Common use of Notices of Certain Events Clause in Contracts

Notices of Certain Events. Each party shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse Change; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party shall promptly notify the other party parties of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Ordinary Share or share capital or capital stock of the Purchaser Parent Parties or any of the Company GroupCompany’s or the Purchaser Parent Parties’ assets; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse Change; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party Party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party Company shall promptly notify the other party LuxCo of: (a) any notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the creation loss of any rights or privileges of Company (or LuxCo or Parent, Post-Closing) to any such Person or create any Lien on any Company Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser PartiesBusiness’ assets, including without limitation the Real Property; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such party’s knowledge, or threatened against, relating to or involving or otherwise affecting Company or any of the Business’ assets, including without limitation the Real Property, or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably could be expected to constitute or result, result in a Material Adverse Change; and (e) the occurrence of any fact or circumstance which constitutes or results, or might reasonably could be expected to result, constitute or result in any representation made hereunder by such party Company to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser Parties SPAC or any of the Company Group’s or the Purchaser Parties’ SPAC’s assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse Change; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party of the Company on one hand and the Purchaser Parties on the other hand shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser Parties or any of the Company GroupCompany’s or the Purchaser Parties’ assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsTransaction Documents; (c) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional AgreementsTransaction Documents; (d) with respect to the Company, the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, result in a Company Material Adverse ChangeEffect; and with respect to the Purchaser Parties, the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result in a Purchaser Material Adverse Effect; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party shall promptly notify the other party of: (a) any notice or other communication from any Person (including any Authority) alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share Ordinary Shares or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assets; (b) any notice or other containing substantive communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse Change; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact, in each case that would result in the failure to satisfy the condition to the other party’s obligation to close as set forth in Section 10.2(b) or 10.3(b), as applicable.

Notices of Certain Events. Each party hereto shall promptly notify the other party parties of: (a) the receipt by such party or any of such party's Subsidiaries of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assetsAgreement; (b) the receipt by such party or any of such party's Subsidiaries of any notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement; (c) any Actions commenced or, to such party’s knowledge's obtaining knowledge of any actions, suits, claims, investigations or proceedings commenced or threatened against, relating to or involving or otherwise affecting any of Parent, Sub or the Company, as the case may -52- be, or any of their respective Subsidiaries which relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;Agreement; and (d) such party's obtaining knowledge of the occurrence occurrence, or failure to occur, of any fact event which occurrence or circumstance which constitutes or results, or might reasonably failure to occur will be expected likely to constitute or result, in a Material Adverse Change; and cause (eA) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party or warranty contained in this Agreement to be false untrue or misleading inaccurate in any material respect respect, or (B) any material failure of any party to omit comply with or fail satisfy any covenant, condition or agreement to state a material factbe complied with or satisfied by it under this Agreement; PROVIDED, HOWEVER, that no such notification shall affect the representations, warranties or obligations of the parties or the conditions to the obligations of the parties hereunder.

Notices of Certain Events. Each party of the parties hereto shall promptly notify the other party parties of: (a) the receipt by such party of any material written notice or other material communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assetsAgreement; (b) the receipt by such party of any material written notice or other material communication from any Authority governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement; (c) actual knowledge by such party of any Actions actions, suits, claims, investigations or proceedings commenced or, to the knowledge of such party’s knowledgeparty threatened against such party or any of its Affiliates which, threatened againstif pending on the date of this Agreement, relating would have been required to have been disclosed pursuant to Section 3.12 or involving or otherwise affecting which relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;Agreement; and (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse Change; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder actual knowledge by such party of (i) the occurrence, or failure to occur, of any event that has caused any of its representations or warranties hereunder to be false untrue or misleading inaccurate in any material respect at any time from the date hereof to the Effective Time and (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to omit be complied with or fail to state a material factsatisfied by it under this Agreement.

