii) any failure on its part of any Seller, Company, or Company Subsidiary to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence that the conditions to Closing set forth in Section 2.2 would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may bebe satisfied. The delivery of any notice pursuant to this Section 5.05(c7.14(b) shall not (x) limit or otherwise affect the any remedies available hereunder to the party receiving Purchasers or (y) constitute an acknowledgment or admission of a breach of this Agreement. In connection with any notice provided under this Section, the Sellers shall provide the Purchasers with such noticedocumentation as any of them shall reasonably request. (c) The Purchasers shall give prompt notice to the Sellers of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty regarding the Purchasers contained in this Agreement to be untrue or inaccurate at or prior to the Closing such that the conditions to Closing set forth in Section 2.3 would not be satisfied and (ii) any failure of any Seller, Company, or Company Subsidiary to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder such that the conditions to Closing set forth in Section 2.1 or Section 2.3 would not be satisfied. The delivery of any notice pursuant to this Section 7.14(c) shall not (x) limit or otherwise affect any remedies available to the Sellers or (y) constitute an acknowledgment or admission of a breach of this Agreement. In connection with any notice provided under this Section, the Purchasers shall provide the Sellers with such documentation as any of them shall reasonably request. For the avoidance of doubt, except as set forth in Section 7.12(b) the Sellers shall not (and shall have no right to) update the Disclosure Schedules following the date of this Agreement.

Notices of Certain Events. (a) The From the date of this Agreement until the Effective Time, the Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: : (i) any notice or other communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; Agreement; (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Authority (A) delivered in connection with the transactions contemplated by this Agreement; and Agreement or (B) indicating that a material Permit is revoked or about to be revoked or that a Permit is required in any jurisdiction in which such material Permit has not been obtained; (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best Knowledge of its knowledge the Company, threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries Acquired Company, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 4.11 or 4.10 Section 4.14, as the case may be, or which that relate to the consummation of the transactions contemplated by this Agreement; (iv) any inaccuracy in or breach of any representation, warranty or covenant contained in this Agreement such that the conditions in Section 8.02(a) or Section 8.02(b) would not be satisfied; (v) any written notice from NASDAQ asserting any non-compliance with any applicable listing and other rules and regulations of NASDAQ; and Table of Contents (vi) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article 8 impossible, unlikely or materially delayed. (b) Each From the date of this Agreement until the Effective Time, Ultimate Parent, Parent and Merger Subsidiary Sub shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: : (i) any notice or other communication from any person Person alleging that the consent of such person (or other person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, Agreement; (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Authority delivered in connection with the transactions contemplated by this Agreement, and ; (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best Knowledge of its knowledgethe Parent, threatened against against, relating to or involving or otherwise affecting Ultimate Parent, Parent or Merger Subsidiary, which Sub that relate to the consummation of the transactions contemplated by this Agreement; (iv) any inaccuracy in or breach of any representation, warranty or covenant contained in this Agreement such that the conditions in Section 8.03(a) or Section 8.03(b) would not be satisfied; and (v) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article 8 impossible, unlikely or materially delayed. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence No information or failure to occur of knowledge obtained in any event which occurrence investigation or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice notification pursuant to this Section 5.05(c) shall not limit 6.06, Section 6.04, Section 7.01 or otherwise shall affect or be deemed to modify any representation or warranty contained herein, the remedies available hereunder covenants or agreements of the parties hereto or the conditions to the party receiving obligations of the parties hereto under this Agreement and no such notice, information or knowledge shall be deemed to supplement or amend the Company Disclosure Schedule for the purpose of determining whether any of the conditions set forth in Article 8 has been satisfied.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers give prompt notice to the Parent Parties, and the Parent Parties shall give prompt notice to the Company, of the Company acquire knowledge thereof, notify Parent of: (ia) any notice or other communication received by such party from any person Governmental Authority in connection with this Agreement or the Transactions or from any Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or whichTransactions, if not obtained, would materially delay consummation of the Merger; and (iib) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings Proceeding commenced or, to the best of its knowledge such party’s Knowledge, threatened against, relating to or involving or otherwise affecting the Company such party or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or Subsidiaries which relate to this Agreement or the consummation of the transactions contemplated by this AgreementTransactions. (b) Each of The Company shall give prompt notice to the Parent Parties, and Merger Subsidiary the Parent Parties shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereofgive prompt notice to the Company, notify the Company of: if (i) any notice representation or other communication from any person alleging warranty made by it contained in this Agreement becomes untrue or inaccurate such that it would be reasonable to expect that the consent applicable conditions set forth in Article VII would reasonably be expected to be incapable of such person (being satisfied by the End Date or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder unless under this Agreement; provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement or any remedies for any breach of the representations, warranties, covenants or agreements under this Agreement. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, the Parent Parties or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any their respective Representatives to provide such prompt notice pursuant to under this Section 5.05(c6.12(b) shall not limit constitute a breach of covenant for purposes of Section 7.02(b), Section 7.03(b), Section 8.01(e), or otherwise affect the remedies available hereunder to the party receiving such noticeSection 8.01(f).

