Common use of Notices of Certain Events Clause in Contracts

Notices of Certain Events. Each of Parent and the Company shall promptly notify the other of: (a) any notice or other communication received by that party from (i) any Person alleging that the consent of that Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any notice or other communication received by that party from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement or by the CVR Agreement; (c) any actions, suits, claims, investigations or proceedings commenced or, to 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 any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement. (d) the occurrence or non-occurrence of any event or the discovery of any fact that would be reasonably expected to cause any representation or warranty of that party that is contained in this Agreement to be untrue or inaccurate such that the condition set forth in clause (c) of Exhibit A hereto would at any time be unsatisfied on and as of any date after the date of this Agreement; and (e) any failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or the CVR Agreement.

Notices of Certain Events. Each of Parent and the Company and Parent shall promptly notify and provide copies to the other of: (a) any material written notice or other communication received by that party from (i) any Person alleging that the approval or consent of that such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any written notice or other communication received by that party from any governmental Governmental Authority or regulatory agency or authority securities exchange in connection with the Merger or the other transactions contemplated by this Agreement or by the CVR Agreement; (c) any actionsProceeding or investigation, suits, claims, investigations or proceedings commenced or, to 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 or Parent or any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16its Subsidiaries, as the case may be, that would be reasonably likely to (i) prevent or that relate to materially delay the consummation of the Merger or the other transactions contemplated by this Agreement.hereby or (ii) result in the failure of any condition to the Merger set forth in Article X to be satisfied; and (d) the occurrence or non-occurrence of any event which would or the discovery of any fact that would be reasonably expected likely to cause (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any representation or warranty of that party that is contained in this Agreement condition to be untrue or inaccurate such that the condition Merger set forth in clause (c) of Exhibit A hereto would at any time Article X to be unsatisfied on and as satisfied; provided, that the delivery of any date after the date of notice pursuant to this Agreement; and Section 8.5 shall not (eA) affect or be deemed to modify any failure of such party to comply with or satisfy in any material respect any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or agreement to be complied with or satisfied by it under this Agreement (B) update any section of the Company Disclosure Letter or the CVR AgreementParent Disclosure Letter.

Notices of Certain Events. Each of Parent and the Company and Parent shall promptly notify and provide copies to the other of: of (a) any material written notice or other communication received by that party from (i) any Person alleging that the approval or consent of that such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable lawAgreement, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any written notice or other communication received by that party from any governmental Governmental Authority or regulatory agency or authority securities exchange in connection with the Merger or the other transactions contemplated by this Agreement or by the CVR Agreement; , (c) any actionsProceeding or investigation, suits, claims, investigations or proceedings commenced or, to its knowledgeKnowledge, 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 or Parent or any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16its Subsidiaries, as the case may be, that would be reasonably likely to (i) prevent or that relate to materially delay the consummation of the Merger or the other transactions contemplated by this Agreement. hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied, or (d) the occurrence or non-occurrence of any event which would or the discovery of any fact that would be reasonably expected likely to cause (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any representation or warranty of that party that is contained in this Agreement condition to be untrue or inaccurate such that the condition Merger set forth in clause (c) of Exhibit A hereto would at any time Article VIII to be unsatisfied on and as satisfied; provided that the delivery of any date after the date of notice pursuant to this Agreement; and Section 7.6 shall not (ex) affect or be deemed to modify any failure of such party to comply with or satisfy in any material respect any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or agreement to be complied with or satisfied by it under this Agreement (y) update any section of the Company Disclosure Letter or the CVR AgreementParent Disclosure Letter.

Notices of Certain Events. Each of Parent and the Company and Parent shall promptly notify the other of: (a) any notice or other communication received by that party from (i) any Person alleging that the consent of that such Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the LitigationTransactions; (b) any notice or other communication received by that party from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement or by the CVR Agreement; (c) any actionsActions, suits, claims, audits, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent or 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 of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16, as the case may be, this Agreement or that relate to the consummation of the transactions contemplated by this Agreement.Transactions; (dc) the occurrence or non-occurrence any inaccuracy of any event or the discovery of any fact that would be reasonably expected to cause any representation or warranty of that party that is contained in this Agreement at any time during the term hereof that could reasonably be expected to be untrue or inaccurate such that cause the condition set forth in clause Section (cii)(b) of Exhibit A hereto would at any time the Offer Conditions not to be unsatisfied on and as of any date after the date of this Agreementsatisfied; and (ed) any failure of such that party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under hereunder that could reasonably be expected to cause the condition set forth in Section (ii)(d) of the Offer Conditions not to be satisfied; provided, however, that the delivery of any notice pursuant to this Agreement Section 7.19 shall not affect or be deemed to modify any representation or warranty made by any party hereunder or limit or otherwise affect the conditions hereof or the CVR Agreementremedies available hereunder to the party receiving such notice.

Notices of Certain Events. Each of Parent and the Company and Parent shall promptly notify and provide copies to the other of: of (a) any material written notice or other communication received by that party from (i) any Person alleging that the approval or consent of that such Person is or may be required in connection with the Separation, the Distribution, the Merger or the other transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable lawAgreement, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any written notice or other communication received by that party from any governmental Governmental Authority or regulatory agency or authority securities exchange in connection with the Merger or the other transactions contemplated by this Agreement or by the CVR Agreement; , (c) any actionsProceeding or investigation, suits, claims, investigations or proceedings commenced or, to its knowledgeKnowledge, 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 or Parent or any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16its Subsidiaries, as the case may be, that would be reasonably likely to (i) prevent or that relate to materially delay the consummation of the Merger or the other transactions contemplated by this Agreement. hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied, or (d) the occurrence or non-occurrence of any event which would or the discovery of any fact that would be reasonably expected likely to cause (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby, (ii) result in the failure of any representation or warranty of that party that is contained in this Agreement condition to be untrue or inaccurate such that the condition Merger set forth in clause Article VIII to be satisfied or (ciii) of Exhibit A hereto would at any time be unsatisfied on and as result in an inaccuracy of any date after of its own representations or warranties in a manner that would cause the date conditions set forth in Section 8.2(a) or Section 8.3(a), as applicable, not to be satisfied at the Closing; provided that the delivery of any notice pursuant to this Agreement; and Section 7.5 shall not (ex) affect or be deemed to modify any failure of such party to comply with or satisfy in any material respect any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or agreement to be complied with or satisfied by it under this Agreement (y) update any section of the Company Disclosure Letter or the CVR AgreementParent Disclosure Letter.