Notices of Certain Events. Each party of the Company and Merger Sub shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assetsAgreement; (b) any notice or other communication from any Authority governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;Agreement; and (c) any Actions actions, suits, claims, investigations or proceedings commenced or, to such party’s 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 4.12 or 4.13 or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;Agreement. (d) the occurrence or non-occurrence of any fact or circumstance event which constitutes would be reasonably likely: (i) to cause any representation or resultswarranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; or (ii) to cause any covenant, condition or might reasonably agreement under this Agreement not to be expected to constitute complied with or result, in a Material Adverse Changesatisfied; and (e) any failure of the occurrence Company or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that no such notification shall affect the representations or warranties of any fact party or circumstance which results, or might reasonably be expected the conditions to result, in the obligations of any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material facthereunder.

Notices of Certain Events. Each party shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Ordinary Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse Change; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party of the Company on one hand and the Purchaser Parties on the other hand shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser Parties or any of the Company GroupCompany’s or the Purchaser Parties’ assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsTransaction Documents; (c) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional AgreementsTransaction Documents; (d) with respect to the Company, the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a Material Adverse Change; andmaterial fact. (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party shall promptly notify the other party parties of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Ordinary Share or share capital or capital stock of the Purchaser SPAC Parties or any of the assets of the Company Group’s or the Purchaser SPAC Parties’ assets; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Ancillary Agreements; (c) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Ancillary Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse Change; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party Party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party hereto shall promptly notify the other party parties orally and in writing of: (a) the receipt by such party or any of such party's Subsidiaries of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assetsAgreement; (b) subject to any applicable legal restrictions, the receipt by such party or any of such party's Subsidiaries of any notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement; (c) any Actions commenced or, to such party’s knowledge's obtaining Knowledge of any actions, suits, claims, investigations or proceedings commenced or threatened against, relating to or involving or otherwise affecting any of Parent, Sub or the Company, as the case may be, or any of their respective Subsidiaries which relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;Agreement; and (d) such party's obtaining Knowledge of the occurrence occurrence, or failure to occur, of any fact event which occurrence or circumstance which constitutes failure to occur will be likely to cause the conditions set forth in Article VI not to be satisfied; provided, however, that no such notification shall affect the representations, warranties or resultsobligations of the parties or the conditions to the obligations of the parties hereunder, or might reasonably be expected limit or otherwise affect the remedies available hereunder to constitute or result, in a Material Adverse Change; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by party receiving such party to be false or misleading in any material respect or to omit or fail to state a material factnotice.

Notices of Certain Events. Each party of Buyer and TXU shall promptly notify the other party Party hereto of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assetsAgreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAssets; (c) any Actions Claim commenced or, to such party’s knowledgeits Knowledge, threatened against, relating to to, or involving or otherwise affecting such Party that, if pending on the date of this Agreement, would have been required to be disclosed pursuant to any provision of this Agreement, or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;Agreement; and (d) any of the occurrence following: (i) the discovery by such Party that any representation or warranty of either Party contained in this Agreement is untrue or inaccurate in any fact or circumstance which constitutes or resultsmaterial respect, or might reasonably be expected to constitute or result, in a Material Adverse Change; and (eii) the occurrence or failure to occur of any fact event which occurrence or circumstance which results, failure to occur would be likely to cause any of the representations or might reasonably be expected to result, warranties in any representation made hereunder by such party this Agreement to be false untrue or misleading incorrect in any material respect as of the date made, and (iii) any material failure on its part to comply with or satisfy any covenant, condition or agreement to omit be complied with or fail to state a material factsatisfied by it hereunder.

Notices of Certain Events. Each party LSG and TXU Gas shall each promptly notify the other party Party hereto of: (a) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assetsAgreement; (b) any written notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsTXU Gas Merger Assets; (c) any Actions Claim commenced or, to such party’s knowledgeits Knowledge, threatened against, relating to to, or involving or otherwise affecting such Party that, if pending on the date of this Agreement, would have been required to be disclosed pursuant to any provision of this Agreement, or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;Agreement; and (d) any of the occurrence following: (i) the discovery by such Party that any representation or warranty of any fact Party contained in this Agreement is untrue or circumstance which constitutes or resultsinaccurate in any material respect, or might reasonably be expected to constitute or result, in a Material Adverse Change; and (eii) the occurrence or failure to occur of any fact event which occurrence or circumstance which results, failure to occur would be likely to cause any of the representations or might reasonably be expected to result, warranties in any representation made hereunder by such party this Agreement to be false untrue or misleading incorrect in any material respect as of the date made, and (iii) any material failure on its part to comply with or satisfy any covenant, condition or agreement to omit be complied with or fail to state a material factsatisfied by it hereunder.