Notices of Certain Events. (a) The Company shall promptly ------------------------- as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notices of Certain Events. (a) The Company shall notify Merger Sub, and each of Parent and Merger Sub shall notify the Company, promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any material notice or other material communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any material notice or other material communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actionsLegal Actions commenced, suitsor to such party’s knowledge, claimsthreatened, investigations against the Company or proceedings commenced or, to the best any of its knowledge, threatened against Subsidiaries or Parent or Merger Subsidiaryany of its Subsidiaries, which relate as applicable, that are related to consummation of the transactions contemplated by this Agreement. Agreement (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy“Transaction Litigation”), (iiv) the occurrence any fact, event or failure circumstance that has had or would reasonably be expected to occur of result in any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect and (v) the occurrence of any event, change or a Parent Material Adverse Effecteffect following the date of this Agreement which has resulted or is reasonably likely to result in the failure of any of the conditions set forth in Section 7.02(a), as Section 7.02(b) or Annex A of this Agreement (in the case may be, of the Company and its Subsidiaries) or Section 7.03(a) or Section 7.03(b) of this Agreement (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as in the case may beof Parent and Merger Sub). The In no event shall the delivery of any notice by a party pursuant to this Section 5.05(c) shall not 6.06 limit or otherwise affect the remedies available hereunder respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the party receiving obligations of the parties under this Agreement. Without limiting the preceding sentence, the Company shall keep Parent reasonably informed regarding any Transaction Litigation and shall give Parent the opportunity to participate in the defense, settlement, or entry into any other agreement with respect to such noticeTransaction Litigation, including the opportunity to review and comment on all Filings or responses to be made by the Company in connection with any Transaction Litigation, and the Company shall consider any such comments in good faith. The Company agrees that, without Parent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, the Company shall not offer to make or make any payment with respect to any Transaction Litigation or enter into any settlement or similar agreement relating to any Transaction Litigation.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers From the date of this Agreement until the earlier to occur of the Company acquire knowledge thereofEffective Time or the termination of this Agreement in accordance with its terms, Target shall notify Parent of: Purchaser promptly of (iA) any notice or other communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or whichAgreement, if not obtained, would materially delay consummation of the Merger; (iiB) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by this Agreement, and (iiiC) any actionsActions commenced or threatened against, suits, claims, investigations relating to or proceedings commenced involving Target or, to the best of its knowledgeTarget’s Knowledge, threatened against Parent any Stockholder or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. Optionholder (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other ofin their capacities as such), and (D) any fact, event, change or effect which (x) has or could be expected to use commercially reasonable efforts to remedyhave, (i) individually or in the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as (y) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Target hereunder or, to Target’s Knowledge, by any Stockholder or Optionholder under any Letter of Transmittal or Option Cancellation Agreement not being true and correct or (z) has resulted in, or could reasonably be expected to result in, the case may be, and (ii) failure of any failure on its part to comply with or satisfy any covenant, condition or agreement of the conditions set forth in ARTICLE VIII to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as satisfied. In no event shall the case may be. The delivery of any notice pursuant to this Section 5.05(c7.05(a) shall not limit or otherwise affect the remedies available hereunder respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement including with respect to indemnification. (b) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with its terms, Target shall prepare unaudited monthly balance sheets and related unaudited monthly statements of income and retained earnings in the ordinary course of business, and promptly deliver such monthly statements to Purchaser (at which time such statements shall be attached to Section 4.04 of the Target Disclosure Schedules and shall constitute Interim Financial Statements for purposes of this Agreement). (c) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with its terms, Target shall give Purchaser prompt notice of any stockholder or other Equity Interest holder Action against Target or its officers or directors, and Target shall not settle any such Action without the prior consent of Purchaser, which shall not be unreasonably withheld, delayed or conditioned. Except as expressly stated otherwise in this Section 7.05(c), the party receiving named in any stockholder or other Equity Interest holder Action shall control and make all decisions related to such noticestockholder Action.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers give prompt notice to Parent of the Company acquire knowledge thereof, notify Parent of: (i) any written notice or other communication received by it from any Third Party, subsequent to the date of this Agreement and prior to the Closing, alleging any material breach of, or material default under, any Material Contract, or (ii) any notice or other communication received by it from any person Third Party, subsequent to the date of this Agreement and prior to the Closing, alleging that the consent of such person (or another person) Third Party is or may be required in connection with the transactions contemplated by this Agreement which consent relates and the Transactions; provided, however, that the delivery of notice pursuant to a material Contract this Section 7.05(a) shall not limit or otherwise affect the remedies available hereunder to which Parent; (b) Each of the Company and Parent shall give prompt notice to the other party of (i) any Action commenced or, to such party’s knowledge, threatened against, the Company or any of its subsidiaries is a party Subsidiaries or which, if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party Subsidiaries, that purport to prevent, materially impede or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each Offer, the Asset Sale, the Second Step Distribution or any of the Companyother Transactions or that make allegations that, Parent and Merger Subsidiary agrees if true, would, individually or in the aggregate, reasonably be expected to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties result in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as (A) in the case may be. The of the Company, the knowledge by the Company of any breach of or inaccuracy in its representations or warranties set forth in this Agreement or failure to perform its covenants or agreements set forth in this Agreement to the extent such inaccuracy, breach or failure to perform would give rise to the failure of any Offer Condition set forth in section (D) or section (E) of Annex I, or (B) in the case of Parent, the knowledge by Parent of any breach of or inaccuracy in the representations or warranties of Parent or Buyer set forth in this Agreement or failure to perform the covenants or agreements of Parent and Buyer set forth in this Agreement to the extent such inaccuracy, breach or failure to perform would reasonably be expected to, individually or in the aggregate, prevent, materially impede or materially delay the ability of Parent or Buyer to consummate the Offer, the Asset Sale, the Second Step Distribution or the Transactions; provided, however, that the delivery of any notice pursuant to this Section 5.05(c) 7.05 shall not cure any breach of any representation, warranty, obligation, covenant or agreement contained in this Agreement or otherwise limit or otherwise affect the any remedies available hereunder to the party receiving such notice.