Notices of Certain Events. Each (a) From the date hereof until the earlier of Parent the Effective Time and the termination of this Agreement in accordance with the terms of Article VIII, each of the Company and Parent shall promptly notify the other of: (a) party of any notice Action or other communication received by that party from (i) any Person alleging that the consent of that Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable lawOrder that, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any notice Knowledge of such party, is commenced or other communication received by that threatened against such party from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement or by the CVR Agreement; (c) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries Affiliates that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 Section 4.07 (in the event that the Company is the notifying party) or 4.16, as Section 5.04 (in the case may be, or event that relate to Parent is the consummation of the transactions contemplated by this Agreementnotifying party). (db) the The Company shall give prompt notice to Parent of any change, circumstance, condition, development, effect, event, occurrence or non-occurrence state of facts that, to the Knowledge of the Company, has had or would reasonably be expected to have a Company Material Adverse Effect, or would reasonably be expected to make the satisfaction of any event of the conditions in Section 7.02 impossible or the discovery of any fact that would be reasonably expected to cause any representation or warranty of that party that is contained in this Agreement to be untrue or inaccurate such that the condition set forth in clause (c) of Exhibit A hereto would at any time be unsatisfied on and as of any date after the date of this Agreementunlikely; and (ec) Parent shall give prompt notice to the Company of any failure change, circumstance, condition, development, effect, event, occurrence or state of facts that, to the Knowledge of Parent, has had or would reasonably be expected to have a Parent Material Adverse Effect, or would reasonably be expected to make the satisfaction of any of the conditions in Section 7.03(a) and Section 7.03(b) impossible or unlikely; provided, however, that no such party to comply with notification required by clause (a), (b) or satisfy in any material respect any covenant, condition or agreement (c) above (and no other notification required to be complied with given under any other Section of this Agreement) shall affect the representations, warranties, covenants or satisfied by it agreements of the parties or the conditions to the obligations of the parties under this Agreement or the CVR Agreement.

Notices of Certain Events. Each of Parent and the Company and Parent shall promptly notify the other of: (a) any notice or other communication received by that party from (i) any Person alleging that the consent of that such Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any notice or other communication received by that party from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by this Agreement or (other than such communications contemplated in Section 8.01, which shall be governed by the CVR Agreementsuch Section); (c) any actions, suits, claims, investigations or proceedings Actions commenced or, to its knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its 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 of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16, as the case may be, this Agreement or that relate to the consummation of the transactions contemplated by this Agreement.; (d) the occurrence or non-occurrence Knowledge of any inaccuracy of any representation or warranty made by that party contained in this Agreement, or any other fact, event or the discovery of any fact circumstance, that would reasonably be reasonably expected to cause any representation or warranty of that party that is contained in this Agreement condition to the Merger to not be untrue or inaccurate such that the condition set forth in clause (c) of Exhibit A hereto would at any time be unsatisfied on and as of any date after the date of this Agreementsatisfied; and (e) Knowledge of any failure of such that party to comply with or satisfy in any material respect any covenant, condition or agreement that would reasonably be expected to cause any condition to the Merger to not be complied with satisfied; provided that the delivery of any notice pursuant to this Section 8.07 shall not limit or satisfied by it otherwise affect the remedies available hereunder to the party receiving such notice. Notwithstanding anything to the contrary in this Agreement, a breach of the obligations of the Company or Parent under this Agreement or the CVR AgreementSection 8.07 will not be taken into account for purposes of determining whether any conditions set forth in Article 9 have been satisfied.

Notices of Certain Events. Each of Parent and the Company and Parent shall promptly notify and provide copies to the other of: of (a) any written notice or other communication received by that party from (i) any Person alleging that the approval or consent of that such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable lawAgreement, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any notice or other communication received by that party from any governmental Governmental Authority or regulatory agency or authority securities exchange in connection with the Merger or the other transactions contemplated by this Agreement or by the CVR Agreement; , (c) any actionsProceeding or investigation, suits, claims, investigations or proceedings commenced or, to its knowledgethe extent it becomes aware, 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 any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16Parent or Merger Sub, as the case may be, that could be reasonably likely to (i) prevent or that relate to materially delay the consummation of the Merger or the other transactions contemplated by this Agreement. hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied, or (d) the occurrence or non-occurrence of any event which would or the discovery of any fact that would be reasonably expected likely to cause (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any representation or warranty of that party that is contained in this Agreement condition to be untrue or inaccurate such that the condition Merger set forth in clause (c) of Exhibit A hereto would at any time Article VIII to be unsatisfied on and as satisfied; provided that the delivery of any date after the date of notice (or failure to deliver any notice) pursuant to this Agreement; and Section 7.5 shall not (ex) affect or be deemed to modify any failure of such party to comply with or satisfy in any material respect any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or agreement to be complied with or satisfied by it under this Agreement (y) update any section of the Company Disclosure Letter or the CVR AgreementParent Disclosure Letter. Compliance with this Section 7.5 shall be disregarded for purposes of Section 8.2(b) and Section 8.3(b).