Notices of Certain Events. Each party of the Company and Buyer shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assetsAgreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement; (c) any notice or any communication from any customer or supplier indicating that such customer or supplier intends to terminate or restrict its existing relationship as a result of the public announcement or the pendency of the transactions contemplated by this Agreement; (d) any Actions commenced or, to such party’s knowledge, its knowledge threatened against, relating to or involving or otherwise affecting such party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.13 only or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse ChangeAgreement; and (ei) the occurrence or nonoccurrence of any fact event the occurrence or circumstance nonoccurrence of which results, or might reasonably be expected to result, in would cause any representation made hereunder by or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Merger Date, and (ii) any material failure of such party to comply with or satisfy any covenant, condition or agreement to be false complied with or misleading in satisfied by its hereunder; provided, however, that the delivery of any material respect or notice pursuant to omit or fail to state a material fact.this Section

Notices of Certain Events. Each party shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of SPAC or the Purchaser Parties Acquisition Entities or any of the Company Group’s, SPAC’s or the Purchaser PartiesAcquisition Entities’ assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse ChangeEffect; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each From the date hereof to the Closing Date each party shall promptly notify the other party parties, of: (ai) the receipt by the Company or any of the Purchasers of any notice or other communication from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement or that Agreement; (ii) the transactions contemplated receipt by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assets; (b) Purchasers of any notice or other communication from any Authority governmental entity in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement; (ciii) the Company or any Actions of the Purchasers obtaining knowledge of any actions, suits, claims investigations or proceedings commenced or, to such party’s knowledge, or threatened against, relating to or involving or otherwise affecting the Company or any of the Purchasers, as the case may be, or any of their respective subsidiaries which relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse ChangeAgreement; and (eiv) the occurrence Company or any of the Purchasers obtaining knowledge of the occurrence, or failure to occur, of any fact event which occurrence or circumstance which results, or might reasonably failure to occur will be expected likely to result, in cause (i) any representation made hereunder by such party or warranty contained in this Agreement to be false untrue or misleading inaccurate in any material respect respect, or (ii) any material failure of any party to omit comply with or fail satisfy any covenant, condition or agreement to state a material factbe complied with or satisfied by it under this Agreement.

Notices of Certain Events. Each party shall promptly notify the other party of: (a) any notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the creation loss of any rights or privileges of the Company (or Purchaser, post-Closing) to any such Person or create any Lien on any Company Share or share capital Capital Stock or capital stock of the Purchaser Parties or any of the Company GroupCompany’s or the Purchaser Parties’ Purchaser’s assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such party’s knowledge, or threatened against, relating to or involving or otherwise affecting either party or any of their stockholders or their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Company Material Adverse ChangeChange or a Purchaser Material Adverse Effect; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Ordinary Share or share capital or capital stock of the Purchaser Parent Parties or any of the Company Group’s or the Purchaser Parent Parties’ assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse ChangeEffect; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions Transactions contemplated by this Agreement or that the transactions Transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Ordinary Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse ChangeEffect; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions Transactions contemplated by this Agreement or that the transactions Transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Ordinary Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such party’s actual knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse Change; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each From the date hereof to the Closing Date, each party shall promptly notify the other party parties, of: (ai) the receipt by the Company or any of the Purchasers of any notice or other communication from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement or that Agreement; (ii) the transactions contemplated receipt by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assets; (b) Purchasers of any notice or other communication from any Authority governmental entity in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement; (ciii) the Company or any Actions of the Purchasers obtaining knowledge of any actions, suits, claims investigations or proceedings commenced or, to such party’s knowledge, or threatened against, relating to or involving or otherwise affecting the Company or any of the Purchasers, as the case may be, or any of their respective subsidiaries which relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse ChangeAgreement; and (eiv) the occurrence Company or any of the Purchasers obtaining knowledge of the occurrence, or failure to occur, of any fact event which occurrence or circumstance which results, or might reasonably failure to occur will be expected likely to result, in cause (i) any representation made hereunder by such party or warranty contained in this Agreement to be false untrue or misleading inaccurate in any material respect respect, or (ii) any material failure of any party to omit comply with or fail satisfy any covenant, condition or agreement to state a material factbe complied with or satisfied by it under this Agreement.