Notices of Certain Events. (i) During the period beginning on the date hereof and ending on the Closing Date, each Transferor shall promptly notify the Limited Partnership, V Cable and V Cable GP, Inc. and each other Transferor of: (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication received by such Transferor from any person Person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which (other than notice in respect of a consent relates to a material Contract to which the Company or disclosed in any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; Schedule hereto); (iib) any notice or other communication received by such Transferor from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and ; (iiic) any actions, suits, demands, claims, hearings, investigations or proceedings commenced pending or, to the best knowledge of its knowledge such Transferor, threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which against such Transferor insofar as they relate to the consummation of the transactions contemplated by this Agreement; and (d) any fact or circumstance known to such Transferor which would prevent such Transferor from meeting the conditions set forth in Section 6.1 hereof; PROVIDED, HOWEVER, that no such notification shall in any way limit the representations and warranties set forth in this Agreement. (bii) Each of Parent During the period beginning on the date hereof and Merger Subsidiary ending on the Closing Date, the Limited Partnership, V Cable and V Cable GP, Inc. shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company each Transferor of: : (ia) any notice or other communication received by the Limited Partnership from any person Person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which (other than notice in respect of a consent relates to a material Contract to which Parent or disclosed in any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, Schedule hereto); (iib) any notice or other communication received by the Limited Partnership from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and ; (iiic) any actions, suits, demands, claims, hearings, investigations or proceedings commenced pending or, to the best knowledge of its knowledgethe Limited Partnership, threatened against Parent or Merger Subsidiary, which the Limited Partnership insofar as they relate to consummation of the transactions contemplated by this Agreement.; and (cd) Each of any fact or circumstance known to the CompanyLimited Partnership which would prevent the Limited Partnership from meeting the conditions set forth in Section 6.2 hereof; PROVIDED, Parent HOWEVER, that no such notification shall in any way limit the representations and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties set forth in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeAgreement.

Notices of Certain Events. (a) The Company shall promptly as ------------------------- reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, will notify Parent of: and Merger Sub promptly (and promptly provide copies if applicable) of (i) any notice or other written or, to the Knowledge of the Company, oral communication from (x) any person Governmental Entity or (y) any counterparty to any Contract in each case alleging that the consent of such person Person is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), (ii) any communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), (iii) any Legal Actions commenced against or otherwise affecting the Company or any of its Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), and (iv) any event, change, occurrence, circumstance or development between the date of this Agreement and the Effective Time of which causes, or would reasonably be expected to cause, any condition to the obligations of the Company to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied. With respect to any of the foregoing, the Company will consult with Parent and Merger Sub and their Representatives so as to permit the Company and Parent and their respective Representatives to cooperate to take appropriate measures to avoid or mitigate any adverse consequences that may result from any of the foregoing. (b) Parent and Merger Sub will notify the Company promptly of (i) any written or, to the Knowledge of Parent or Merger Sub, oral communication from (x) any Governmental Entity or (y) any counterparty to any Contract (to the extent that Parent or Merger Sub is aware that such Person is a counterparty to a Contract), alleging that the consent of such Person (or another personPerson) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which (and the Company response thereto from Parent and Merger Sub or any of its subsidiaries is a party or whichtheir Representatives), if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required Governmental Entity in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which (and the response thereto from Parent and Merger Sub or their Representatives), (iii) any Legal Actions commenced against or otherwise affecting Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with Affiliates that are related to the transactions contemplated by this AgreementAgreement (and the response thereto from Parent and Merger Sub or their Representatives), (iv) any event, change, occurrence, circumstance or development which causes, or would reasonably expected to cause either the Debt Financing or the Equity Financing to become unavailable on the terms and conditions contemplated in the Financing Commitments or to otherwise be delayed, and (iiiv) any actionsevent, suitschange, claimsoccurrence, investigations circumstance or proceedings commenced or, to development between the best date of its knowledge, threatened against this Agreement and the Effective Time of which Parent or Merger SubsidiarySub learns and which causes, which relate or is reasonably expected to consummation cause, any condition to the obligations of Parent or Merger Sub to effect the Merger and the other transactions contemplated by this Agreement. (c) Each Agreement not to be satisfied. With respect to any of the Companyforegoing, Parent and Merger Subsidiary agrees Sub will consult with the Company and its Representatives so as to give prompt notice permit the Company and Parent and Merger Sub and their respective Representatives to each other of, and cooperate to use commercially reasonable efforts take appropriate measures to remedy, (i) the occurrence avoid or failure to occur of mitigate any event which occurrence or failure would be likely to cause adverse consequences that may result from any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may beforegoing. The delivery Table of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.Contents

Notices of Certain Events. (a) The Company shall Borrower hereby agrees to notify GM promptly as reasonably practicable after executive officers learning of the Company acquire knowledge thereof, notify Parent ofoccurrence of any of the following events: (i) the occurrence of any default or event of default or situation which, but for the passage of time, would constitute a default or event of default under either Existing Loan Agreement to the extent it has sent a notice or other communication from to any person alleging that the consent Loan Agreement Creditor with respect thereto (in which case a copy of such person (or another person) is or may notice shall promptly thereafter be required in connection with the transactions contemplated by this Agreement which consent relates sent to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the MergerGM); (ii) any notice Refinancing of all or other communication from any governmental portion of the Loan Agreement Obligations; (iii) any amendment, modification, restatement or regulatory agency or authority in connection with supplement to the transactions contemplated by this terms of either Existing Loan Agreement; and (iiiiv) any actions, suits, claims, investigations or proceedings commenced or, promptly after the exercise of remedies with respect to the best Loan Agreement Collateral or the institution of its knowledge threatened against, relating to or involving or otherwise affecting the Company or an Insolvency Proceeding against any of its subsidiaries that, if pending Credit Party on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation account of the transactions contemplated by this AgreementLoan Agreement Obligations. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, The Borrower hereby agrees to notify the Company ofAgent promptly after learning of the occurrence of any of the following events: (i) the occurrence of any default or event of default or situation which, but for the passage of time, would constitute a default or event of default under the Second Lien Documents, to the extent it has sent a notice or other communication from any person alleging that the consent to (in which case a copy of such person (notice shall promptly thereafter be sent to the Agent), or other person) is or may be required in connection received a notice from, GM with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, respect thereto; (ii) any notice Refinancing of all or other communication from any governmental or regulatory agency or authority in connection with portion of the transactions contemplated by this Agreement, and Second Lien Obligations; (iii) any actionsamendment, suitsmodification, claims, investigations restatement or proceedings commenced or, supplement to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation terms of the transactions contemplated by Second Lien Documents; and (iv) promptly after the exercise of remedies with respect to the Second Lien Collateral or the institution of an Insolvency Proceeding against a Credit Party on account of the Second Lien Obligations. Except as expressly provided in this Agreement, each of the Secured Parties agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for repayment of any of the Secured Obligations may be rescinded in whole or in part by the applicable Secured Party, and any Secured Obligation may be continued, and any Secured Obligations, or the liability of any Credit Party upon or for any part thereof, or any collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered or released by the applicable Secured Party, in each case without notice to or further assent by the other Secured Parties, and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (c) Each of Any failure by the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part Borrower to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery terms of any notice pursuant to this Section 5.05(c) 3.5 shall not limit impair the rights or otherwise affect obligations of the remedies available hereunder to the party receiving such noticeother parties hereto.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers During the Interim Period, each of the Company acquire knowledge thereof(on behalf of itself, Holdco and the Merger Subs) and the SPAC shall promptly notify Parent each other of: : (ia) any notice or other communication from any person Person alleging or raising the possibility that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated Transactions or that the Transactions might give rise to any Action or other rights by this Agreement which consent relates to a material Contract to which or on behalf of such Person or result in the loss of any rights or privileges of the Company or the SPAC (or Holdco, post-Closing) to any such Person or create any Lien on any of its subsidiaries is a party the Company’s, the SPAC’s, or which, if not obtained, would materially delay consummation of the Merger; Holdco’s assets; (iib) any notice or other communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement; and Transactions; (iiic) any actions, suits, claims, investigations Actions commenced (or proceedings commenced or, to the best of its such Party’s knowledge threatened threatened) against, relating to or involving or otherwise affecting the Company such Party (including such Party’s shareholders, Equity Interests, assets, business) or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which that relate to the consummation of the transactions contemplated by this Agreement.Transactions; (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (id) the occurrence or failure to occur of any event fact or circumstance which occurrence constitutes or failure results in, or would reasonably be likely expected to cause constitute or result in, a Material Adverse Effect; and (e) any inaccuracy of its representations any representation or warranties warranty of such Party contained in this Agreement to be untrue at any time during the term hereof, or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part of such Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence hereunder, that would reasonably be expected to cause any of the conditions set forth in ‎Article VII not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may beto be satisfied. The delivery of any No notice pursuant to this Section 5.05(c) ‎Section 6.11 shall not limit affect any representation or otherwise affect the remedies available hereunder warranty in this Agreement of any Party, or any condition to the party receiving obligations of any Party. Each of the Company and the SPAC shall cooperate with the other and use reasonable best efforts in the defense or settlement of any Action relating to the Transactions which is brought or threatened in writing against (a) the SPAC, any of its Subsidiaries and/or any of their respective directors or officers, or (b) the Company, Holdco, the Merger Subs, any of their respective Subsidiaries and/or any of their respective directors or officers. Such cooperation between the Parties shall include (i) keeping the other Party reasonably and promptly informed of any developments in connection with any such noticeAction, and (ii) utilizing counsel reasonably agreeable to both the SPAC and the Company (such agreement to counsel not to be unreasonably withheld, conditioned or delayed) and (iii) refraining from compromising, settling, consenting to any order or entering into any agreement in respect of, any such Action without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed).

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, will notify Parent of: and MergerCo promptly, and in any event, within one Business Day, of (i) any notice or other written or, to the Knowledge of the Company, oral communication from (A) any person Governmental Entity, (B) any counterparty to any Company Joint Venture or (C) any counterparty to any Contract alleging that the consent of such person Person (or another personPerson) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Agreement, including the Company Merger (and the response thereto from the Company, its Subsidiaries or any of its subsidiaries is a party or whichRepresentatives), if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement; , including the Merger (and the response thereto from the Company, its Subsidiaries or its Representatives), (iii) any actions, suits, claims, investigations or proceedings Legal Actions commenced or, to the best of its knowledge threatened against, relating to or involving against or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required Subsidiaries that are related to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement, including the Merger (and the response thereto from the Company, its Subsidiaries or its Representatives), and (iv) any event, change, occurrence, circumstance or development between the date of this Agreement and the Effective Time which causes or is reasonably likely to cause any of the conditions set forth in Section 6.2(a) or 6.2(b) of this Agreement not to be satisfied or result in such satisfaction being delayed. With respect to any of the foregoing, the Company will consult with Parent and MergerCo and their Representatives so as to permit the Company and Parent and their respective Representatives to cooperate to take appropriate measures to avoid or mitigate any adverse consequences that may result from any of the foregoing. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, will notify the Company of: promptly, and in any event, within one Business Day, of (i) any notice or other written or, to the Knowledge of Parent, oral communication from any person Governmental Entity alleging that the consent of such person Person (or other personanother Person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Agreement, including the Merger (and the response thereto from Parent and MergerCo or any of its subsidiaries is a party or which, if not obtained, would materially delay the Mergertheir Representatives), (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement, including the Merger (and the response thereto from Parent and MergerCo or their Representatives), (iii) any actions, suits, claims, investigations Legal Actions commenced against or proceedings commenced or, to the best otherwise affecting Parent or any of its knowledge, threatened against Parent or Merger Subsidiary, which relate Affiliates that are related to consummation of the transactions contemplated by this Agreement. , including the Merger (c) Each of and the Company, response thereto from Parent and Merger Subsidiary agrees to give prompt notice to each other ofMergerCo or their Representatives), and to use commercially reasonable efforts to remedy(iv) any event, (i) change, occurrence, circumstance or development between the occurrence date of this Agreement and the Effective Time which causes or failure to occur of any event which occurrence or failure would be is reasonably likely to cause any condition set forth in Section 6.3(a) or 6.3(b) of its representations or warranties in this Agreement not to be untrue satisfied or inaccurate at result in such satisfaction being delayed. With respect to any of the Effective Time unless such failure foregoing, Parent and MergerCo will consult with the Company and its Representatives so as to permit the Company and Parent and MergerCo and their respective Representatives to cooperate to take appropriate measures to avoid or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as mitigate any adverse consequences that may result from any of the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeforegoing.

