Common use of Notices of Certain Events Clause in Contracts

Notices of Certain Events. Each of the Company and Parent shall promptly notify the other of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (c) any actions, suits, claims or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Company, threatened against 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement; (d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would reasonably be expected to cause the condition set forth in Section 9.02(a) not to be satisfied; and (e) any failure of that 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 8.05 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. Each of the Company and Parent shall promptly notify the other of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, including notices and communications related to Tax matters; (c) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits knowledge, threatened against against, including as to Tax matters, 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, (i) that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 4.12, 4.13, 4.19, 4.22, 4.23 any Section of this Agreement or 4.20, as the case may be, or (ii) that relate to the consummation of the transactions contemplated by this Agreement; (d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof of this Agreement that would could reasonably be expected to cause the condition conditions set forth in Section 9.02(a10.02(a), Section 10.02(b), Section 10.03(a) or Section 10.03(b) not to be satisfied; and (e) any failure of that 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 8.05 9.07 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. Each of the Company and Parent shall promptly notify the other of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (c) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits knowledge, threatened against 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; (d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would reasonably be expected to cause the any condition set forth in Section 9.02(a) 9.02 or Section 9.03, as applicable, not to be satisfied; and (e) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder 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, however, provided that the delivery of any notice pursuant to this Section 8.05 8.06 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. Each of the Company and Parent party shall promptly notify the other others of: (a) any material notice or other material communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, which consent would be material to CVS and its Subsidiaries taken as a whole after giving effect to the Merger; (b) any material notice or other material communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (c) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits knowledge, threatened against against, relating to or involving or otherwise affecting the Company Caremark or any of its Subsidiaries or Parent CVS 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 any of such party’s representations or 4.20warranties, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement; (d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would reasonably be expected to cause the any condition set forth in Section 9.02(a) Article 9 not to be satisfied; and (e) any failure of that party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunderhereunder that would reasonably be expected to cause any condition set forth in Article 9 not to be satisfied; provided, however, provided that the delivery of any notice pursuant to this Section 8.05 8.10 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. Each From the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with ‎Section 10.01, each of the Company and Parent shall promptly notify the other of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransactions; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementTransactions; (c) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits knowledge, threatened against 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, any Section of this Agreement or that relate to the consummation of the transactions contemplated by this AgreementTransactions; (d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would could reasonably be expected to cause the condition conditions set forth in Section ‎Section 9.02(a) or ‎Section 9.03(b) not to be satisfied; and (e) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder 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, provided that the delivery of any notice pursuant to this Section ‎Section 8.05 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. Each of the Company and Parent shall promptly notify the other of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, including notices and communications related to Tax matters; (c) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits knowledge, threatened against against, including as to Tax matters, 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; (d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof of this Agreement that would could reasonably be expected to cause the condition conditions set forth in Section 9.02(a10.02(a), Section 10.02(b), Section 10.03(a) or Section 10.03(b) not to be satisfied; and (e) any failure of that 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 8.05 9.08 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. Each of the Company and Parent (a) The Seller shall promptly notify the other Purchaser of: (ai) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (bii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (ciii) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Seller’s Knowledge of the Companythreatened against, threatened against relating to or involving or otherwise affecting the Company Seller or any of its Subsidiaries or Parent and any of its Subsidiaries, as the case may be, Companies that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, or Section 3.7 that relate to the consummation of the transactions contemplated by this Agreement; (div) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would could reasonably be expected to cause the condition conditions set forth in Section 9.02(a) 8.2 not to be satisfied; and (ev) any failure of that party the Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the ; (b) The delivery of any notice pursuant to this Section 8.05 5.3 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. Each of the Company and Parent shall promptly notify the other of: : (a) any notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; ; (b) any notice or other material written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; Agreement (other than such communications contemplated in ‎Section 9.01, which shall be governed by such Section); (c) any actions, suits, claims or proceedings Actions commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Company, threatened against 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement; ; (d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would could reasonably be expected to cause the condition set forth in Section 9.02(a) any Offer Condition not to be satisfied; and and (e) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder that could reasonably be expected to cause any Offer Condition not to be satisfied; provided, however, provided that the delivery of any notice pursuant to this Section 8.05 ‎Section 9.07 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. Each Without limiting any provision of the Company Subscription Agreement, each of XC, FX and Parent FH shall promptly notify the other others of: (ai) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransactions; (bii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (c) any actions, suits, claims or proceedings Action commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits knowledge, threatened against against, relating to or involving or otherwise affecting the Company XC or any of its Subsidiaries or Parent and FH or FX or any of its their respective 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, any Section of this Agreement or that relate to the consummation of the transactions contemplated by this AgreementTransactions; (diii) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would could reasonably be expected to cause any of the condition conditions to the obligations of any party hereto set forth in Section 9.02(a7.02(a), Section 7.03(a) or Section 7.03(b) not to be satisfied; (iv) any failure of that party to comply with any covenant or agreement to be complied with by it hereunder that could reasonably be expected to cause any of the conditions to the obligations of that party set forth in Section 7.02(b) or Section 7.03(c) not to be satisfied; and (ev) any failure written notice or other communication from, or given by any party or any of that party to comply its Affiliates to, any Governmental Authority or private Person in connection with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderthe Transactions; provided, however, that the delivery of any notice pursuant to this Section 8.05 5.01(c) shall not affect or be deemed to modify any representation or warranty made by any party hereunder or limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. Each of the Company Company, on the one hand, and Parent or Merger Sub, on the other hand, shall promptly notify the other of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;; and (c) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits knowledge, threatened against against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent and 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 Articles 4 or 4.205, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement;. (d) to the knowledge of the Company, Parent or Merger Sub, as the case may be, any inaccuracy of any representation or warranty of that party contained in this Agreement at any time during the term hereof that would could reasonably be expected to cause the condition conditions set forth in Section 9.02(a) 9.02 or 9.03 not to be satisfied; and (e) to the knowledge of the Company, Parent or Merger Sub, as the case may be, any material failure of that any party hereto 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 8.05 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. Each of the Company and Parent shall promptly notify the other of: (a) any notice or other communication from any Person alleging that the consent of such that Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement; (c) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits knowledge, threatened against 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement; (d) any inaccuracy of any representation or warranty of that party contained in this Agreement at any time during the term hereof of this Agreement that would reasonably be expected to cause the condition set forth in Section 9.02(a9.02(a)(ii) or Section 9.03(a)(ii), as applicable, not to be satisfied; and (e) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement, which failure or to comply or satisfy such covenant, condition or agreement would reasonably be expected to cause the condition 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 8.05 8.06 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. (a) Each of the Company and Parent shall promptly upon obtaining Knowledge thereof notify the other of: (ai) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (bii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementAgreement (to the extent notification is permitted by such Governmental Authority); (ciii) any actions, suits, claims or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits Knowledge, threatened against against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent and 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; (d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would reasonably be expected to cause the condition set forth in Section 9.02(a) not to be satisfied; and (eiv) any breach of or inaccuracy in any representation, warranty, covenant or agreement of such party in this Agreement. (b) Notwithstanding anything to the contrary herein, a party’s good faith failure of that 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 8.05 7.03 shall not limit or otherwise affect provide any other party the remedies available hereunder right not to effect the transactions contemplated by this Agreement, except to the party receiving extent that noticeany other provision of this Agreement would independently provide such right.