Notices of Certain Events. Each (a) From the date hereof until the earlier of Parent the Effective Time and the termination of this Agreement in accordance with the terms of Article VIII, each of the Company and Parent shall promptly notify the other party of: (ai) any written notice or other written communication received by that the notifying party or any of its Affiliates or Representatives from (i) any Person alleging that the consent of that such Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or Transactions; and (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation Actions (as defined in the CVR AgreementA) relating to the Litigation; commenced or (bB) any notice or other communication received by that party from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement or by the CVR Agreement; (c) any actions, suits, claims, investigations or proceedings commenced or, to its knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting the Company against 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 any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 Section 4.07 (in the event that the Company is the notifying party) or 4.16, as Section 5.08 (in the case may be, or event that relate to Parent is the consummation of the transactions contemplated by this Agreementnotifying party). (db) the occurrence or non-occurrence The Company shall give prompt written notice to Parent of any change, circumstance, condition, development, effect, event or occurrence that has had or would reasonably be expected to have a Company Material Adverse Effect, or would reasonably be expected to make the discovery satisfaction of any fact that would be reasonably expected to cause any representation of the conditions in Section 7.02 impossible or warranty of that party that is contained in this Agreement to be untrue or inaccurate such that the condition set forth in clause (c) of Exhibit A hereto would at any time be unsatisfied on and as of any date after the date of this Agreementunlikely; and (ec) Parent shall give prompt written notice to the Company of any failure change, circumstance, condition, development, effect, event or occurrence that has had or would reasonably be expected to have a Parent Material Adverse Effect, or would reasonably be expected to make the satisfaction of any of the conditions in Section 7.03(a) or Section 7.03(b) impossible or unlikely; provided, however, that no such party to comply with notification required by clause (a), (b) or satisfy in any material respect any covenant, condition or agreement (c) above (and no other notification required to be complied with given under any other Section of this Agreement) shall affect the representations, warranties, covenants or satisfied by it agreements of the parties or the conditions to the obligations of the parties under this Agreement or the CVR Agreement.

Notices of Certain Events. Each of Parent Prior to the Closing Date, Seller, on the one hand, and Purchaser, on the Company other hand, as applicable, shall promptly notify the other of: (a) any notice or other communication received by that party from (i) any Person alleging that the consent of that such Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the LitigationAcquisition; (b) any notice or other oral or written communication received by that party from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by this Agreement Acquisition or by the CVR Agreementrelating to Seller; (c) any actionsevent, suits, claims, investigations condition or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries that, if pending on circumstance occurring from the date hereof through the Closing Date that would constitute a violation or breach of this Agreementany representation or warranty, whether made as of the date hereof or as of the Closing Date, or that would have been required to have been disclosed pursuant to constitute a violation or breach of any covenant of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 any Party; (d) any failure of Seller or 4.16Purchaser, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement. (d) the occurrence or non-occurrence of any event or the discovery of any fact that would be reasonably expected to cause any representation or warranty of that party that is contained in this Agreement to be untrue or inaccurate such that the condition set forth in clause (c) of Exhibit A hereto would at any time be unsatisfied on and as of any date after the date of this Agreement; and (e) any failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under hereunder; (e) any material developments adversely affecting the Business, the Business Employees, Purchased Assets, Proprietary Rights owned by Seller and to be licensed to Purchaser pursuant to the License Agreement and Assumed Liabilities; and (f) any change that would reasonably be expected to have a Material Adverse Effect, or would materially delay or impede the ability of Seller or Purchaser to perform its obligations pursuant to this Agreement or and to consummate the CVR AgreementAcquisition.

Notices of Certain Events. Each of Parent and the Company and Parent shall promptly notify the other of: (a) any written notice or other written communication received by that party from (i) any Person alleging that the consent of that such Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any written notice or other written communication received by that party from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by this Agreement or by the CVR Agreement; (c) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting in writing 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 or Parent and any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16its Subsidiaries, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement.; and (di) the occurrence or non-occurrence of any event the occurrence or the discovery non-occurrence of any fact that which would be reasonably expected to cause ((A) any representation or warranty of that party that is contained in this Agreement made by it (and in the case of Parent, made by Merger Subsidiary) to be untrue or inaccurate such in a manner that would cause the condition conditions set forth in clause Section 9.02(a) or Section 9.03(a), as applicable, not to be satisfied or (cB) of Exhibit A hereto would at any time be unsatisfied on and as of any date after the date of this Agreement; and (e) any failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied by it under this Agreement (and in the case of Parent, by Merger Subsidiary) in a manner that would cause the conditions set forth in Section 9.02(b) or Section 9.03(b), as applicable, not to be satisfied and (ii) in the CVR Agreementcase of the Company, any change or development that has, or would reasonably be expected to have, a Company Material Adverse Effect or, in the case of Parent and Merger Subsidiary, any change or development that has, or would reasonably be expected to have, a Parent Material Adverse Effect.

Notices of Certain Events. Each of Parent and the Company and Parent shall promptly notify and provide copies to the other of: of (a) any material written notice or other communication received by that party from (i) any Person alleging that the approval or consent of that such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable lawAgreement, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any written notice or other communication received by that party from any governmental Governmental Authority or regulatory agency or authority securities exchange in connection with the Merger or the other transactions contemplated by this Agreement or by the CVR Agreement; , (c) any actionsProceeding or investigation, suits, claims, investigations or proceedings commenced or, to its knowledgeKnowledge, 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 or Parent or any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16its Subsidiaries, as the case may be, that would be reasonably likely to (i) prevent or that relate to materially delay the consummation of the Merger or the other transactions contemplated by this Agreement. hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied, or (d) the occurrence or non-occurrence of any event which would or the discovery of any fact that would be reasonably expected likely to cause (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any representation or warranty of that party that is contained in this Agreement condition to be untrue or inaccurate such that the condition Merger set forth in clause (c) of Exhibit A hereto would at any time Article VIII to be unsatisfied on and as satisfied; provided that the delivery of any date after the date of notice pursuant to this Agreement; and Section 7.5 shall not (ex) affect or be deemed to modify any failure of such party to comply with or satisfy in any material respect any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or agreement to be complied with or satisfied by it under this Agreement (y) update any section of the Company Disclosure Letter or the CVR AgreementParent Disclosure Letter.

Notices of Certain Events. Each of Parent and the Company and Parent shall promptly notify and provide copies to the other of: (a) any written notice or other communication received by that party from (i) any Person Governmental Authority alleging that the consent or approval of that Person such Governmental Authority is or may be required in connection with to consummate the transactions contemplated by this Agreement or written notice from any other Person alleging that the consent of such Person is required to consummate the transactions contemplated by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR this Agreement) relating to the Litigation; (b) any notice or other communication received by that party from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by this Agreement or by the CVR Agreement; (c) any actions, suits, claims, investigations or proceedings Actions commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent or 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 of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 such party’s representations or 4.16warranties, as the case may be, or that are material and relate to the consummation of the transactions contemplated by this Agreement.; and (d) the any occurrence or non-occurrence of any event or the discovery of any fact that would be is reasonably expected likely to cause an inaccuracy of any representation or warranty of that party that is contained in this Agreement at any time during the term hereof that could reasonably be expected to be untrue or inaccurate such that the cause any condition set forth in clause (c) of Exhibit A hereto would at any time Article 9 not to be unsatisfied on and as satisfied; provided that the delivery of any date after notice pursuant to this Section 8.05 shall not affect or be deemed to modify any representation or warranty made by any party hereunder or limit or otherwise affect the date of this Agreement; and (e) any failure of remedies available hereunder to the party receiving such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or the CVR Agreementnotice.