Notices of Certain Events. (a) The Company shall notify Merger Sub, and each of Parent, HospitalCo Parent and Merger Sub shall notify the Company, promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any material notice or other material communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any material notice or other material communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actionsLegal Actions commenced, suitsor to such party’s knowledge, claimsthreatened, investigations against the Company or proceedings commenced or, to the best any of its knowledgeSubsidiaries, threatened against Parent or Merger Subsidiaryits Subsidiaries or HospitalCo Parent or its Subsidiaries, which relate as applicable, that are related to consummation of the transactions contemplated by this Agreement. Agreement (c“Transaction Litigation”), and (iv) Each the occurrence of any event, change or effect following the date of this Agreement which has resulted or is reasonably likely to result in the failure of any of the Companyconditions set forth in Section 8.02(a), Section 8.02(b), or Section 8.02(c) of this Agreement (in the case of the Company and its Subsidiaries) or Section 8.03(a) or Section 8.03(b) of this Agreement (in the case of Parent, HospitalCo Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) Sub). In no event shall the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice by a party pursuant to this Section 5.05(c) shall not 7.06 limit or otherwise affect the remedies available hereunder respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the party receiving obligations of the parties under this Agreement. Without limiting the preceding sentence, the Company shall keep Parent reasonably informed regarding any Transaction Litigation and shall give Parent the opportunity to participate in the defense, settlement, or entry into any other agreement with respect to such noticeTransaction Litigation, including the opportunity to review and comment on all Filings or responses to be made by the Company in connection with any Transaction Litigation, and the Company shall consider any such comments in good faith. The Company agrees that, without Parent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed (it being understood that it would be unreasonable for Parent to withhold or condition consent to any payment, settlement or other agreement in connection with any Transaction Litigation that only requires (x) the issuance of additional disclosure and/or (y) the payment of money in connection with such settlement in an amount that does not exceed any insurance proceeds that the Company reasonably expects to receive with respect to such Claim and any deductible in respect thereof), the Company shall not offer to make or make any payment with respect to any Transaction Litigation or enter into any settlement or similar agreement relating to any Transaction Litigation.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly of (i) any material notice or other communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or whichAgreement, if not obtained, would materially delay consummation of the Merger; (ii) any material notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations Legal Actions (including copies of all pleadings and correspondence relating thereto) commenced or proceedings commenced or, to the best Knowledge of the Company threatened against the Company or any of its knowledge, threatened against Subsidiaries or Parent or Merger Subsidiaryits Subsidiaries, which relate as applicable, arising out of or relating to consummation of this Agreement or the transactions contemplated by this Agreement. Agreement (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of“Transaction Legal Action”), and to use commercially reasonable efforts to remedy, (iiv) the occurrence any representation or failure to occur warranty of any event which occurrence or failure would be likely to cause any of its representations or warranties such party contained in this Agreement to be becoming untrue or inaccurate at in any material respect, or the Effective Time unless such material failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) of any failure on its part party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless in this Agreement, in each case such failure or occurrence that the conditions set forth in Exhibit A would not have be satisfied or would give rise to a Company Material Adverse Effect right a termination set forth in Section 8.03(b) or a Parent Material Adverse EffectSection 8.04(b), as the case may be. The In addition, the Company shall notify Parent and Merger Sub promptly of any change or event having, or which is reasonably likely to have, a Company Material Adverse Effect or which would reasonably be likely to result in the failure of any of the conditions set forth in Annex I to be satisfied. In no event shall the delivery of any notice by a party pursuant to this Section 5.05(c) shall not 6.05 limit or otherwise affect the remedies available hereunder respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the party receiving obligations of the parties under this Agreement. With respect to any Transaction Legal Action, the Company shall give Parent the opportunity to participate in the defense, settlement, or compromise of any such noticeTransaction Legal Action, and no such settlement or compromise shall be agreed to without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned, or delayed. For purposes of this Section 6.05, “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Legal Action by the Company (to the extent the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions with respect to the Transaction Legal Action but will not be afforded any decision making power or other authority over the Transaction Legal Action except for the settlement or compromise consent thereof as set forth above.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, will notify Parent of: promptly of (i) any notice or other communication from (x) any person Governmental Entity or (y) any counterparty to any Contract that alone, or together with all other Contracts with respect to which communication is received, is material to the Company and its Subsidiaries, taken as a whole, alleging that the consent of such person Person is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), (ii) any communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), (iii) any Legal Actions commenced against or otherwise affecting the Company or any of its Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), and (iv) any event, change, occurrence, circumstance or development between the date of this Agreement and the Effective Time which causes or is reasonably likely to cause the conditions set forth in Section 7.2(a) or 7.2(b) of this Agreement not to be satisfied or result in such satisfaction being materially delayed. With respect to any of the foregoing, the Company will consult with Parent and its Representatives so as to permit the Company, Parent and MergerCo and their respective Representatives to cooperate to take appropriate measures to avoid or mitigate any adverse consequences that may result from any of the foregoing. (b) Parent will notify the Company promptly of (i) any communication from any Governmental Entity alleging that the consent of such Governmental Entity (or another personother Governmental Entity) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which (and the Company response thereto from Parent or any of its subsidiaries is a party or whichRepresentatives), if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required Governmental Entity in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which (and the response thereto from Parent or any of its subsidiaries is a party Representatives), or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actionsevent, suitschange, claimsoccurrence, investigations circumstance or proceedings commenced or, to development between the best date of its knowledge, threatened against Parent this Agreement and the Effective Time which causes or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be is reasonably likely to cause any the conditions set forth in Section 7.3(a) or 7.3(b) of its representations or warranties in this Agreement not to be untrue satisfied or inaccurate at the Effective Time unless result in such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticesatisfaction being materially delayed.