Notices of Certain Events. Each of the Company and Parent shall promptly notify advise the other in writing of: : (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; Transactions; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; Transactions; (c) any actions, suits, claims or proceedings Proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits knowledge, threatened against against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent and 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; Transactions; (d) any inaccuracy change, event or fact that has had or would be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, in the case of the Company, or a Parent Material Adverse Effect, in the case of Parent; or (e) any change, event or fact that it believes would or would be reasonably likely to cause or constitute a material breach of any representation of its representations, warranties or warranty covenants contained in this Agreement at Agreement; provided that no such notification shall affect the representations, warranties or covenants of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement, except where such notification reveals fraud or intentional misrepresentation; provided further that a failure to comply with this Section 7.11 shall not constitute the failure of any time during the term hereof that would reasonably be expected to cause the condition set forth in Section 9.02(a) not Article VIII to be satisfied unless the underlying change, event or fact would independently result in the failure of a condition set forth in Article VIII to be satisfied; and (e) any failure of that 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 8.05 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. Each of the Company Company, on the one hand, and Parent and NICE, on the other hand, shall promptly notify the other of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (c) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits knowledge, threatened against against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent and 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; (d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would reasonably be expected to cause the any condition set forth in Section 9.02(a) Article 9 not to be satisfied; and (e) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder that would reasonably be expected to cause any condition set forth in Article 9 not to be satisfied; provided, however, that the delivery of any notice notice, or failure to provide such notice, pursuant to this Section 8.05 8.04 shall not limit affect any of the representations, warranties, covenants, rights or otherwise affect remedies, or the remedies available hereunder conditions to the party receiving that noticeobligations of, the parties hereunder or result in the failure of a condition set forth in Article 9.