Notices of Certain Events. Each party shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement Transactions or that the transactions contemplated by this Agreement Transactions might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Ordinary Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such party’s actual knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse ChangeEffect with respect to any member of the Company Group or a material adverse change with respect to any Purchaser Party; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party Party shall promptly notify the other party parties of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Ordinary Share or share capital or capital stock of the Purchaser Parent Parties or any of the Company GroupCompany’s or the Purchaser Parent Parties’ assets; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such partyParty’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or resultsresults in, or might would reasonably be expected to constitute or resultresult in, in a Material Adverse Change; and (e) the occurrence of any fact or circumstance which results, or might would reasonably be expected to result, in any representation made hereunder by such party Party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party of Parent and the Company shall promptly notify the other party of: (a) any notice or other communication from any Person credibly alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement Transactions or that the transactions contemplated by this Agreement Transactions might give rise to any Action or other rights by or on behalf of such Person or result in the creation loss of any rights or privileges of the Company (or PubCo, post-Closing) to any such Person or create any Lien on any Company Share or share capital or capital stock of the Purchaser Parties or any of the Company GroupCompany’s or the Purchaser Parties’ PubCo’s assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsTransactions; (c) any Actions commenced or, (or to such party’s knowledge, threatened knowledge threatened) against, relating to or involving or otherwise affecting such party (including such party’s stockholders, equity, assets, business) or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsTransactions; (d) the occurrence of any fact or circumstance which constitutes or resultsresults in, or might would reasonably be expected to constitute or resultresult in, in a Material Adverse ChangeEffect; and (e) the occurrence any inaccuracy of any fact representation or circumstance which resultswarranty of such party contained in this Agreement at any time during the term hereof, or might any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to result, cause any of the conditions set forth in any representation made hereunder by such party ARTICLE IX not to be false or misleading in any material respect or to omit or fail to state a material factsatisfied.

Notices of Certain Events. Each party shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions Transactions contemplated by this Agreement or the Definitive Agreements or that the transactions Transactions contemplated by this Agreement or the Definitive Agreements might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Ordinary Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement Agreement, the Definitive Agreements or the Additional Agreements; (c) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement Agreement, the Definitive Agreements or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse ChangeEffect; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse ChangeEffect; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Ordinary Share or share capital or capital stock of SPAC or the Purchaser Parties Acquisition Entities or any of the Company Group’s, SPAC’s or the Purchaser PartiesAcquisition Entities’ assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse ChangeEffect; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party shall promptly notify the other party of: (a) any notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the creation loss of any rights or privileges of the Company (or Purchaser, post-Closing) to any such Person or create any Lien on any Company Share Ordinary Shares or share capital or capital stock of the Purchaser Parties or any of the Company GroupCompany’s or the Purchaser Parties’ Purchaser’s assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such party’s knowledge, or threatened against, relating to or involving or otherwise affecting either party or any of their shareholders or their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse Change; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party hereto shall promptly notify the other party parties of:: ------------------------- (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assetsAgreement; (b) any notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement; (c) any Actions actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, the best of its knowledge threatened against, relating to or involving or otherwise affecting any of Parent, Sub or the Company, as the case may be, or any of their respective subsidiaries which relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;Agreement; and (d) such party's obtaining knowledge of the occurrence occurrence, or failure to occur, of any fact event which occurrence or circumstance which constitutes or results, or might reasonably failure to occur will be expected likely to constitute or result, in a Material Adverse Change; and cause (eA) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party or warranty contained in this Agreement to be false or misleading untrue and inaccurate in any material respect respect, or (B) any material failure of any party to omit comply with or fail satisfy any covenant, condition or agreement to state a material factbe complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties or obligations of the parties or the conditions to the obligations of the parties hereunder.