Notices of Certain Events. Each of Parent and the Company and Parent shall promptly notify the other of: (a) any notice or other communication received by that party from (i) any Person alleging that the consent of that such Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any notice or other communication received by that party from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by this Agreement or by the CVR Agreement; (c) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its 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 of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16, as the case may be, this Agreement or that relate to the consummation of the transactions contemplated by this Agreement.; (d) the occurrence or non-occurrence any inaccuracy of any event representation or warranty contained in this Agreement at any time during the discovery of any fact term hereof that would reasonably be reasonably expected to cause any representation or warranty of that party that is contained in this Agreement to be untrue or inaccurate such that the condition set forth in clause (c) of Exhibit A hereto would at any time Section 9.02 or Section 9.03, as applicable, not to be unsatisfied on and as of any date after the date of this Agreementsatisfied; and (e) any failure of such that party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under hereunder that would reasonably be expected to cause any condition set forth in Section 9.02 or Section 9.03, as applicable, not to be satisfied; provided that the delivery of any notice pursuant to this Agreement Section 8.06 shall not limit or otherwise affect the CVR Agreementremedies available hereunder to the party receiving such notice.

Notices of Certain Events. Each of Parent and the Company and Parent shall promptly notify the other in writing of: (a) any notice or other communication received by that party from (i) any Person alleging that the consent of that such Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any notice or other communication received by that party from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by this Agreement or by the CVR Agreement; (c) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its 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 of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16, as the case may be, this Agreement or that relate to the consummation of the transactions contemplated by this Agreement.; and (d) the occurrence occurrence, or non-occurrence occurrence, of any event event, condition, fact or circumstance (including the discovery breach of any fact representation, warranty, covenant or obligation set forth in this Agreement) that would could reasonably be reasonably expected to cause any representation or warranty of that party that is contained in this Agreement to be untrue or inaccurate such that the condition set forth in clause (c) of Exhibit A hereto would at any time Section 9.01, Section 9.02 or Section 9.03 not to be unsatisfied on and as satisfied; together, in each case, with a copy of any date after applicable notice, communication, action or other relevant material; provided, however, that the date delivery of any notice pursuant to this Agreement; and Section 8.06 shall not (ex) cure any failure breach of, or non-compliance with, any other provision of such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or (y) limit or otherwise affect the CVR Agreementremedies available to the party receiving such notice.

Notices of Certain Events. Each of Parent and the Company and Parent shall promptly notify and provide copies to the other of: of (a) any material written notice or other communication received by that party from (i) any Person alleging that the consent Consent of that such Person is or may be required in connection with the Mergers or the other transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; ; (b) any written notice or other written communication received by that party from any governmental or regulatory agency or authority Governmental Authority in connection with the Mergers or the other transactions contemplated by this Agreement or by the CVR Agreement; ; (c) the initiation or commencement of any actions, suits, claims, investigations actions or proceedings or, to the knowledge of such party, as the case may be, investigation, commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent or 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 of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 such party’s representations or 4.16warranties, as the case may be, or that relate to the consummation of the Mergers or the other transactions contemplated by this Agreement. Agreement (and the parties shall keep each other reasonably informed on a current basis with respect to the status thereof); and (d) the occurrence or non-occurrence of any event which would or the discovery of any fact that would be reasonably expected to cause (i) prevent or materially delay the consummation of the Mergers or the other transactions contemplated hereby or (ii) result in the failure of any representation or warranty of that party that is contained in this Agreement condition to be untrue or inaccurate such that the condition Mergers set forth in clause (c) of Exhibit A hereto would at any time Article VII to be unsatisfied on and as satisfied; provided, however, that the delivery of any date after the date of notice pursuant to this Agreement; and Section 6.21 shall not (eA) affect or be deemed to modify any failure of such party to comply with or satisfy in any material respect any representation, warranty, covenant, right, remedy, or condition to any obligation of any party hereunder or agreement to be complied with or satisfied by it under this Agreement (B) update any section of the Schedules or the CVR AgreementParent Schedules.

Notices of Certain Events. Each of Parent and the Company and Parent shall promptly notify and provide copies to the other of: of (a) any material written notice or other communication received by that party from (i) any Person alleging that the approval or consent of that such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable lawAgreement, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any written notice or other communication received by that party from any governmental Governmental Authority or regulatory agency or authority securities exchange in connection with the Separation, the Distribution or the Merger or the other transactions contemplated by this Agreement or by the CVR Agreement; , (c) any actionsProceeding or investigation, suits, claims, investigations or proceedings commenced or, to its knowledgeKnowledge, 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 or Parent or any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16its Subsidiaries, as the case may be, that would be reasonably likely to (i) prevent or that relate to materially delay the consummation of the Merger or the other transactions contemplated by this Agreement. hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied, or (d) the occurrence or non-occurrence of any event effect, event, change, occurrence or the discovery of any fact that circumstance which would or would be reasonably expected likely to cause (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby, (ii) result in the failure of any representation or warranty of that party that is contained in this Agreement condition to be untrue or inaccurate such that the condition Merger set forth in clause Article VIII to be satisfied, or (ciii) of Exhibit A hereto would at any time be unsatisfied on and as result in an inaccuracy of any date after of its own representations or warranties in a manner that would cause the date of this Agreement; and (econditions set forth in Section 8.2(a) any failure of such party to comply with or satisfy in any material respect any covenantSection 8.3(a), condition or agreement as applicable, not to be complied with or satisfied by it under this Agreement or at the CVR AgreementClosing.