Notices of Certain Events. (a) The Company shall as promptly ------------------------- as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, which if not obtained, obtained would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of the Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, which if not obtained, obtained would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledgeknowledge threatened, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notices of Certain Events. (a) The Company shall as promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent Tribe of: (i) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, which if not obtained, obtained would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent Tribe and Merger Subsidiary LLC shall as promptly as reasonably practicable after executive officers of Parent the Tribe acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent Tribe or any of its subsidiaries is a party or which, which if not obtained, obtained would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledgeknowledge threatened, threatened against Parent Tribe or Merger SubsidiaryLLC, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent Tribe and Merger Subsidiary LLC agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, remedy (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent an Tribe Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent an Tribe Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers Each of the Company acquire knowledge thereof, and Parent shall promptly notify Parent the other of: : (i) any notice or other communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; Agreement; (ii) any notice or other communication from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by this Agreement; and ; (iii) any actions, suits, claims, investigations or proceedings Actions commenced or, to its knowledge, threatened against the best of Company, its knowledge threatened against, relating to or involving or otherwise affecting the Company directors in such capacities or any of its subsidiaries thatSubsidiaries, if pending on or Parent, its directors in such capacities or any of its Subsidiaries, as the date case may be, that relate to the consummation of the transactions contemplated by this AgreementAgreement (and, would have been required to have been disclosed pursuant to Section 4.08 the extent such Action is commenced against the Company, its directors in such capacities or 4.10 or which any of its Subsidiaries that relate to the consummation of the transactions contemplated by this Agreement, the Company shall give Parent the opportunity to participate in and direct the defense or settlement of any such Action and no such Action shall be settled or compromised, and the Company shall not take any action to adversely and materially affect or prejudice any such Action, without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); and (iv) any event, change, circumstance, effect, development or condition that causes, or would be reasonably be expected to cause, or constitutes a breach of such party’s representations and warranties which would reasonably be expected to result in a failure of the condition in Section 9.02(a) or 9.03(a), as the case may be, as of the Effective Time. (b) Each The Company shall promptly (but in any event within 4 Business Days of the relevant event) notify Parent in writing and Merger Subsidiary shall as promptly as reasonably practicable after executive officers provide true and correct copies (where applicable) of Parent acquire knowledge thereofany material correspondence, notify rulings, briefs and other updates with respect to any pending Actions against the Company of: (i) any notice or other communication from any person alleging that the consent of Company, its directors in such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent capacities or any of its subsidiaries is a party or whichSubsidiaries, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, related to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. Agreement (c) Each including the Pending Class Action), but in no event shall Parent, Parent Assignee or Merger Subsidiary, or any of their Affiliates, have any right to participate in or direct the defense or settlement of any such Action, and, subject to Section 6.01, any such Action may be settled or compromised by the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence its directors or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties Subsidiaries in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticetheir respective sole discretions.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after any of the 16 executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, the failure of which to obtain would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting against the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which that relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary Sub shall as promptly as reasonably practicable after any of the executive officers of the Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is are a party or which, if not obtained, the failure of which to obtain would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which Sub that relate to consummation of the transactions contemplated by this Agreement. (c) Each Subject to the provisions of Section 5.03, each of the Company, Parent and Merger Subsidiary Sub agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, of (i) the occurrence or failure to occur of any event which occurrence or failure to occur would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The ; provided, however, that the delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notices of Certain Events. (a3) The Company shall promptly as reasonably practicable after executive officers At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the Company acquire knowledge thereof, notify Parent of: (i1) any notice or other communication from any person alleging that the consent termination of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates pursuant to a material Contract to which ARTICLE 10 and (2) Effective Time, the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to will give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence Parent upon becoming aware that any representation or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties warranty made by it in this Agreement to be has become untrue or inaccurate at the Effective Time unless such failure in any material respect, or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) of any failure on its part by the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder unless pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy, or failure would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Subsidiary to consummate the Merger set forth in Section 9.02 (other than Section 9.02(v) and Section 9.02(vi)) to fail to be satisfied at the Closing. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to ARTICLE 10 and (2) Effective Time, Parent will give prompt notice to the Company upon becoming aware that any representation or occurrence warranty made by Parent or Merger Subsidiary in this Agreement has become untrue or inaccurate in any material respect, or of any failure by Parent or Merger Subsidiary to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy or failure would not have a reasonably be expected to cause any of the conditions to the obligations of the Company Material Adverse Effect or a Parent Material Adverse Effect, as to consummate the case may be. The Merger set forth in Section 9.03 to fail to be satisfied at the Closing. (b) In no event shall (i) the delivery of any notice by a party pursuant to this Section 5.05(c) shall not 8.05 limit or otherwise affect the remedies available hereunder respective rights, remedies, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the party receiving such noticeobligations of the parties under this Agreement or (ii) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty of the disclosing party.

Notices of Certain Events. (a) The Company shall as ------------------------- promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, which if not obtained, obtained would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of the Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, which if not obtained, obtained would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledgeknowledge threatened, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers shall, upon obtaining knowledge of any of the Company acquire knowledge thereoffollowing, promptly notify Parent in writing of: : (i) any material notice or other material communication from any person alleging that the consent of such person (or another person) is or may be required Governmental Entity in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; ; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or other judicial proceedings commenced or, to the best of its knowledge or threatened against, relating to or involving or otherwise affecting against the Company or any of its subsidiaries thatthe Company Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 3.09 or which relate to the consummation of the transactions contemplated by this Agreement.Merger; (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actionsrepresentation or warranty made by the Company contained in this Agreement becoming untrue or inaccurate in any material respect (including in the case of any representations or warranties by the Company, suitsthe Company's receiving knowledge of any fact, claims, investigations event or proceedings commenced or, circumstance which may cause any representation qualified as to the best knowledge of its knowledge, threatened against Parent Company to be or Merger Subsidiary, which relate to consummation of become untrue or inaccurate in any material respect and disregarding for such purposes any limitation in the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement referring to be untrue written instruments); (iv) the failure of the Company or inaccurate at the Effective Time unless such failure or occurrence would not have a any Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part Subsidiary to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure the Company or occurrence would not have a any Company Material Adverse Effect Subsidiary under this Agreement; (v) any material development affecting the assets, liabilities, business, financial condition, operations, results of operations, or a Parent Material Adverse Effectfuture prospects of the Company or any Company Subsidiary, as or, to the case may bebest knowledge of the Company, the operator under the Joint Operating Agreement with respect to the operations thereunder; and (vi) any material development affecting the ability of the Company to effect the Merger and transactions contemplated under the Agreement. The delivery Company shall promptly notify Parent in writing of any notice event which would cause a previously delivered Company Disclosure Schedule to be inaccurate and shall thereafter provide Parent with a revised Company Disclosure Schedule reflecting such information or event. No disclosure by the Company or any Company Subsidiary pursuant to this Section 5.05(c6.03, however, shall be deemed to amend or supplement any Company Disclosure Schedule hereto which has not been consented to in writing by Parent. (b) shall not limit Parent shall, upon obtaining knowledge of any of the following, promptly notify the Company in writing of: (i) any material notice or otherwise affect other material communication from any Governmental Entity in connection with the remedies available hereunder Merger; (ii) any actions, suits, claims, investigations or other judicial proceedings commenced or threatened against Parent or any affiliates of Parent which relate to the party consummation of the Merger; (iii) any representation or warranty made by Parent contained in this Agreement becoming untrue or inaccurate in any material respect (including in the case of any representations or warranties by Parent, Parent's receiving such noticeknowledge of any fact, event or circumstance which may cause any representation qualified as to the best knowledge of Parent to be or become untrue or inaccurate in any material respect); (iv) the failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by Parent or Merger Sub under this Agreement; and (v) any material development affecting the ability of Parent or Merger Sub to effect the Merger and transactions contemplated under the Agreement.