Notices of Certain Events. Each of the Company and Parent Buyer shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (c) any actions, suits, claims or proceedings Actions commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the its Knowledge of the Companythreatened against, 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, such party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, Section 3.11 or that relate to the consummation of the transactions contemplated by this Agreement;; and (di) the occurrence or nonoccurrence of any inaccuracy event the occurrence or nonoccurrence of which would cause any representation or warranty of such party contained in this Agreement at any time during the term hereof that would reasonably be expected to cause the condition set forth in Section 9.02(a) not to be satisfied; and untrue or inaccurate at or prior to the Merger Date, and (eii) any material failure of that 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 8.05 7.5(d) shall not limit or otherwise affect the remedies available hereunder to either Buyer or the party receiving that noticeCompany, as applicable.

Notices of Certain Events. Each of the Company and Parent shall promptly notify the other of: of any of the following: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; , (b) any written notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; Agreement (other than such notices or communications contemplated by ‎Section 8.01, which shall be governed by such Section), (c) any actions, suits, claims or proceedings Proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits Knowledge, threatened against against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent and 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, ‎Section 4.13 or that relate to the consummation of the transactions contemplated by this Agreement; , and (d) any inaccuracy the discovery of any representation fact or warranty contained in this Agreement at circumstance, or the occurrence or non-occurrence of any time during the term hereof that event, which would reasonably be expected to cause or result in any of the condition set forth conditions to the Merger contained in Section 9.02(a) ‎Article 9 not to be satisfiedbeing satisfied or the satisfaction of those conditions being materially delayed; and (e) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, provided that the delivery of any notice pursuant to this Section 8.05 ‎Section 8.06 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that noticea party’s failure to comply with this ‎Section 8.06 shall not constitute a breach of this ‎Section 8.06, and shall not provide any other party the right not to effect, or the right to terminate, the transactions contemplated by this Agreement, unless the underlying event would independently result in the failure of a condition of the other party’s obligation to consummate the Merger set forth in Article 9 to be satisfied.

Notices of Certain Events. Each of the Company and Parent Party hereto shall promptly notify the other Parties of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementAgreement or the Implementing Agreements; (b) any notice or other communication from any Governmental Authority governmental entity in connection with the transactions contemplated by this AgreementAgreement or the Implementing Agreements; (c) any actions, suits, claims (or to its knowledge, investigations) or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits knowledge threatened against, 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement;Agreement or the Implementing Agreements; and (d) such Party's obtaining knowledge of the occurrence, or failure to occur, of any inaccuracy of event which occurrence or failure to occur will be likely to cause (i) any representation or warranty contained in this Agreement at any time during (including, without limitation, the term hereof that would reasonably be expected to cause representations contained in Sections 3.03(b) and 4.03(b)), or in the condition set forth in Section 9.02(a) not Implementing Agreements to be satisfied; and untrue and inaccurate in any material respect, or (eii) any material failure of that party any Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement or the Implementing Agreements; provided, however, that the delivery of any notice pursuant to this Section 8.05 no such notification shall not limit or otherwise affect the remedies available hereunder representations, warranties or obligations of the Parties or the conditions to the party receiving that noticeobligations of the Parties hereunder or thereunder.

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 any of the Company and Parent 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 from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (bd) any notice or other communication from any court, arbitrator or other Governmental Authority Entity in connection with the transactions contemplated by this Agreement; (ce) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge best of the CompanySeller’s Knowledge, threatened against against, relating to or involving or otherwise affecting Seller, the Company Assets or any of its Subsidiaries or Parent and any of its Subsidiaries, as the case may be, Business that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may beSection 5.16, or that relate to the consummation of the transactions contemplated by this Agreement; (df) any inaccuracy 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 representation or warranty contained in covenant of the respective party under this Agreement at any time during the term hereof that would reasonably be expected to cause the condition set forth in Section 9.02(a) not to be satisfiedAgreement; and (eh) any failure fact or condition that may make the satisfaction of that party to comply with the conditions in Article IX impossible 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 8.05 shall not limit or otherwise affect the remedies available hereunder to the party receiving that noticeunlikely.