Notices of Certain Events. Each of Parent and the Company shall promptly notify the other of: (a) any notice or other communication received by that party from (i) any Person alleging that the consent of that Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any notice or other communication received by that party from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement or by the CVR Agreement; (c) any actions, suits, claims, investigations or proceedings commenced or, to 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 any Section of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16, as the case may be, Company Disclosure Schedule or that relate to the consummation of the transactions contemplated by this Agreement. (d) the occurrence occurrence, or non-occurrence of any event or the discovery of any fact that would be reasonably expected to cause any representation or warranty of that party that is contained in this Agreement to be untrue or inaccurate such that the condition set forth in clause (cSection 5.01(b)(i) of Exhibit A hereto would at any time be unsatisfied on and as of any date after the date of this Agreement; and (e) any failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or the CVR Agreement.

Notices of Certain Events. Each of Parent and the Company and Parent shall promptly notify and provide copies to the other of: of (a) any material written notice or other communication received by that party from (i) any Person alleging that the approval or consent of that such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable lawAgreement, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any written notice or other material communication received by that party from any governmental Governmental Authority or regulatory agency or authority securities exchange in connection with the Merger or the other transactions contemplated by this Agreement or by the CVR Agreement; , (c) any actionsProceeding or investigation, suits, claims, investigations or proceedings commenced or, to its knowledgeKnowledge, 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 or Parent or any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16its Subsidiaries, as the case may be, that would be reasonably likely to (i) prevent or that relate to materially delay the consummation of the Merger or the other transactions contemplated by this Agreement. hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied, or (d) the occurrence or non-occurrence of any event which would or the discovery of any fact that would be reasonably expected likely to cause (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any representation or warranty of that party that is contained in this Agreement condition to be untrue or inaccurate such that the condition Merger set forth in clause (c) of Exhibit A hereto would at any time Article VIII to be unsatisfied on and as satisfied; provided that the delivery of any date after the date of notice pursuant to this Agreement; and Section 7.8 shall not (ex) affect or be deemed to modify any failure of such party to comply with or satisfy in any material respect any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or agreement to be complied with or satisfied by it under this Agreement (y) update any section of the Company Disclosure Letter or the CVR AgreementParent Disclosure Letter.

Notices of Certain Events. Each of Parent and the Company shall shall, to the extent permitted by applicable Requirements of Law, promptly notify the other of: (a) any notice or other communication received by that party from (i) any Person alleging that the consent of that such Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any notice or other communication received by that party from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by this Agreement or by the CVR Agreement; (c) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, or threatened against, relating to or involving or otherwise affecting the Company or Parent and any of its Subsidiaries Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 Article 3 or 4.16, Article 5 of this Agreement (as the case may be, ) or that relate to the consummation of the transactions contemplated by this Agreement.; (d) the occurrence or non-occurrence any material inaccuracy of any event or the discovery of any fact that would be reasonably expected to cause any representation or warranty of that party that is contained in this Agreement at any time during the term of this Agreement that could reasonably be expected to be untrue or inaccurate such that cause the condition conditions to closing set forth in clause (c) of Exhibit A hereto would at Article 7 and Article 8 hereof not to be satisfied in any time be unsatisfied on and as of any date after the date of this Agreementmaterial respect; and (e) any failure of such party a Party to materially comply with or materially satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under such Party hereunder; provided, however, that the delivery of any notice pursuant to this Agreement Section shall not limit or otherwise affect the CVR Agreementremedies available hereunder to the Party receiving that notice.

Notices of Certain Events. Each of Parent and the Company and Parent shall promptly notify the other of: (a) any notice or other communication received by that party from (i) any Person alleging that the consent of that Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any notice or other communication received by that party from any governmental or regulatory agency or authority Governmental Entity in connection with the transactions contemplated by this Agreement or by the CVR Agreement; (c) any actions, suits, claims, investigations or proceedings commenced or, to 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 or Parent and any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16its Subsidiaries, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement.; (d) the occurrence or non-occurrence any inaccuracy of any event or the discovery of any fact that would be reasonably expected to cause any representation or warranty of that party that is contained in this Agreement at any time during the term of this Agreement that would reasonably be expected to be untrue or inaccurate such that cause the condition set forth in clause (cSection 9.02(a)(ii) of Exhibit A hereto would at any time or Section 9.03(a)(ii), as applicable, not to be unsatisfied on and as of any date after the date of this Agreementsatisfied; and (e) any failure of such that party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement Agreement, which failure or to comply or satisfy such covenant, condition or agreement would reasonably be expected to cause the CVR Agreementcondition set forth in Section 9.02(a)(i) or Section 9.03(a)(i), as applicable, not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 8.06 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. Each of Parent and the Company and Parent shall use reasonable best efforts to promptly notify the other of: (a) any notice or other communication received by that party from (i) any Person Third Party alleging that the consent of that Person such Third Party is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any notice or other communication received by that party from any governmental or regulatory agency or authority Governmental Body (A) in connection with the transactions Contemplated Transactions (other than such communications contemplated in Section 7.05, which shall be governed by this Agreement such section) or by (B) in connection with any material violation or alleged material violation of applicable Law or any material Permit of the CVR AgreementCompany or its Subsidiaries; (c) any actions, suits, claims, investigations or proceedings Actions commenced or, to its knowledgeKnowledge, threatened in writing against, relating to or involving or otherwise affecting the Company or any of its 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 of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16, as the case may be, this Agreement or that relate to challenge the consummation of the transactions contemplated by this Agreement.Contemplated Transactions; and (d) any exercise by the occurrence Company or non-occurrence any of its Subsidiaries of any event right of first offer, right of first refusal or other option to purchase or sell any interest in real property; provided that the discovery delivery of any fact notice pursuant to this Section 7.25 shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice; provided, further, that would that (i) the Company’s failure of compliance with this Section 7.25 shall not be reasonably expected to cause any representation or warranty taken into account for purposes of that party that is contained in this Agreement to be untrue or inaccurate such that determining the satisfaction of the condition set forth referred to in clause Section 8.02(b) and (cii) of Exhibit A hereto would at any time be unsatisfied on and as of any date after the date of this Agreement; and (e) any Parent’s failure of such party compliance with this Section 7.25 shall not be taken into account for purposes of determining the satisfaction of the condition referred to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or the CVR AgreementSection 8.03(b).