Notices of Certain Events. (a) The Company shall Parties each hereby covenant and agree from the date hereof until the Closing Date to promptly as reasonably practicable after executive officers notify the other Party of any of the Company acquire knowledge thereof, notify Parent of: following: (i) any notice or other communication received by such Party from any person source alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company Affiliation or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; other Transactions; (ii) any notice or other communication from or to any governmental or regulatory rating agency or authority in connection with the transactions contemplated by this Agreement; and Affiliation or the other Transactions or otherwise, and (iii) any actionsaction, suits, claims, investigations or proceedings commenced or, to the best of its knowledge such Party’s Knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which such Party that relate to the consummation of the transactions contemplated by this AgreementAffiliation or any other Transactions; and (iv) any breach of a representation or warranty of the notifying Party or any change or other event which would reasonably be expected to have a Rural Material Adverse Effect or a Badger Material Adverse Effect, as applicable. (b) Each of Parent Badger hereby covenants and Merger Subsidiary shall as agrees to promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company Rural of: : (i) any notice of, or other communication from any person alleging that the consent relating to, a default or event which, with notice or lapse of such person (time or other person) is or may be required in connection with the transactions contemplated both, would become a default, received by this Agreement which consent relates to a material Contract to which Parent Badger or any of its subsidiaries is a party or which, if not obtained, would materially delay Badger subsidiary subsequent to the Merger, date hereof under any Material Contract; (ii) any notice the termination or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, attempted termination of a contract between ▇▇▇▇▇▇ and an Insurance Producer; (iii) the occurrence of any actionsevent which, with notice or lapse of time or both, would result in a default by Badger or any Badger subsidiary or, to Badger’ Knowledge, a default by any other Person, under any Material Contract; or (iv) any action, suits, claims, claims investigations or proceedings commenced or, to the best of its knowledgesuch Party’s Knowledge, threatened against Parent against, relating to or Merger Subsidiaryinvolving or otherwise affecting such Party that, which relate if the same had been pending with respect to consummation of Badger or any Badger subsidiary on the transactions contemplated by this Agreement. (c) Each of the Companydate hereof, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement have been required to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticedisclosed in Schedule 2.10.

Notices of Certain Events. (a) The Company Between the date of this Agreement and the Closing, each Party, as applicable, shall promptly as reasonably practicable after executive officers of notify the Company acquire knowledge thereof, notify Parent other Parties in writing of: : (i) any change, event or action that, individually or in the aggregate, has had or could reasonably be expected to (A) have a Material Adverse Effect, (B) result in any representation or warranty of such Party under this Agreement being inaccurate in any material respect or (C) result in a breach of any covenant of such Party contained in this Agreement or the failure to satisfy any condition specified in Article VIII; (ii) any written notice or other communication from any person Person alleging that the consent of such person (or another person) Person is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; Agreement; (iiiii) any written notice or other communication from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement; and ; (iiiiv) any actionsaction, suitssuit, claimsclaim, investigations investigation or proceedings proceeding commenced or, to the best of its knowledge Sellers’ Knowledge or Company’s Knowledge, as applicable, threatened against, relating to or involving or otherwise affecting the Company or Company, any of its subsidiaries Subsidiaries or the Business that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 4.4 or 4.10 or which relate Section 5.11, as applicable, that relates to the consummation of the transactions contemplated by this Agreement; and (A) the damage or destruction by fire or other casualty of any asset or part thereof of the Company or any of its Subsidiaries or (B) any asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action. (b) Each of Parent Except as otherwise provided in Section 7.10, the Sellers hereby acknowledge that Purchaser does not and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) not waive any notice or other communication from any person alleging that the consent of such person (or other person) is or right it may be required in connection with the transactions contemplated by have under this Agreement which consent relates to as a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur result of any event which occurrence or failure would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice notification pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice7.3.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable after executive officers of the Company acquire knowledge thereof, will notify Parent of: and MergerCo promptly of (i) any notice or other communication from (x) any person Governmental Entity, (y) any counterparty to any Company Joint Venture or (z) any counterparty to any Contract that alone, or together with all other Contracts with respect to which communication is 44 received, is material to the Company and its Subsidiaries, taken as a whole, alleging that the consent of such person Person is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), (ii) any communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), (iii) any Legal Actions commenced against or otherwise affecting the Company or any of its Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), and (iv) any event, change, occurrence, circumstance or development between the date of this Agreement and the Effective Time which results in, or is reasonably likely to cause the conditions set forth in Section 7.2(a) or 7.2(b) of this Agreement not to be satisfied or result in such satisfaction being materially delayed. With respect to any of the foregoing, the Company will consult with Parent and its Representatives so as to permit the Company and Parent and their respective Representatives to cooperate to take appropriate measures to avoid or mitigate any adverse consequences that may result from any of the foregoing. (b) Parent will notify the Company promptly of (i) any communication from any Governmental Entity alleging that the consent of such Governmental Entity (or another personother Governmental Entity) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which (and the Company response thereto from Parent or any of its subsidiaries is a party or whichRepresentatives), if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate to the consummation of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required Governmental Entity in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which (and the response thereto from Parent or any of its subsidiaries is a party Representatives), or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actionsevent, suitschange, claimsoccurrence, investigations circumstance or proceedings commenced or, to development between the best date of its knowledge, threatened against Parent this Agreement and the Effective Time which causes or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be is reasonably likely to cause any the conditions set forth in Section 7.3(a) or 7.3(b) of its representations or warranties in this Agreement not to be untrue satisfied or inaccurate at the Effective Time unless result in such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticesatisfaction being materially delayed.