Notices of Certain Events. Each of the Company and Parent party (except with respect to Section 5.03(d)(i), which applies to Seller only) shall promptly notify the other party of: (a) any event, condition or development that has resulted in the inaccuracy or breach of any representation or warranty, covenant or agreement contained in this Agreement made by or to be complied with by such party at any time during the term hereof and that would reasonably be expected to cause the conditions set forth in Article 9 not to be satisfied; provided, however, that no such notification shall be deemed to cure any such breach of or inaccuracy in such party’s representations and warranties or covenants and agreements or in the Company Disclosure Schedule for any purpose under this Agreement and no such notification shall limit or otherwise affect the remedies available to the other parties hereunder; (b) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (bc) any notice or other communication from any Governmental Authority governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement;; and (cd) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority (i) relating to Seller or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Company, threatened against 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 Section 3.12 or 4.20, as the case may be, (ii) that would reasonably be expected to have a material adverse affect on Seller’s or that relate Buyer’s ability to the consummation of consummate the transactions contemplated by this Agreement; (d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would reasonably be expected to cause the condition set forth in Section 9.02(a) not to be satisfied; and (e) any failure of that 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 8.05 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. Each of the Company and Parent shall promptly notify the other of: (a) the occurrence, or non-occurrence, of any event which would reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or any condition to the obligation of any party to effect the Transactions not to be satisfied; (b) any failure of the Company, Parent or Merger Subsidiary, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement which would reasonably be expected to cause any condition to the obligation of any party to effect the Transactions not to be satisfied; (c) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransactions; (bd) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;Transactions; and (ce) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits knowledge, threatened against against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent and the Sponsor 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; (d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would reasonably be expected to cause the condition set forth in Section 9.02(a) not to be satisfied; and (e) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderTransactions; provided, however, that the delivery of any notice pursuant to this Section 8.05 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. Each of From the date hereof through the Closing Date, each Seller shall, and shall cause the Company and Parent shall its Subsidiaries to, promptly notify the other Buyer of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementAgreement or the Restructuring Transactions; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementAgreement or the Restructuring Transactions; (c) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits knowledge, threatened against against, relating to or involving or otherwise affecting a Seller or 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, Section 3.13 or that relate to the consummation of the transactions contemplated by this AgreementAgreement or the Restructuring Transactions; (d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would could reasonably be expected to cause the condition set forth in Section 9.02(a8.02(a) not to be satisfied; and (e) any failure of that party a Seller 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 8.05 5.03 shall not limit or otherwise affect the remedies available hereunder to the party receiving that noticeBuyer hereunder.

Notices of Certain Events. Each Subject to Applicable Law, each of the Company and Parent shall promptly notify the other of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication received by the Company or any of its Affiliates or Parent or any of its Affiliates from any Governmental Authority with respect to any licenses, authorizations, permits, consents, approvals, clearances, variances, exemptions and other confirmations required to be obtained from any Governmental Authority in connection with the transactions contemplated by this Agreement; (c) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits knowledge, threatened against 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, (i) that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 4.12, 4.13, 4.19, 4.22, 4.23 any Section of this Agreement or 4.20, as the case may be, or (ii) that relate to this Agreement or the consummation of the transactions contemplated by this Agreement;hereby; and (d) any inaccuracy event, occurrence, revelation or development of any representation a state of circumstances or warranty contained in this Agreement at any time during facts since the term date hereof that which has had or would reasonably be expected to cause have, individually or in the condition set forth in Section 9.02(a) not to be satisfiedaggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, respectively; and (e) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, provided that the delivery of any notice pursuant to this Section 8.05 9.05 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. Each of the Company and Parent shall promptly notify the other of: (a) The Company shall notify Parent promptly of (i) any notice or other communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement; Agreement (band the response thereto from the Company, its Subsidiaries or its Representatives), (ii) any notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement; Agreement (c) any actions, suits, claims or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which and the Company is aware) or, to the Knowledge of response thereto from the Company, its Subsidiaries or its Representatives), (iii) any material Legal Actions threatened or commenced against or otherwise affecting the Company or any of its Subsidiaries that are related to the transactions contemplated by the Agreement or Parent and (iv) any of its Subsidiariesevent, as the case may bechange, thatoccurrence, if pending on circumstance or development between the date of this Agreement, would have been Agreement and the Company Merger Effective Time which causes or is reasonably likely to cause the conditions set forth in Sections 6.2(a) or 6.2(b) of this Agreement not to be satisfied. (b) Parent shall notify the Company promptly of (i) any communication from any Person alleging that the consent of such Person (or other Person) is or may be required to have been disclosed pursuant to Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, or that relate to the consummation of in connection with the transactions contemplated by this Agreement; Agreement (dand the response thereto from Parent or its Representatives), (ii) any inaccuracy of communication from any representation or warranty contained Governmental Entity in connection with the transactions contemplated by this Agreement at (and the response thereto from Parent or its Representatives) or (iii) any time during event, change, occurrence, circumstance or development between the term hereof that would date of this Agreement and the Company Merger Effective Time which causes or is reasonably be expected likely to cause the condition conditions set forth in Section 9.02(aSections 6.3(a) or 6.3(b) of this Agreement not to be satisfied; and. (ec) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the The delivery of any notice pursuant to this Section 8.05 5.6 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice, provided, that noticethe Company's failure to promptly provide any such notice to Parent shall not in and of itself constitute a failure of the condition set forth in Section 6.2(b) to be satisfied.