Notices of Certain Events. Each Subject to Applicable Law, each of Parent and the Company and Parent shall promptly notify the other of: (a) any notice or other communication received by that party from (i) any Person alleging that the consent of that such Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any (i) inaccuracy of any representation or warranty of such party contained in this Agreement at any time during the term hereof or (ii) failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case that would reasonably be expected to cause any of the conditions set forth in Article 9 not to be satisfied; and (c) any written notice or other written communication received by that party the Company or Parent or any of their respective Affiliates from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by this Agreement or by the CVR Agreement;; and (cd) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or Parent and any of its Subsidiaries Subsidiaries, as the case may be, (i) that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 this Agreement or 4.16, as the case may be, or (ii) that relate to this Agreement or the consummation of the transactions contemplated by this Agreement. (d) hereby. provided that the occurrence or non-occurrence delivery of any event notice pursuant to this Section 8.05 shall not limit or otherwise affect the discovery of any fact that would be reasonably expected remedies available hereunder to cause any representation or warranty of that the party that is contained in this Agreement to be untrue or inaccurate receiving such that the condition set forth in clause (c) of Exhibit A hereto would at any time be unsatisfied on and as of any date after the date of this Agreement; and (e) any failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or the CVR Agreementnotice.

Notices of Certain Events. Each The Seller shall notify Buyer in writing, and Buyer shall notify Seller in writing, promptly after such party gains Knowledge of Parent and any of the Company shall promptly notify the other offollowing: (a) any fact or condition that causes or constitutes a misrepresentation or a breach of any of the respective party’s representations and warranties made as of the date of this Agreement; (b) any changes or events that, 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; (c) any notice or other communication received by that party from (i) any Person alleging that the consent of that such Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (bd) any notice or other communication received by that party from any governmental court, arbitrator or regulatory agency or authority other Governmental Entity in connection with the transactions contemplated by this Agreement or by the CVR Agreement; (ce) any actions, suits, claims, investigations or proceedings commenced or, to its knowledgethe best of 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 any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16, as the case may beSection 5.16, or that relate to the consummation of the transactions contemplated by this Agreement.; (df) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting Seller in any material respect; (g) any breach of or failure to perform any covenant of the occurrence or non-occurrence of any event or the discovery of any fact that would be reasonably expected to cause any representation or warranty of that respective party that is contained in this Agreement to be untrue or inaccurate such that the condition set forth in clause (c) of Exhibit A hereto would at any time be unsatisfied on and as of any date after the date of under this Agreement; and (eh) any failure fact or condition that may make the satisfaction of such party to comply with the conditions in Article IX impossible or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or the CVR Agreementunlikely.

Notices of Certain Events. Each of Parent IDC and the Company DWS (and DWS Delaware, as applicable) shall promptly notify the other of: (a) any notice or other communication received by that party from (i) any Person alleging that the consent of that such Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the LitigationTransactions; (b) any notice or other communication received by that party from any governmental or regulatory agency or authority Governmental Body in connection with the transactions contemplated by this Agreement or by the CVR AgreementTransactions; (c) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be reasonably expected to cause any representation or warranty made by it and contained herein to be untrue or inaccurate in any material respect at any time during the period commencing on the date hereof and ending at the Effective Time; provided, however, that the delivery of any notice pursuant to this Section 6.12 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice; (d) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.12 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice; (e) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries thatagainst such party which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any of Sections 4.08, 4.10, Section 4.12, 4.13, 4.14, 4.15 or 4.16, as in the case may beof DWS, or that Section 5.9, in the case of IDC, or which relate to the consummation of the transactions contemplated by this Agreement. (d) the occurrence or non-occurrence of any event or the discovery of any fact that would be reasonably expected to cause any representation or warranty of that party that is contained in this Agreement to be untrue or inaccurate such that the condition set forth in clause (c) of Exhibit A hereto would at any time be unsatisfied on and as of any date after the date of this AgreementTransactions; and (ef) any failure of such party to comply with or satisfy in any material respect any covenantevent, condition or agreement state of facts which could reasonably be expected to be complied with or satisfied by it under this Agreement or the CVR Agreementhave a Material Adverse Effect on such party.

Notices of Certain Events. Each of Parent and the Company and Parent shall promptly notify and provide copies to the other of: of (a) any written notice or other communication received by that party from (i) any Person alleging that the approval or consent of that such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable lawAgreement, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any notice or other communication received by that party from any governmental Governmental Authority or regulatory agency or authority securities exchange in connection with the Merger or the other transactions contemplated by this Agreement or by the CVR Agreement; , (c) any actionsProceeding or investigation, suits, claims, investigations or proceedings commenced or, to its knowledgethe extent it becomes aware, 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 any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16Parent or Merger Sub, as the case may be, that could be reasonably likely to (i) prevent or that relate to materially delay the consummation of the Merger or the other transactions contemplated by this Agreement. hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied, or (d) the occurrence or non-occurrence of any event which would or the discovery of any fact that would be reasonably expected likely to cause (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any representation or warranty of that party that is contained in this Agreement condition to be untrue or inaccurate such that the condition Merger set forth in clause (c) of Exhibit A hereto would at any time Article VIII to be unsatisfied on and as satisfied; provided that the delivery of any date after the date of notice (or failure to deliver any notice) pursuant to this Agreement; and Section 7.5 shall not (ex) affect or be deemed to modify any failure of such party to comply with or satisfy in any material respect any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or agreement to be complied with or satisfied by it under this Agreement (y) update any section of the Company Disclosure Letter or the CVR AgreementParent Disclosure Letter.