Notices of Certain Events. Each party of the Parties hereto shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser Parties Group Companies or any of the Company Group’s or the Purchaser PartiesGroup Companies’ assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsTransaction Documents; (c) any Actions commenced or, to such any party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional AgreementsTransaction Documents; (d) with respect to the Group Companies, the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, result in a Company Material Adverse ChangeEffect; (e) with respect to the SPAC, the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result in a SPAC Material Adverse Effect; and (ef) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation or warranty made hereunder by such any party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each From the date hereof to the Closing Date, each party shall promptly notify the other party party, of: (ai) the receipt by the Company or the Investor of any notice or other communication from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assetsAgreement; (bii) the receipt by the Company or the Investor of any notice or other communication from any Authority governmental entity (other than the ATSB) in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement; (ciii) the Company or the Investor obtaining knowledge of any Actions actions, suits, claims investigations or proceedings commenced or, to such party’s knowledge, or threatened against, relating to or involving or otherwise affecting the Company or the Investor, as the case may be, or any of their respective subsidiaries which relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse ChangeAgreement; and (eiv) the occurrence Company or the Investor obtaining knowledge of the occurrence, or failure to occur, of any fact event which occurrence or circumstance which results, or might reasonably failure to occur will be expected likely to result, in cause (i) any representation made hereunder by such party or warranty contained in this Agreement to be false untrue or misleading inaccurate in any material respect respect, or (ii) any material failure of any party to omit comply with or fail satisfy any covenant, condition or agreement to state a material factbe complied with or satisfied by it under this Agreement.

Notices of Certain Events. Each party shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement Transactions or that the transactions contemplated by this Agreement Transactions might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser or the Parent Parties or any of the Company Group’s, the Purchaser’s or the Purchaser Parent Parties’ assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse ChangeEffect or a material adverse effect on the Parent Parties; and (e) the occurrence any material inaccuracy of any fact representation or circumstance which resultswarranty of such party contained in this Agreement at any time during the term hereof, or might any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to result, cause any of the conditions set forth in any representation made hereunder by such party Article IX not to be false or misleading in any material respect or to omit or fail to state a material factsatisfied.

Notices of Certain Events. Each party shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement Transactions or that the transactions contemplated by this Agreement Transactions might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such party’s actual knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse ChangeEffect with respect to any member of the Company Group or a material adverse change with respect to any Purchaser Party; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party Party shall promptly notify the each other party Party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Hotel101 Global Share, Hotel of Asia Share or share capital or capital stock of the Purchaser Parties SPAC or the Acquisition Entities or any of the Company Group’s, the SPAC’s or the Purchaser PartiesAcquisition Entities’ assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsTransactions; (c) any Actions commenced or, to such partyParty’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional AgreementsTransactions; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse ChangeEffect; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party Party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party shall promptly notify the other party parties of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Ordinary Share or share capital or capital stock of the Purchaser Parent Parties or any of the Company GroupCompany’s or the Purchaser Parent Parties’ assets; (b) any notice or other communication from any Governmental Authority or any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse Change; and (e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such party to be false or misleading in any material respect or to omit or fail to state a material fact.

Notices of Certain Events. Each party shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement Transactions or that the transactions contemplated by this Agreement Transactions might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Purchaser Parties or any of the Company Group’s or the Purchaser Parties’ assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse ChangeEffect or a material adverse effect on the Purchaser Parties; and (e) the occurrence any material inaccuracy of any fact representation or circumstance which resultswarranty of such party contained in this Agreement at any time during the term hereof, or might any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to result, cause any of the conditions set forth in any representation made hereunder by such party Article X not to be false or misleading in any material respect or to omit or fail to state a material factsatisfied.