Notices of Certain Events. Each of the Company Seller and Parent shall promptly notify the other Buyer in full detail of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (c) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the CompanySeller’s knowledge threatened against, threatened against relating to or involving or otherwise affecting Seller or Parent or 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, or Subsidiary that relate to the consummation of the transactions contemplated by this Agreement; (d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would could reasonably be expected to cause the condition set forth in Section 9.02(a7.02(a) not to be satisfied; and (e) any failure of that party Seller or Parent to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder that could reasonably be expected to cause the condition set forth in Section 7.02(a) not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 8.05 5.04 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. Each Subject to Applicable Law, each of the Company and Parent shall promptly notify the other of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (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 the Company or Parent or any of their respective Affiliates from any Governmental Authority in connection with the transactions contemplated by this Agreement;; and (cd) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits knowledge, threatened against 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, (i) that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 4.12, 4.13, 4.19, 4.22, 4.23 any Section of this Agreement or 4.20, as the case may be, or (ii) that relate to this Agreement or the consummation of the transactions contemplated by this Agreement; (d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would reasonably be expected to cause the condition set forth in Section 9.02(a) not to be satisfied; and (e) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, hereby. provided that the delivery of any notice pursuant to this Section 8.05 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. Each of the Company and Parent shall promptly notify the other Investors of: (ai) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementContemplated Transactions; (bii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated Contemplated Transactions by this Agreementthe recipient of such notice; (ciii) any actions, suits, claims or proceedings Actions commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits knowledge threatened against, 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, Baidu Party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, Section 3.2(f) or that relate to the consummation of the transactions contemplated by this AgreementContemplated Transactions; (div) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would could reasonably be expected to cause the condition conditions set forth in Section 9.02(a2.4(a)(i), Section 2.4(a)(iv), Section 2.4(a)(vi), Section 2.4(a)(vii), Section 2.4(a)(viii), Section 2.4(a)(xvi), Section 2.4(a)(xvii) or Section 2.4(a)(xviii) not to be satisfied; and (ev) any failure of that party any Seller 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 8.05 4.3(d) shall not limit or otherwise affect the remedies available hereunder to the party Party receiving that notice.

Notices of Certain Events. Each of the Company Concentric and Parent NEXTLINK shall promptly notify the other of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (c) the occurrence, or non-occurrence, of any actionsevent the occurrence, suitsor non-occurrence, claims or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which would be reasonably expected to cause any representation or warranty contained herein to be untrue or inaccurate in any material respect at any time during the Company is aware) or, to the Knowledge of the Company, threatened against 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 period commencing on the date of this Agreement, hereof and ending at the Effective Time in a manner such that the conditions set forth in Section 10.2(a)(i) or Section 10.3(a)(i) would have been required to have been disclosed pursuant to Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreementnot be satisfied; (d) any inaccuracy actions or suits commenced, or to the Knowledge of any representation Concentric or warranty contained in NEXTLINK, threatened with respect to this Agreement at any time during or the term hereof that would reasonably be expected to cause the condition set forth in Section 9.02(a) not to be satisfiedtransactions contemplated hereby; and (e) any failure of that such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderset forth in Article X hereof; provided, however, that the delivery of any notice pursuant to this Section 8.05 9.6 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. Each of the Company Seller and Parent shall promptly notify the other Buyer in full detail of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (c) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the CompanySeller’s knowledge threatened against, threatened against relating to or involving or otherwise affecting Seller or Parent or 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, or Subsidiary that relate to the consummation of the transactions contemplated by this Agreement; (d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would could reasonably be expected to cause the condition set forth in Section 9.02(a7.02(a) not to be satisfied; and (e) any failure of that party Seller or Parent to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder that could reasonably be expected to cause the condition set forth in Section 7.02(a) not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 8.05 5.03 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. Each of Prior to the Effective Time, the Company and Parent shall promptly notify the other Parent of: : (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; ; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; ; (c) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Company's Knowledge of the Companythreatened against, 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement; ; (d) any inaccuracy of any representation or warranty of the Company contained in this Agreement at any time during the term hereof that would reasonably be expected to cause the condition to Closing set forth in Section 9.02(a8.3(a) not to be satisfied; and satisfied and (e) any failure of that party the Company or the Escrow Representative to comply with or satisfy any covenant, condition covenant or agreement set forth in this Article VI to be complied with or satisfied by it hereunderhereunder that would cause the condition to Closing set forth in Section 8.3(b) not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 8.05 6.4 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. Each of the Company (a) York and Parent ▇▇▇▇▇▇▇▇ shall promptly notify the each other of: (ai) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;; and (bii) any notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement;. (ciii) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge knowledge of the Companyeither party, threatened against against, relating to or involving or otherwise affecting the Company either party or any of its their Subsidiaries or Parent and any of its Subsidiaries, as the case may be, thatwhich, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 4.12, 4.13, 4.19, 4.22, 4.23 SECTION 2.10 or 4.20, as the case may be, or that which relate to the consummation of the transactions contemplated by this Agreement; (div) any inaccuracy of fact or event which would be reasonably likely to demonstrate that any representation or warranty of any party hereto contained in this Agreement at was or is untrue or inaccurate in any time during material respect as of the term hereof that date of this Agreement; (v) the occurrence or non-occurrence of any fact or event which would be reasonably be expected likely to cause the any material covenant, condition set forth in Section 9.02(a) or agreement of any party hereto under this Agreement not to be satisfied; andcomplied with or satisfied in all material respects; (evi) any failure of that any party hereto to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder in any material respect; providedPROVIDED, howeverHOWEVER, that no such notification shall affect the delivery representations or warranties of any notice pursuant to this Section 8.05 shall not limit party or otherwise affect the remedies available hereunder conditions to the obligations of any party receiving that noticehereunder.