Notices of Certain Events. Each of Parent and the Company and Parent shall use reasonable best efforts to promptly notify the other of: (a) any notice or other communication received by that party from (i) any Person Third Party alleging that the consent of that Person such Third Party is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any notice or other communication received by that party from any governmental or regulatory agency or authority Governmental Body (A) in connection with the transactions Contemplated Transactions (other than such communications contemplated in Section 7.05, which shall be governed by this Agreement such section) or by (B) in connection with any material violation or alleged material violation of applicable Law or any material Permit of the CVR AgreementCompany or its Subsidiaries; (c) any actions, suits, claims, investigations or proceedings Actions commenced or, to its knowledgeKnowledge, threatened in writing against, relating to or involving or otherwise affecting the Company or any of its 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 of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16, as the case may be, this Agreement or that relate to challenge the consummation of the transactions contemplated by this Agreement.Contemplated Transactions; and (d) any exercise by the occurrence Company or non-occurrence any of its Subsidiaries of any event right of first offer, right of first refusal or other option to purchase or sell any interest in real property; provided that the discovery delivery of any fact notice pursuant to this ‎ Section 7.25 shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice; provided, further, that would that (i) the Company’s failure of compliance with this Section 7.25 shall not be reasonably expected to cause any representation or warranty taken into account for purposes of that party that is contained in this Agreement to be untrue or inaccurate such that determining the satisfaction of the condition set forth referred to in clause Section 8.02(b) and (cii) of Exhibit A hereto would at any time be unsatisfied on and as of any date after the date of this Agreement; and (e) any Parent’s failure of such party compliance with this Section 7.25 shall not be taken into account for purposes of determining the satisfaction of the condition referred to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or the CVR AgreementSection 8.03(b).

Notices of Certain Events. Each party shall, upon obtaining knowledge of Parent and any of the Company shall following, promptly notify the other party in writing of: : (ai) any Material Adverse Effect with respect to such party; (ii) any change which makes it likely that any representation, warranty or information set forth in this Agreement or its schedules regarding such party or any of its Subsidiaries is not or will not be true in any material respect at the Closing; (iii) the occurrence or non- occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any party to effect the transactions contemplated by this Agreement not to be satisfied; (iv) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the transactions contemplated by this Agreement not be satisfied; (v) any notice or other communication received by that party from (i) any Person alleging that the consent of that Person is or may be required Governmental Entity in connection with the transactions contemplated by this Agreement or by the CVR Agreement Merger; or (iivi) subject to applicable law, court order and applicable privilege considerations, any party with respect to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) Company or any notice or other communication received by that party from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement or by the CVR Agreement; (c) of its Subsidiaries, any actions, suits, claims, investigations or other proceedings (or communications indicating that the same may be contemplated) commenced or, to its knowledge, or threatened against, relating to or involving or otherwise affecting against the Company or any of its Subsidiaries thatwhich, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 Section 3.6 or 4.16, as the case may be, or that which relate to the consummation of the transactions contemplated by this Agreement. (d) Merger; provided, however, that the occurrence or non-occurrence delivery of any event or the discovery notice pursuant to this Section 5.9 shall not cure any breach of any fact that would be reasonably expected to cause any representation or warranty of that party that is contained in this Agreement or otherwise limit or affect the remedies available to be untrue or inaccurate such that the condition set forth in clause (c) of Exhibit A hereto would at any time be unsatisfied on and as of any date after the date of this Agreement; and (e) any failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or the CVR Agreementother party.

Notices of Certain Events. Each of Parent and the Company shall promptly notify the other of: (a) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any notice or other communication received by that party time from (i) any Person alleging that the consent date hereof until the earlier to occur of that Person is or may be required in connection with the transactions contemplated by termination of this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any notice or other communication received by that party from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement or by the CVR Agreement; (c) any actions, suits, claims, investigations or proceedings commenced or, pursuant to its knowledge, threatened against, relating to or involving or otherwise affecting terms and 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 any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement. (d) the occurrence or non-occurrence Effective Time of any event or the discovery state of any fact that facts which occurrence or failure would, or would be reasonably expected to likely to: (i) cause any representation of the representations or warranty warranties of that party that is such Party contained in this Agreement herein to be untrue or inaccurate such in any material respect on the date hereof or at the Effective Time (provided that the condition set forth in this clause (ci) of Exhibit A hereto would at any time be unsatisfied on and as shall not apply in the case of any date after event or state of facts resulting from the date actions or omissions of a Party which are required under this Agreement); andor (eii) any result in the failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it such Party hereunder prior to the Effective Time, (b) No Party may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom under Section 8.2(a)(iii)(B) or Section 8.2(a)(iv)(B) unless, prior to the Effective Date, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement or until the CVR Agreementexpiration of a period of five Business Days from such notice.

Notices of Certain Events. Each of Parent and the Company shall and Parent will promptly notify the other of: (a) any notice or other communication received by that party from (i) any Person alleging that the consent of that such Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any notice or other communication received by that party from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by this Agreement or by the CVR Agreement; (c) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent or 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 of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16, as the case may be, this Agreement or that relate to the consummation of the transactions contemplated by this Agreement.; (d) the occurrence or non-occurrence any inaccuracy of any event or the discovery of any fact that would be reasonably expected to cause any representation or warranty of that party that is contained in this Agreement at any time during the term hereof that could reasonably be expected to be untrue or inaccurate such that cause the condition conditions set forth in clause (cSection 9.02(b) of Exhibit A hereto would at any time or Section 9.03(b) not to be unsatisfied on and as of any date after the date of this Agreementsatisfied; and (e) any failure of such that party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under hereunder that could reasonably be expected to cause the conditions set forth in Section 9.02(a) or Section 9.03(a) not to be satisfied; provided, however, that the delivery of any notice pursuant to this Agreement Section 8.06 will not affect or be deemed to modify any representation or warranty made by any party hereunder or limit or otherwise affect the CVR Agreementremedies available hereunder to the party receiving such notice.

Notices of Certain Events. Each of Company and Parent and the Company shall promptly notify the other of: (a) any notice or other communication received by that party from (i) any Person alleging that the consent of that such Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any notice or other communication received by that party from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement or by the CVR Agreement;; and (c) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries Company Subsidiary or Parent or Parent Subsidiary that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16this Agreement, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement. (d) the occurrence, or failure to occur, of any event, which occurrence or non-occurrence of any event or the discovery of any fact that failure to occur would be reasonably expected likely to cause (i) any representation or warranty of that party that is contained in this Agreement to be untrue or inaccurate such that the condition set forth in clause (c) of Exhibit A hereto would at any time be unsatisfied on and as of any date after from the date of this Agreement; and Agreement to the Effective Time, or (eii) any material failure of such party Parent and Merger Subsidiary or Company, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement Agreement. Notwithstanding the above, the delivery of any notice pursuant to this section will not limit or otherwise affect the CVR Agreementremedies available hereunder to the party receiving such notice.