Notices of Certain Events. (a) The Company shall promptly as reasonably practicable From and after executive officers of the Company acquire knowledge thereof, notify Parent of: (i) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which the Company or any of its subsidiaries is a party or which, if not obtained, would materially delay consummation of the Merger; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of this AgreementAgreement until the Effective Time, would have been required to have been disclosed pursuant to Section 4.08 or 4.10 or which relate each of the Company and Parent shall promptly notify the other orally and in writing and keep the other reasonably informed with respect to the consummation status of the transactions contemplated by this Agreement. (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (i) the occurrence, or non-occurrence, of any notice event that, individually or other communication from any person alleging that in the consent of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtainedaggregate, would materially delay reasonably be expected to cause any condition to the Mergerobligations of any Party to effect the Merger not to be satisfied, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings Action commenced or, to the best of its knowledgeany Party’s Knowledge, threatened against Parent against, such Party or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations Subsidiaries or warranties Affiliates (including its officers or directors) or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates (including its officers or directors), in this Agreement each case in connection with, arising from or otherwise relating to be untrue the Merger or inaccurate at any other transaction contemplated hereby (including by providing copies of all pleadings with respect thereto) (the Effective Time unless “Transaction Litigation”), (iii) the failure of any such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part Party to comply with or satisfy (or any change, condition or event that that results or would reasonably be expected to result in any failure of such party to comply with or satisfy) any material covenant, condition or agreement to be complied with or satisfied by it hereunder unless pursuant to this Agreement, (iv) any notice or other communication received by such failure party from any Governmental Entity in connection with the Merger or occurrence the related transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the transactions contemplated hereby, (v) any other notice or communication from any Governmental Entity in connection with the Merger or the related transactions contemplated hereby or (vi) any change, condition or event that renders or would not have a Company Material Adverse Effect reasonably be expected to render any representation or a Parent Material Adverse Effectwarranty of such Party set forth in this Agreement (disregarding any materiality qualification contained therein) to be untrue or inaccurate in any material respect at the Closing; provided, as that the case may be. The delivery of any notice pursuant to this Section 5.05(c) 6.7 shall not limit cure any breach of or otherwise affect any representation, warranty, covenant or right, or the conditions to the obligations, of the Parties hereunder or otherwise limit or affect the obligations of or remedies available hereunder to the party receiving such noticeany Party.

Notices of Certain Events. During the period beginning on the date of this Agreement and ending on the earlier of the Closing and the date of the termination of this Agreement in accordance with Article VIII, each of SPAC and the Company shall reasonably promptly notify the other party of: (a) The Company in the event that any shareholder litigation related to this Agreement, the Ancillary Agreements or the Transactions is brought or threatened in writing against SPAC or the Company, or any of the respective members of their boards of directors, after the date of this Agreement and prior to the Effective Time (the “Shareholder Litigation”), SPAC or the Company, as applicable, shall promptly as notify the other party in writing of any such Shareholder Litigation and shall keep the other party reasonably practicable after executive officers of informed with respect to the Company acquire knowledge status thereof, notify Parent of: ; (ib) any notice or other communication from any person Person alleging or raising the possibility that the consent of such person (or another person) Person is or may be required in connection with the transactions Transactions contemplated by this Agreement which consent relates or that the Transactions might give rise to a material Contract to which any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or SPAC, post-Closing) to any such Person or create any Lien on any of its subsidiaries is a party the Company’s or which, if not obtained, would materially delay consummation of the Merger; SPAC’s assets; (iic) any notice or other communication from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by this Agreement; and Agreement or the Ancillary Agreements; (iiid) any actions, suits, claims, investigations Actions commenced or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting the Company either party or any of its subsidiaries thattheir stockholders or their equity, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.08 assets or 4.10 business or which that relate to the consummation of the transactions contemplated by this Agreement.Agreement or the Ancillary Agreements; (b) Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable after executive officers of Parent acquire knowledge thereof, notify the Company of: (ie) any written notice from NYSE America with respect to the listing of the SPAC Securities; and (f) any material inaccuracy of any representation or other communication from any person alleging that the consent warranty of such person (or other person) is or may be required in connection with the transactions contemplated by this Agreement which consent relates to a material Contract to which Parent or any of its subsidiaries is a party or which, if not obtained, would materially delay the Merger, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against Parent or Merger Subsidiary, which relate to consummation of the transactions contemplated by this Agreement. (c) Each of the Company, Parent and Merger Subsidiary agrees to give prompt notice to each other of, and to use commercially reasonable efforts to remedy, (i) the occurrence or failure to occur of any event which occurrence or failure would be likely to cause any of its representations or warranties contained in this Agreement to be untrue at any time during the term hereof, or inaccurate at the Effective Time unless such failure or occurrence would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, and (ii) any failure on its part of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder unless such failure or occurrence hereunder, that would reasonably be expected to cause any of the conditions set forth in Article VII not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. The delivery of any notice pursuant to this Section 5.05(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticebe satisfied.