Notices of Certain Events. Each of the Company and Parent shall promptly notify the other of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Authority governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement;; and (c) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits Knowledge, threatened against against, relating to or involving or otherwise affecting the Company or any Company Subsidiary or Parent 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20this 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 inaccuracy of event, which occurrence or failure to occur would be reasonably likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time during from the term hereof that would reasonably be expected date of this Agreement to cause the condition set forth in Section 9.02(a) not to be satisfied; and Effective Time, or (eii) any material failure of that 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 any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the above, however, that the delivery of any notice pursuant to this Section 8.05 shall section will not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. Each of Parent and the Company and Parent shall shall, to the extent permitted by applicable Requirements of Law, promptly notify the other of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (c) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (threatened against, relating to or investigations commenced of which the Company is aware) or, to the Knowledge of the Company, threatened against 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 any Section of Article 3 or 4.20, Article 5 of this Agreement (as the case may be, ) or that relate to the consummation of the transactions contemplated by this Agreement; (d) any material inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof of this Agreement that would could reasonably be expected to cause the condition conditions to closing set forth in Section 9.02(a) Article 7 and Article 8 hereof not to be satisfiedsatisfied in any material respect; and (e) any failure of that party a Party to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it such Party hereunder; provided, however, that the delivery of any notice pursuant to this Section 8.05 shall not limit or otherwise affect the remedies available hereunder to the party Party receiving that notice.