Notices of Certain Events. Each of Parent and the Company and Parent shall promptly notify the other party of: (a) the occurrence of any event whose occurrence would be likely to cause either (i) any representation or warranty contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any representation or warranty contained in this Agreement that is not so qualified becoming untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time, (ii) any condition set forth in ARTICLE VIII to not be satisfied or (iii) any changes or events having, or which are reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable. (b) any failure of such party to comply with in any material respect any covenant or agreement to be complied with by it hereunder; (c) any facts relating to such party which would make it necessary or advisable to amend the Joint Proxy Statement/Prospectus or the Form S-4 in order to make the statements therein not misleading or to comply with applicable law; PROVIDED, HOWEVER, that the delivery of any notice pursuant to this SECTION 7.14 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice; and (d) any notice or other communication received by that party from (i) any Person alleging that the a material consent of that such Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any notice or other communication received by that party from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement or by the CVR Agreement; (c) any actions, suits, claims, investigations or proceedings commenced or, to 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 any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement. (d) the occurrence or non-occurrence of any event or the discovery of any fact that would be reasonably expected to cause any representation or warranty of that party that is contained in this Agreement to be untrue or inaccurate such that the condition set forth in clause (c) of Exhibit A hereto would at any time be unsatisfied on and as of any date after the date of this Agreement; and (e) any failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or the CVR Agreement.

Notices of Certain Events. Each At all times during the period commencing with the execution and delivery of Parent this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9.1 or Section 9.2 hereof and the Effective Time, each of the Company and Parent shall promptly notify the other of: orally and in writing of (a) the occurrence, or non-occurrence, of any notice event that, individually or other communication received by that party from in the aggregate, would reasonably be expected to cause (i) the occurrence or existence of any Person alleging that of the consent of that Person is facts, events or may be required circumstances described in connection with the transactions contemplated by this Agreement or by conditions to the CVR Agreement Offer set forth in Annex A or (ii) subject to applicable law, court order and applicable privilege considerations, any party condition to the Litigation (as defined obligations of any Party to effect the Merger set forth in the CVR Agreement) relating Article VIII not to the Litigation; be satisfied, (b) any notice or other communication received by that party from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement or by the CVR Agreement; (c) any actions, suits, claims, investigations or proceedings Action commenced or, to its knowledgeany Party’s Knowledge, threatened against, relating to or involving or otherwise affecting the Company such Party or any of its Subsidiaries thatAffiliates or otherwise relating to, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to involving or affecting such Party or any of Sections 4.08its Affiliates, 4.10in each case in connection with, 4.12arising from or otherwise relating to the Offer, 4.13, 4.14, 4.15 the Merger or 4.16, as any other transaction contemplated hereby (the case may be“Transaction Litigation”), or that relate to the consummation of the transactions contemplated by this Agreement. (d) the occurrence or non-occurrence of any event or the discovery of any fact that would be reasonably expected to cause any representation or warranty of that party that is contained in this Agreement to be untrue or inaccurate such that the condition set forth in clause (c) of Exhibit A hereto would at any time be unsatisfied on and as the failure of any date after the date of this Agreement; and (e) any failure of such party Party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under pursuant to this Agreement which, individually or in the CVR Agreementaggregate, would reasonably be expected to result in any condition to the obligations of any Party to effect the Offer, the Merger or any other transaction contemplated hereby not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.8 shall not cure any breach of any representation or warranty or otherwise limit or affect the remedies available hereunder to any Party.

Notices of Certain Events. Each of Company and Parent and the Company shall promptly notify the other of: (a) any notice or other communication received by that party from (i) any Person alleging that the consent of that such Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation;; 47 (b) any notice or other communication received by that party from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement or by the CVR Agreement;; and (c) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries Company Subsidiary or Parent or Parent Subsidiary that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16this Agreement, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement. (d) the occurrence, or failure to occur, of any event, which occurrence or non-occurrence of any event or the discovery of any fact that failure to occur would be reasonably expected likely to cause (i) any representation or warranty of that party that is contained in this Agreement to be untrue or inaccurate such that the condition set forth in clause (c) of Exhibit A hereto would at any time be unsatisfied on and as of any date after from the date of this Agreement; and Agreement to the Effective Time, or (eii) any material failure of such party Parent and Merger Subsidiary or Company, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement Agreement. Notwithstanding the above, the delivery of any notice pursuant to this section will not limit or otherwise affect the CVR Agreementremedies available hereunder to the party receiving such notice.

Notices of Certain Events. Each of Parent and the Company and Parent shall promptly notify the other of: (a) any notice or other communication received by that party from (i) any Person alleging that the consent of that such Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation; (b) any notice or other communication received by that party from any governmental or regulatory agency or authority Governmental Authority in connection with the transactions contemplated by this Agreement or (other than such communications contemplated in ‎ ‎Section 8.01, which shall be governed by the CVR Agreementsuch Section); (c) any actions, suits, claims, investigations or proceedings Actions commenced or, to its knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its 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 of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15 or 4.16, as the case may be, this Agreement or that relate to the consummation of the transactions contemplated by this Agreement.; (d) the occurrence or non-occurrence Knowledge of any inaccuracy of any representation or warranty made by that party contained in this Agreement, or any other fact, event or the discovery of any fact circumstance, that would reasonably be reasonably expected to cause any representation or warranty of that party that is contained in this Agreement condition to the Merger to not be untrue or inaccurate such that the condition set forth in clause (c) of Exhibit A hereto would at any time be unsatisfied on and as of any date after the date of this Agreementsatisfied; and (e) Knowledge of any failure of such that party to comply with or satisfy in any material respect any covenant, condition or agreement that would reasonably be expected to cause any condition to the Merger to not be complied with satisfied; provided that the delivery of any notice pursuant to this ‎ ‎Section 8.07 shall not limit or satisfied by it otherwise affect the remedies available hereunder to the party receiving such notice. Notwithstanding anything to the contrary in this Agreement, a breach of the obligations of the Company or Parent under this Agreement or the CVR Agreement‎Section 8.07 will not be taken into account for purposes of determining whether any conditions set forth in Article 9 have been satisfied.