Notices of Certain Events. Each of the Company and Parent shall promptly notify the other of: : (a) any notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; ; (b) any notice or other material written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; Agreement (other than such communications contemplated in Section 9.01, which shall be governed by such Section); (c) any actions, suits, claims or proceedings Actions commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Company, threatened against 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement; ; (d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would could reasonably be expected to cause the condition set forth in Section 9.02(a) any Offer Condition not to be satisfied; and and (e) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder that could reasonably be expected to cause any Offer Condition not to be satisfied; provided, however, provided that the delivery of any notice pursuant to this Section 8.05 9.07 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. Each of the Company and Parent shall promptly notify the other of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (c) any actions, suits, claims or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Company, threatened against 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 AgreementOriginal Execution Date, would have been required to have been disclosed pursuant to Sections 4.12, 4.13, 4.19, 4.21 or 4.22, 4.23 or 4.20, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement; (d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would reasonably be expected to cause the condition set forth in Section 9.02(a) not to be satisfied; and (e) any failure of that 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 8.05 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. Each of the Company and Parent shall promptly notify the other of: (a) The Company shall notify Parent promptly of (i) any notice or other communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement; Agreement (band the response thereto from the Company, its Subsidiaries or its Representatives), (ii) any notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement; Agreement (c) any actions, suits, claims or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which and the Company is aware) or, to the Knowledge of response thereto from the Company, its Subsidiaries or its Representatives), (iii) any material Legal Actions threatened or commenced against or otherwise affecting the Company or any of its Subsidiaries that are related to the transactions contemplated by the Agreement or Parent and (iv) any of its Subsidiariesevent, as the case may bechange, thatoccurrence, if pending on circumstance or development between the date of this Agreement, would have been Agreement and the Effective Time which causes or is reasonably likely to cause the conditions set forth in Section 6.2(a) or 6.2(b) of this Agreement not to be satisfied. (b) Parent shall notify the Company promptly of (i) any communication from any Person alleging that the consent of such Person (or other Person) is or may be required to have been disclosed pursuant to Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, or that relate to the consummation of in connection with the transactions contemplated by this Agreement; Agreement (dand the response thereto from Parent or its Representatives), (ii) any inaccuracy of communication from any representation or warranty contained Governmental Entity in connection with the transactions contemplated by this Agreement at (and the response thereto from Parent or its Representatives) or (iii) any time during event, change, occurrence, circumstance or development between the term hereof that would date of this Agreement and the Effective Time which causes or is reasonably be expected likely to cause the condition conditions set forth in Section 9.02(a6.3(a) or 6.3(b) of this Agreement not to be satisfied; and. (ec) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the The delivery of any notice pursuant to this Section 8.05 5.5 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. Each of the Company Buyers and Parent Sellers shall promptly notify the other Party of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementAgreement or the Purchased Interests; (c) any actions, suits, claims or proceedings Claim commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits knowledge, threatened against 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, such Party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, any provision of this Agreement or that relate relates to the consummation of the transactions contemplated by this Agreement;; and (d) any inaccuracy of (i) the discovery by such Party that any representation or warranty of that Party contained in this Agreement at is untrue or inaccurate in any time during material respect, (ii) the term hereof that occurrence or failure to occur of any event which occurrence or failure to occur would reasonably be expected likely to cause any of the condition set forth representations or warranties in Section 9.02(a) not this Agreement to be satisfied; and untrue or incorrect in any material respect as of the date made, and (eiii) any material failure of that party on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 8.05 5.3.7 shall not limit or otherwise affect the remedies available hereunder to the party Party receiving that such notice.

Notices of Certain Events. Each of the Company Concentric and Parent NEXTLINK ------------------------- shall promptly notify the other of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (c) the occurrence, or non-occurrence, of any actionsevent the occurrence, suitsor non-occurrence, claims or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which would be reasonably expected to cause any representation or warranty contained herein to be untrue or inaccurate in any material respect at any time during the Company is aware) or, to the Knowledge of the Company, threatened against 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 period commencing on the date of this Agreement, hereof and ending at the Effective Time in a manner such that the conditions set forth in Section 10.2(a)(i) or Section 10.3(a)(i) would have been required to have been disclosed pursuant to Sections 4.12, 4.13, 4.19, 4.22, 4.23 or 4.20, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreementnot be satisfied; (d) any inaccuracy actions or suits commenced, or to the Knowledge of any representation Concentric or warranty contained in NEXTLINK, threatened with respect to this Agreement at any time during or the term hereof that would reasonably be expected to cause the condition set forth in Section 9.02(a) not to be satisfiedtransactions contemplated hereby; and (e) any failure of that such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderset forth in Article X hereof; provided, however, that the delivery of any notice pursuant to this Section 8.05 9.6 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. Each Subject to Applicable Law, each of the Company and Parent shall promptly notify the other of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication received by the Company or any of its Affiliates or Parent or any of its Affiliates from any Governmental Authority with respect to any licenses, authorizations, permits, consents, approvals, clearances, variances, exemptions and other confirmations required to be obtained from any Governmental Authority in connection with the transactions contemplated by this Agreement; (c) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits knowledge, threatened against 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, (1) that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 4.12, 4.13, 4.19, 4.22, 4.23 any Section of this Agreement or 4.20, as the case may be, or (2) that relate to this Agreement or the consummation of the transactions contemplated by this Agreement;hereby; and (d) any inaccuracy event, occurrence, revelation or development of any representation a state of circumstances or warranty contained in this Agreement at any time during facts since the term date hereof that which has had or would reasonably be expected to cause have, individually or in the condition set forth in Section 9.02(a) not to be satisfiedaggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, respectively; and (e) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, provided that the delivery of any notice pursuant to this Section 8.05 ‎Section 9.05 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. Each of Prior to or after the Company Closing, Parent and Parent Seller shall notify Buyer promptly notify the other upon becoming aware of: (a) any notice or other written communication from any Person alleging that the consent Consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other written communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement; (c) any actions, suits, claims charges, complaints, claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) orthreatened against, to the Knowledge of the Companyrelating to, threatened against involving or otherwise affecting the Company or any of its Subsidiaries assets or Parent and any of its Subsidiariesproperties, as including the case may beLeased Real Property, thatwhich, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 4.12, 4.13, 4.19, 4.22, 4.23 Section 2.14 or 4.20, as the case may be, or that which relate to the consummation of the transactions contemplated by this Agreement;; and (d) any inaccuracy change that (i) has had, individually or in the aggregate with all other changes, a Company Material Adverse Effect, or (ii) materially impairs or delays the ability of Parent or Seller to effect the Closing. Parent's and Seller's notification of Buyer of any representation of the events set forth above in accordance with this Section 9.11 shall not be deemed to cure any related breaches of the representations, warranties, covenants or warranty agreements contained in this Agreement at any time during Agreement, nor shall the term hereof that would reasonably be expected to cause the condition set forth in Section 9.02(a) not to be satisfied; and (e) any failure of that party Buyer to comply take any action with or satisfy any covenant, condition or agreement respect to such notice be complied with or satisfied by it hereunder; provided, however, that the delivery deemed a waiver of any notice pursuant to this Section 8.05 shall not limit such breach or otherwise affect the remedies available hereunder to the party receiving that noticebreaches.

Notices of Certain Events. (a) Each of the Company and Parent Buyer shall promptly notify the other other, pursuant to the terms of Section 13.01, of: (ai) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (bii) any written notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (ciii) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of its knowledge, threatened against, relating to or involving the Company, threatened against or otherwise affecting the Company or any of its Subsidiaries or Parent and its or their officers, directors or employees or Buyer, any of its SubsidiariesSubsidiaries or Affiliates or its or their officers, directors or employees, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Sections 4.12, 4.13, 4.19, 4.22, 4.23 Section 4.14 or 4.20, as the case may be, Section 5.06(a) of this Agreement or that relate to the consummation failure of the transactions contemplated by this Agreement;Debt Financing to be received; and (div) upon such party’s knowledge thereof, any inaccuracy of any such party’s representation or warranty contained in this Agreement or breach or failure of such party to comply with or satisfy any covenant hereunder at any time during the term hereof that would reasonably be expected to cause the any condition set forth in Section 9.02(a) Article 9 not to be satisfied; and (e) any satisfied or the failure of that party to comply with or satisfy any covenant, condition or agreement the Debt Financing to be complied with or satisfied by it hereunderreceived; provided, however, that the delivery of any notice pursuant to this Section 8.05 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. (a) Each of Parent, ▇▇▇▇▇ Brothers, the Sellers, the Management Employees and the Company and Parent shall shall, to the extent permitted by applicable Requirements of Law, promptly notify the other of: (ai) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (bii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (ciii) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (threatened against, relating to or investigations commenced of which the Company is aware) or, to the Knowledge of the Company, threatened against involving or otherwise affecting the Company or any of its Subsidiaries or Parent and any of its or their 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 any Section of Article 3 or 4.20, Article 5 of this Agreement (as the case may be, ) or that relate to the consummation of the transactions contemplated by this Agreement; (div) any material inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof of this Agreement that would could reasonably be expected to cause the condition conditions to closing set forth in Section 9.02(a) Article 7 or Article 8 hereof not to be satisfiedsatisfied in any material respect; and (ev) any failure of that party a Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it such Party hereunder; provided, however, that the delivery of any notice pursuant to this Section 8.05 6.12(a) shall not limit or otherwise affect the remedies available hereunder to the party Party receiving that notice.

Notices of Certain Events. Each of Between the Company date hereof and Parent the Closing, Sellers and Purchaser shall promptly notify the other of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (c) any actions, suits, claims claims, investigations or proceedings commenced with a Governmental Authority or arbitrator (or investigations commenced of which the Company is aware) or, to the Knowledge of the Companyits knowledge, threatened against against, including as to Tax matters, relating to or involving or otherwise affecting the Company Business or any of its Subsidiaries or Parent and any of its SubsidiariesPurchaser, 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 Sections 4.12, 4.13, 4.19, 4.22, 4.23 any Section of this Agreement or 4.20, as the case may be, or (ii) that relate to the consummation of the transactions contemplated by this Agreement; (d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof of this Agreement that would could reasonably be expected to cause the condition conditions set forth in Section 9.02(a7.2(a) or Section 7.3(a) or not to be satisfied; and (e) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that (i) the delivery of any notice pursuant to this Section 8.05 6.14 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice, and (ii) no failure to comply with this Section 6.14 shall give rise to any failure to meet the conditions to Closing, any right to terminate this Agreement or any indemnification or other remedy hereunder, except to the extent that the underlying matter would give rise to any such failure, right or indemnification or other remedy.